Note 5 — Related Party Transactions

Founder Shares

On November 5, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, to cover certain of the Company’s expenses, for which the Company issued 7,666,667 founder shares to the Sponsor. Up to 1,000,000 of the founder shares may be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On February 12, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, the 1,000,000 founder shares are no longer subject to forfeiture.

On December 17, 2025, M. Klein and Company, LLC, an affiliate of The Klein Group, an advisor to the Company, purchased 287,500 founder shares from the Sponsor for the purchase price of $937.50, or approximately $0.003 per share. The transfer of the founder shares to the advisor is in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 287,500 founder shares on December 17, 2025 was $983,250 or $3.42 per share. The Company established the initial fair value of the founder shares on December 17, 2025, the date of the grant agreement, using a calculation prepared by a third party valuation team which takes into consideration the implied Class A share price of $9.84, probability of de-SPAC and instrument-specific market adjustment of 40.0%, and discount for lack of marketability $(0.51). The founder shares were granted to the advisor without limitations on performance conditions. The advisor is expected to perform advisory services to the Company through initial Business Combination. As there is no defined service term, the compensation expense of $983,250 is recorded in full on December 17, 2025, in the condensed statements of operations.

On January 27, 2026, the Sponsor granted membership interests equivalent to an aggregate of 150,000 founder shares to the directors and officers of the Company for their services as directors and officers through the Company’s initial Business Combination. The founder shares, represented by such membership interests, will remain with the Sponsor if the holder of such membership interests are no longer serving the Company prior to the initial Business Combination. The transfer of the founder shares to the holders of such interests are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 150,000 founder shares on January 27, 2026 was $513,000 or $3.42 per share. The Company established the initial fair value of the founder shares on January 27, 2026, the date of the grant agreement, using a calculation prepared by a third party valuation team which takes into consideration the implied Class A share price of $9.84, probability of de-SPAC and instrument-specific market adjustment of 40.0%, and discount for lack of marketability $(0.51). The granted membership interests equivalent to founder shares are subject to a performance condition (i.e., the occurrence of Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founder shares times the fair value per share at grant date (unless subsequently modified) less the amount initially received for the purchase of the founder shares. As of February 12, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

IPO Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of June 30, 2026 or the closing of the Initial Public Offering. As of June 30, 2026 and December 31, 2025, there were $0 and $154,359, respectively, outstanding under the IPO Promissory Note. The loan was closed as of the Initial Public Offering on February 12, 2026. The outstanding amount of $252,021 was repaid on February 19, 2026. Borrowing against the note is no longer available.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans unless such loans are converted into Private Placement Warrants, as described below. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Administrative Services Agreement

Commencing on February 10, 2026, the Company began to reimburse the Sponsor in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to the Company. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2026, the Company incurred $30,000 and $46,785 in administrative services fees, respectively, of which $42,785 were included in accrued expenses in the accompanying condensed balance sheets as of June 30, 2026.