NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On October 30, 2025, the Company issued an aggregate of 7,666,667 Class B Ordinary Shares (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.003 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 1,000,000 of the Founder Shares were to be surrendered by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On February 9, 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, such 1,000,000 Founder Shares are no longer subject to forfeiture.

On February 4, 2026, the Sponsor assigned and transferred membership interests equivalent to an aggregate of 150,000 Founder Shares to the three independent directors of the Company for their services as independent directors through the initial Business Combination. The Founder Shares as represented by membership interests shall vest only upon the consummation of the initial Business Combination. The assignment and transfer of the membership interests representing Founder Shares to the holders of such interests are in the scope of ASC 718. Under ASC 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 as represented by membership interests on February 4, 2026 was $517,500 or $3.45 per Founder Share. The Company established the initial fair value of the Founder Shares on February 4, 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 Ordinary Share price of $9.86, and probability of Business Combination and instrument-specific market adjustment of 35.0%. The Founder Shares as represented by membership interests were assigned subject to a performance condition (i.e., the occurrence of Business Combination). Share-based compensation will 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 Founders Shares as represented by membership interests 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 represented by membership interests. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

Pursuant to the Letter Agreement, the Sponsor and the Company’s officers and directors 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 Sponsor with respect to any Founder Shares (the “Lock-Up”). Notwithstanding the foregoing, if (x) 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 at least 30 days after the initial Business Combination or (y) the Company consummates a transaction after the initial Business Combination that 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 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 pursuant to an unsecured promissory note (the “IPO Promissory Note”). The loan was non-interest bearing, unsecured and due at the earlier of February 28, 2026, or the closing of the Initial Public Offering. As of February 9, 2026, the Company had borrowings of $264,083 under the IPO Promissory Note, of which $98,850 was repaid simultaneously with the closing of the Initial Public Offering. On February 10, 2026, the Company fully settled the outstanding balance of $165,233. Borrowings under the IPO Promissory Note are no longer available.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor, commencing on February 5, 2026, to pay an aggregate of $10,000 per month for office space, utilities and secretarial and administrative support services. 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 and paid $30,000 and $50,000, respectively, in fees for these services.

Advisory Service Agreements

The Company entered into advisory service agreements with the affiliates of the Company’s Chief Executive Officer and Chairman of the Board, commencing on February 5, 2026, to pay an aggregate of $15,000 each, per month (an aggregate of $30,000 per month), for advisory services relating to the Company’s search for and consummation of an initial Business Combination. The amounts are accrued and will only be payable upon the completion of the initial Business Combination. 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 $90,000 and $150,000, respectively, in fees for these services, of which such amount is included in deferred consulting fees in the accompanying condensed balance sheets.

Expense Reimbursements

The Company reimburses its Sponsor, officers and directors for out‑of‑pocket expenses incurred on behalf of the Company. For the three and six months ended June 30, 2026, the Company incurred $18,354 and $27,722, respectively, of reimbursable expenses which is included in formation, general and administrative costs in the accompanying unaudited condensed statements of operations.

Working Capital 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 Working Capital Loans as may be required. If the Company completes a Business Combination, the Company intends to repay any Working Capital Loans received. 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 will be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement-equivalent units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.