NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On November 18, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per Class B Ordinary Share, to cover certain of the Company’s deferred offering costs and expenses, for which the Company issued 5,750,000 Class B Ordinary Shares to the Sponsor (collectively, the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 Class B Ordinary Shares, which were subject to forfeiture depending on the extent to which the Over-Allotment Option was exercised within the 45-day period following the closing of the Initial Public Offering. As a result of Santander’s election to partially exercise the Over-Allotment Option on March 27, 2026, a total of 158,000 Founder Shares are no longer subject to forfeiture. The remaining 592,000 Founder Shares were forfeited on April 13, 2026, the expiration date of the Over-Allotment Option, as the Over-Allotment Option remained unexercised.

On February 25, 2026, the Sponsor transferred an aggregate of 75,000 Founder Shares to the three independent directors of the Company (25,000 Class B Ordinary Shares each) for no consideration. The Founder Shares transferred to the three independent directors are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value on the assignment date. On February 25, 2026, the 75,000 Founder Shares had an aggregate fair value of $111,000, or $1.48 per share. The Founder Shares transferred have no further service restrictions, thus, the total fair value of $111,000 was recorded as compensation expense on February 25, 2026. The Company established the fair value of Founder Shares using a calculation prepared by a third-party valuation team, which takes into consideration the following market assumptions: (i) a lockup term of three (3) years, (ii) an implied Class A Ordinary Share price of $9.85, (iii) the probability of a Business Combination and (iv) a market adjustment of 15.0%.

The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Public Shares, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor, officers and directors have entered into the Letter Agreement, pursuant to which they have agreed to certain restrictions on their transfer, redemption and voting rights for the Founder Shares (see Note 1); (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Amended and Restated Articles and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares are entitled to vote on (x) the appointment and removal of directors and (y) continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Additionally, pursuant to the Letter Agreement, the Sponsor and the Company’s directors and officers have also 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) one (1) year 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 and the Company’s directors and officers with respect to any Founder Shares (the “Lock-Up”). Notwithstanding the foregoing, if (a) 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 150 days after the initial Business Combination or (b) if the Company consummates a transaction after the initial Business Combination that results in the Public Shareholders having the right to exchange their Public 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 and unsecured. The IPO Promissory Note was payable on the earlier of June 30, 2026, or the date the Company consummated the Initial Public Offering. On February 27, 2026, the Company repaid the total outstanding balance of the IPO Promissory Note amounting to $136,689. Borrowings under the IPO Promissory Note are no longer available.

Due from Sponsor

The Company paid the Sponsor an amount of $13,230 in excess of the outstanding IPO Promissory Note balance at the closing of the Initial Public Offering. The excess payment of $13,230 is denoted as a due from Sponsor on the accompanying condensed balance sheets as of June 30, 2026. As of December 31, 2025, no amount was due from the Sponsor.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor, commencing on February 25, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor an aggregate of $10,000 per month for accounting, bookkeeping, office space, information technology support, research, professional, secretarial and administrative services. For the three and six months ended June 30, 2026, the Company incurred $30,000 and $40,000, respectively, in fees for these services, of which such amount is included in accounts payable and accrued expenses in the accompanying condensed balance sheets.

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 the Working Capital Loans. 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 units of the post-Business Combination entity at a price of $10.00 per unit, at the option of the lender. Such units would be identical to the Private Placement Units. There were no Working Capital Loans outstanding as of June 30, 2026 and December 31, 2025.