NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights Agreement

The holders of (i) the Founder Shares, (ii) the Private Placement Units (and their component securities) and units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) any Class A Ordinary Shares held at the completion of the Initial Offering or acquired prior to or in connection with the initial Business Combination by the holders of the Founder Shares prior to the Initial Public Offering, are entitled to registration rights to require the Company to register a sale of any of the securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated February 25, 2026. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Santander had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On March 25, 2026, Santander elected to partially exercise the Over-Allotment Option to purchase an additional 632,000 Option Units at a price of $10.00 per Option Unit, which was consummated on March 27, 2026. The remaining Over-Allotment Option expired on April 13, 2026, as it remained unexercised.

Santander was paid a commission of $250,000 upon the closing of the Initial Public Offering.

Additionally, Santander is entitled to a deferred underwriting discount of $0.30 per Public Unit or $6,000,000 in the aggregate (or up to $6,900,000 in the aggregate if the Over-Allotment Option was exercised in full). As a result of the election to partially exercise the Over-Allotment Option on March 27, 2026 (the “Deferred Fee”), Santander is entitled to a Deferred Fee of $6,189,600 as of June 30, 2026. Such Deferred Fee will not be payable with respect to any Public Shares redeemed in connection with an initial Business Combination, and may be paid at the sole and absolute discretion of Management to any one or more Financial Industry Regulatory Authority members, which may or may not include Santander. The Deferred Fee will become payable to Santander from the amounts held in the Trust Account solely in the event the Company completes its Business Combination subject to the terms of the underwriting agreement, dated February 27, 2026, by and between the Company and Santander (the “Underwriting Agreement”).

Advisory Fee

In addition to the Underwriting Agreement, in connection with the Initial Public Offering, the Company entered into a financial advisory services agreement, dated February 25, 2026, with Santander (the “Advisory Agreement”). Pursuant to the Advisory Agreement, Santander is entitled to an advisory fee equal to 3.0% of the gross proceeds raised in the Initial Public Offering upon and subject to the closing of the initial Business Combination (the “Advisory Fee”). The termination clause in the Advisory Agreement deems the Advisory Fee earned and recorded as of June 30, 2026. As of June 30, 2026 and December 31, 2025, $6,189,600 and $0, respectively, has been recorded as Advisory Fee payable on the accompanying condensed balance sheets.