NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On March 31, 2026, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founder shares to the Sponsor. Up to 750,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On June 8, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 founder shares are no longer subject to forfeiture.

On May 31, 2026, the Sponsor granted membership interests equivalent to an aggregate of 125,000 founder shares to the independent directors and officer of the Company. The independent directors were granted membership interests equivalent to an aggregate 100,000 founder shares and the general counsel was granted membership interests equivalent to an aggregate 25,000 founder shares. The membership interests in founder shares granted to the independent directors and officer are within the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value on the assignment date. On May 31, 2026, the 125,000 founder shares have an aggregate fair value of $208,750, or $1.67 per share. The membership interests in founder shares have no service restrictions, thus, the total fair value of $208,750 was recorded as compensation expense on May 31, 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) implied share price of $9.85, and (ii) probability of de-SPAC and market adjustment of 17.0%.

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) one 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 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 at least 150 days 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.

Due from Sponsor

As of June 8, 2026, the Sponsor owed the Company an aggregate amount of $1,925,000, representing the $4,000,000 purchase price of the Private Placement Warrants, less $75,000 for offering expenses. On June 9, 2026, the Sponsor deposited the amount due into the Company’s account. As of June 30, 2026, no amount was due from Sponsor.

Promissory Note — Related Party

On March 31, 2026, the Sponsor had agreed to loan the Company an aggregate of up to $400,000 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 December 31, 2026 or the closing of the Initial Public Offering. As of June 30, 2026, the Company had no borrowings under the promissory note. Borrowings under the promissory note are no longer available.

Due to Related Parties

The managing member of the Sponsor paid offering costs and expenses on behalf of the Company totaling $269,059, and certain officers and directors of the Company paid offering costs and expenses on behalf of the Company totaling $28,862. The outstanding balance of $297,921 was non-interest-bearing and due on demand. On June 12, 2026, the Company repaid related parties $291,521. As of June 30, 2026, $6,400 was due to related parties and is recorded in the accompanying condensed balance sheet.

Administrative Services Agreement

Commencing on June 8, 2026, the Company entered into an agreement with the Sponsor to pay an aggregate of $20,000 per month for office space, utilities, secretarial and administrative support, and other related services rendered to members of the Company’s management team prior to the consummation of the initial Business Combination, which amounts accrue from the closing of the Initial Public Offering and are only payable upon the successful completion of the initial Business Combination. As of June 30, 2026, the Company incurred $15,333 in administrative services fees which were included in accrued expenses in the accompanying condensed balance sheet.

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. 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, no such Working Capital Loans were outstanding.