NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On October 23, 2025, the Company issued an aggregate of 10,005,000 Class B Ordinary Shares (including the Class A Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.0025 per Founder Share) from the Sponsor to cover certain expenses on behalf of the Company.

Subsequently, on January 28, 2026, through a share capitalization, the Company issued an additional 2,001,000 Class B Ordinary Shares to the Sponsor, resulting in the Sponsor holding an aggregate of 12,006,000 Class B Ordinary Shares, resulting in a price per Founder Share of approximately $0.0021. All share and per-share amounts have been retroactively restated.

Up to 1,305,000 of the Founder Shares were subject to complete or partial forfeiture by the Sponsor for no consideration depending on the extent to which the Over-Allotment Option was exercised. On January 28, 2026, the Underwriters partially exercised their Over-Allotment Option in the amount of 4,680,000 Option Units as part of the closing of the Initial Public Offering. On March 11, 2026, the Underwriters forfeited the remaining unexercised balance of 18,000 Option Units. As a result of the partial exercise of the Over-Allotment Option and forfeiture of the unexercised Over-Allotment Option by the Underwriters, 6,000 Founder Shares were forfeited by the Sponsor for no consideration.

The Founder Shares are identical to the Public Shares included in the Public Units sold in the Initial Public Offering, except that the Founder Shares automatically convert into Class A Ordinary Shares at the time of the initial Business Combination (with such conversion taking place concurrently with or immediately following the consummation of the initial Business Combination, as may be determined by the directors of the Company) or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The total issued and outstanding Founder Shares represent approximately 25.55% of the issued and outstanding shares after the Initial Public Offering.

The Sponsor is not entitled to redemption rights with respect to any Founder Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination. If the initial Business Combination is not completed within the Combination Period, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by it.

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 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 and the Company’s officers and directors 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 30 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. 

IPO Promissory Note — Related Party

On October 23, 2025, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to an unsecured promissory note issued by the Company to the Sponsor on October 23, 2025 (the “IPO Promissory Note”). The loan is non-interest bearing, unsecured and was due at the earlier of (i) March 31, 2026, or (ii) the closing date of the Initial Public Offering. On January 28, 2026, the Company had borrowed $362,938 under the IPO Promissory Note, and on January 28, 2026, at the closing of the Initial Public Offering, the Company repaid the full $362,938 borrowed under the IPO Promissory Note. Borrowings under the IPO Promissory Note are no longer available.

Advance from Related Party

As of December 31, 2025, a related party had paid for expenses on behalf of the Company totaling to $29,911, which has been paid in full by the Company on January 28, 2026, at the closing of the Initial Public Offering. As of June 30, 2026, and December 31, 2025, the Company had a $0 and $29,911 outstanding balance under advance from related party in the Company’s condensed balance sheets, respectively.

Service Agreement

The Company agreed, commencing on the closing of the Initial Public Offering, to pay the (i) Chairman and Chief Executive Officer and (ii) Chief Financial Officer and a Director a total of $20,000 per month for their services as executive officers and directors of the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2026, the Company incurred and paid an expense of $60,000 and $100,000 of fees for these services, respectively.

Working Capital Loans

In addition, in order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any 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 (“Working Capital Units”). Such Working Capital Units would be identical to the Private Placement Units. Except as set forth above, the terms of such Working Capital Loans have not been determined and no written agreements exist with such Working Capital Loans. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.