Note 5 — Related Party Transactions

Founder Shares

On March 18, 2026, the Sponsor and DirectorCo made a capital contribution of an aggregate of $25,000, or approximately $0.003 per share, to cover certain of the Company’s expenses, for which the Company issued an aggregate of 7,187,500 founder shares to the Sponsor and DirectorCo. Up to 937,500 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 26, 2026, the underwriters partially exercised their over-allotment option for 2,500,000 Units, resulting in 625,000 founder shares no longer subject to surrender. The remaining 1,250,000-unit over-allotment option expired unexercised on August 8, 2026, and the Sponsor surrendered the remaining 312,500 founder shares.

As of June 30, 2026, the non-managing members of the Sponsor subscribed for interests in the Sponsor. No new founder shares were issued to the Sponsor. Because this subscription is treated by the Company as a transfer by the Sponsor to such non-managing members of a portion of the founder shares, the Company has analyzed such transfer and whether it is in the scope of SEC’s Staff Accounting Bulletin (“SAB”) Topic 5A, Expenses of Offering, which indicates that “Specific incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering”. This subscription of the non-managing members of the Sponsor for interests in the Sponsor represents an indirect interest in up to 1,166,667 of the 7,187,500 founder shares as of June 30, 2026. The subscription price paid by the non-managing members of the Sponsor for such interests in the Sponsor was $3,500 in the aggregate, or $0.003 per implied founder share, assuming an interest in 1,166,667 founder shares. The total fair value of the 1,166,667 founder shares on June 26, 2026, was $1,436,167 or $1.231 per share. The Company established the initial fair value of the founder shares on June 26, 2026, using a Monte Carlo Simulation Model, and classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a Business Combination, the probability of the Initial Public Offering, and other variables. The primary assumptions used in the valuation of founder shares were (i) a share price of $9.819, (ii) a restricted term of 2.75 years, (iii) the risk-free rate of 4.08%, (iv) volatility of 11.4%, (v) a likelihood of initial Business Combination of 13.1%, and (vi) a discount for lack of marketability of 4.3%. The fair value of founder shares transferred to non-managing members less the consideration paid by them, or $1,432,667, was recorded as an offering cost and was allocated solely to permanent equity and was charged to additional paid-in capital.

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 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, the founder shares will be released from the Lock-up.

Sponsor Loan

The Sponsor has agreed to loan the Company an aggregate of up to $750,000 to be used for a portion of the expenses of the Initial Public Offering (“Sponsor Loan”). The loan is non-interest bearing, unsecured and due on the closing of the initial Business Combination but may be prepaid at any time. As of June 30, 2026, the Company had borrowed $750,000 under the Sponsor Loan.

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 warrants of the post Business Combination entity at a price of $2.00 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.