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 and the Middle East. 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 underlying securities), (iii) any units that may be issued upon conversion of the Working Capital Loans (and their underlying securities), if any, (iv) any Class A Ordinary Shares issuable upon conversion of the Founder Shares, and (v) any Class A Ordinary Shares held at the completion of the Initial Public Offering by the holders of the Founder Shares prior to the Initial Public Offering, have registration rights to require the Company to register a sale of any of the Company’s 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 the Registration Rights Agreement, dated April 1, 2025, by and among the Company and certain security holders. The holders of these securities are entitled to make up to three demands, excluding short form demands, and have piggyback registration rights. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, Cantor may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 

Underwriting Agreement

The Company granted the Underwriters 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 April 3, 2025, the Underwriters fully exercised their Over-Allotment Option.

The Underwriters were paid a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering, excluding any proceeds from the Option Units sold pursuant to the Over-Allotment Option), which was paid at the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to a deferred fee of (i) 4.5% of the gross proceeds of the Initial Public Offering held in the Trust Account, other than those sold pursuant to the Over-Allotment Option, and (ii) 6.5% of the gross proceeds sold pursuant to the Over-Allotment Option, or $10,950,000 in the aggregate, payable upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement, dated April 1, 2025, by and between the Company and Cantor (such fee, the “Deferred Fee”).

Business Combination Agreement

On April 13, 2026, the Company and Trasteel Holding S.A., a Luxembourg company (“Trasteel”), entered into a Business Combination Agreement (the “Trasteel BCA”), to which, upon execution and delivery of a joinder thereto, each of (i) a to-be-formed Luxembourg corporation in the form of a public limited liability company (société anonyme) to be registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”) and (ii) a to-be-formed Cayman Islands exempted company that will be a wholly-owned subsidiary of Pubco (“Merger Sub”) will become a party.

Upon the consummation (the “Closing”) of the transactions contemplated by the Trasteel BCA (the “Trasteel Business Combination”), (a) Pubco will acquire all of the issued and outstanding ordinary shares of Trasteel (the “Trasteel Shares”) from the holders of Trasteel Shares (“Trasteel Shareholders”) in exchange for ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”), Trasteel shall become a wholly-owned subsidiary of Pubco and Trasteel Shareholders shall become shareholders of Pubco (the “Share Exchange”); and (b) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco, and with the Company’s Shareholders receiving Pubco Ordinary Shares.

Under the Trasteel BCA, immediately prior to the Closing, each outstanding private and publicly traded Unit of the Company will be automatically separated into its component securities, consisting of one Class A Ordinary Share and one Right, and thereafter the Rights will be aggregated per holder and converted into the Company’s Class A Ordinary Shares in accordance with their terms. Also, immediately prior to the Closing, each issued and outstanding Class B Ordinary Share of the Company will be automatically converted into one Class A Ordinary Share of the Company. At the Closing, each Class A Ordinary Share (including converted Rights and Class B Ordinary Shares) of the Company will be cancelled in exchange for the right of the holder thereof to receive one Pubco Ordinary Share.

In order to exchange Trasteel Shares for Pubco Ordinary Shares in accordance with the Trasteel BCA, the Trasteel Shareholders will each sign a separate Share Exchange agreement with the Company, Pubco and Trasteel after the Trasteel Registration Statement (as defined below) becomes effective.

For more information regarding the Trasteel BCA and the proposed Trasteel Business Combination, see the Company’s Current Report on Form 8-K, as filed with the SEC on April 17, 2026, as well as the Registration Statement on Form F-4 with respect to the Pubco Ordinary Shares to be issued in connection with the Trasteel Business Combination (the “Trasteel Registration Statement, once filed, and the other filings that the Company, Trasteel and Pubco may make from time to time with the SEC.)