NOTE 7 - SHAREHOLDERS’ DEFICIT

Preference shares — The Company is authorized to issue 10,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of June 30, 2026, there were no preference shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2026, there were 11,500,000 Class A ordinary shares issued and outstanding subject to possible redemption, which are presented as temporary equity in accordance with ASC 480-10-S99. The redemption provisions are not solely within the control of the Company and, accordingly, such shares are classified outside of permanent equity.

In addition, as of June 30, 2026, there were 417,500 Class A ordinary shares issued and outstanding that are not subject to redemption, which are included in shareholders’ deficit.

Class B ordinary shares — The Company is authorized to issue 90,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. On March 18, 2026, the Company issued an aggregate of 2,875,000 Class B ordinary shares (“Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. Pursuant to the underwriters’ full exercise of the over-allotment option, all 375,000 shares previously subject to forfeiture are no longer subject to forfeiture. As of June 30, 2026, there were 2,875,000 Class B ordinary shares issued and outstanding. The aggregate purchase price of $25,000 for such shares was applied to settle the promissory note. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Company’s initial Business Combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the Company’s initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares included within the Private Units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued to any seller in the initial Business Combination and any units issued to the Sponsor upon conversion of Working Capital Loans), minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with the initial Business Combination; provided that such conversion will never occur on a less than one-for-one basis.

Rights — Each unit issued in the Initial Public Offering and in the private placement includes one right. Each right entitles the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Accordingly, every four rights entitle the holder to receive one whole Class A ordinary share. If the Company is the surviving entity upon completion of the initial Business Combination, the conversion of rights will occur automatically. If the Company is not the surviving entity upon completion of the initial Business Combination, each holder of rights will be required to affirmatively convert its rights in order to receive the underlying Class A ordinary shares.

No fractional Class A ordinary shares will be issued upon conversion of the rights. Fractional shares will be rounded down to the nearest whole share or otherwise addressed in accordance with applicable Cayman Islands law. As a result, holders must hold rights in multiples of four in order to receive shares for all of their rights upon the closing of an initial Business Combination.

The rights do not carry any voting rights or redemption rights and do not participate in liquidating distributions. If the Company is unable to complete an initial Business Combination within the prescribed time period and redeems the Public Shares, holders of rights will not receive any funds from the Trust Account with respect to such rights, and the rights will expire worthless.

As of June 30, 2026, there were 11,687,500 rights outstanding, consisting of 11,500,000 public rights and 187,500 private rights.

Warrants — As of June 30, 2026, there were 11,500,000 Public Warrants and 187,500 Private Placement Warrants outstanding.

Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The warrants become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Initial Public Offering, provided that a registration statement covering the Class A ordinary shares issuable upon exercise is effective or an exemption from registration is available. If a registration statement is not effective, the warrants may be exercised on a cashless basis in accordance with the warrant agreement.

The warrants will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. In no event will the Company be required to net cash settle the warrants.

The Company will not be obliged to deliver any Class A ordinary shares pursuant to the exercise of a warrant unless the shares issuable upon such exercise have been registered, qualified or deemed exempt under applicable securities laws. If such conditions are not satisfied, the holder of such warrant will not be entitled to exercise the warrant and such warrant may expire worthlessly.

Once the warrants become exercisable, the Company may redeem all of the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice, if and only if the last sales price of the Class A ordinary shares equals or exceeds $18.00 per share on each of 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given, provided that there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, or the Company has elected to require exercise on a cashless basis.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants may not be transferred, assigned or sold until 30 days following the consummation of the Company’s initial business combination, subject to certain limited exceptions for permitted transferees as described in the warrant agreement.

The warrant agreement includes customary anti-dilution provisions that adjust the number of shares issuable upon exercise and the exercise price in the event of share capitalizations, subdivisions, reorganizations or similar events. In addition, the warrant agreement includes provisions that adjust the exercise price in connection with certain issuances of equity securities in connection with a Business Combination. Such provisions are designed to preserve the economic value of the warrants and do not result in variability inconsistent with equity classification under ASC 815-40.

In the event of a reclassification, reorganization, merger, consolidation or similar transaction, warrant holders will be entitled to receive the same form and amount of consideration that they would have received if they had exercised their warrants immediately prior to such event.

The warrants are issued in registered form under a warrant agreement with a warrant agent. The warrant agreement provides that the terms of the warrants may be amended with the consent of holders of at least 50% of the outstanding Public Warrants, subject to certain exceptions.

The warrant holders do not have the rights or privileges of holders of Class A ordinary shares, including voting rights or dividend rights, until they exercise their warrants and receive Class A ordinary shares.