NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

On January 6, 2026, the Sponsor was issued 4,791,667 Ordinary Shares (the “Founder Shares”) for an aggregate price of $25,000 paid to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 625,000 Ordinary Shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option was not exercised in full or in part, so that the Sponsor would own, on an as-converted basis, 25% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering. On the same day, EBC was issued 275,000 Ordinary Shares (“EBC Founder Shares”) for a total consideration of $1,435. Up to 35,870 of the Ordinary Shares were subject to forfeiture by EBC on a pro rata basis to the extent to which the Underwriters’ Over-Allotment Option was not exercised. On June 10, 2026, the Underwriters partially exercised their Over-Allotment Option for an additional 1,837,500 Units and waived their rights to the remainder of the Over-Allotment Option. As a result, 647,653 Founder Shares were no longer subject to forfeiture and 13,217 Ordinary Shares were forfeited.

Transfer of Founder Shares

At the closing of the Initial Public Offering, the Sponsor transferred an aggregate of 1,147,500 Founder Shares to third-party investors for an aggregate consideration of approximately $5,987, or approximately $0.005 per share. The Founder Shares were transferred in connection with the investors’ purchase of an aggregate of 127,500 Private Placement Units at a price of $10.00 per unit. Each investor received Founder Shares equal to nine times the number of Private Placement Units purchased.

The transfer of Founder Shares to the third-party investors is not in the scope of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), as the transfers were made solely to incentivize the investors’ participation in the Private Placement (risk capital) and there was no indication of services provided in connection with the transfers. Management determined that the transfers represented an offering cost under SAB Topic 5.A, with a corresponding deemed capital contribution from the Sponsor under SAB Topic 5.T. The offering cost was measured and recognized at the dates of transfer on May 22, 2026 and May 27, 2026, respectively.

The fair value was derived from the Company’s publicly traded share price of $10.00, adjusted for (1) a discount for lack of marketability of 0.50%, (2) an estimated 12.00% probability of completing an initial Business Combination, and (3) a 15.00% discount for expected forfeiture of shares. The fair value measurement is classified as a Level 3 valuation and was performed as a one-time measurement upon the closing of the Initial Public Offering.

The offering cost is measured as the excess of the fair value of the Founder Shares transferred over the aggregate consideration received from the third-party investors. The offering cost of $1,158,975 was calculated as $1.01 per share for 1,147,500 shares and was charged against additional paid-in capital at the close of the Initial Public Offering, with a corresponding credit to additional paid-in capital reflecting the Sponsor’s deemed capital contribution.

Due from Sponsor

Due from Sponsor represents excess funds from the purchase of the Private Placement Units by the Sponsor that have not yet been deposited into the Company’s operating account and overpayment of the IPO Promissory Note (as defined below). These funds will be available to the Company for general working capital purposes. As of June 30, 2026, the Company’s due from Sponsor balance was $52,297. On August 11, 2026, $20,737 was paid by the Sponsor to the Company to reflect the payment of the Founder Shares (see Note 10).

IPO Promissory Note - Related Party

On December 19, 2025, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”). This loan is non-interest bearing and payable on the earlier of June 30, 2026 or the date on which the Company consummates an initial public offering of its securities. On June 4, 2026, the Company paid the entire outstanding balance under the IPO Promissory Note, and as such, as of June 30, 2026, the Company had $0 outstanding under the IPO Promissory Note.

Administrative Services Agreement and Amendment to Administrative Services Agreement

Pursuant to the Administrative Services Agreement, the Company has agreed to reimburse the Sponsor up to $5,000 per month for certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company (the “Services Fee”), beginning on the Listing Date and continuing monthly thereafter until the Termination Date (each as defined in the Administrative Services Agreement). On July 31, 2026, the Company entered into an Amendment to Administrative Services Agreement with the Sponsor to provide for the payment of the Services Fee to be made on a quarterly basis. Effective July 1, 2026, such payments shall be made in advance on a quarterly basis in the first month of each calendar quarter; provided that any portion of the Services Fee that has been paid for a given month but has not accrued as of the Termination Date shall be refunded to the Company within five (5) business days of the Termination Date. As of June 30, 2026, the Company incurred $5,000 of fees related to such agreements.

Working Capital Loans

In order to finance transaction costs in connection with the initial 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 on a non-interest bearing basis. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination. Such units would be identical to the Private Placement Units. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. There were no such outstanding working capital loans as of June 30, 2026.