NOTE 7. COMMITMENTS AND CONTINGENCIES

Registration and Shareholder Rights Agreement

The holders of the Founder Shares, EBC Founder Shares, Private Placement Units, working capital units (if any) and the Company’s underlying securities are entitled to registration rights pursuant to a Registration Rights Agreement dated June 2, 2026, which was signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that they register such securities for resale. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to their completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Pursuant to the underwriting agreement, the Sponsor and the executive officers and directors have agreed that, for a period of 180 days from June 2, 2026, they will not, without the prior written consent of the Underwriters, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, rights, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, Founder Shares or rights, subject to certain exceptions. The representatives in their discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on their Founder Shares and Private Placement Units pursuant to the letter agreement described herein.

The Company granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,875,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less the underwriting commissions. The Underwriters were entitled to an underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate (or $2,875,000 in the aggregate if the Underwriters’ Over-Allotment Option is exercised in full). On June 10, 2026, the Underwriters partially exercised the Over-Allotment Option for the purchase of an additional 1,837,500 Units at a price of $10.00 per Unit and waived their rights to the remainder of the Over-Allotment Option.  The Underwriters were entitled to a cash underwriting discount of 2% of the gross proceeds of the Units offered in the Initial Public Offering, which was $367,500. In conjunction with the Underwriters’ partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 34,912 Private Placement Units for $349,120 and EBC purchased an additional 20,213 Private Placement Units for $202,130. As the Over-Allotment Option was only partially exercised, 13,217 Founder Shares were forfeited by the Sponsor and EBC for no consideration, effective June 10, 2026. On June 10, 2026, an amount of $18,558,750 from the partial exercise of the Over-Allotment Option and additional Private Placement Units was deposited into the Trust Account.

Business Combination Marketing Agreement

On June 2, 2026, the Company entered into a Business Combination Marketing Agreement with EBC, pursuant to which EBC agreed to serve as an advisor to the Company in connection with the Company’s Business Combination. The services to be provided by EBC will include assisting the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination and holding meetings with shareholders to discuss the potential Business Combination and the target business’s attributes, introducing the Company to potential investors that may be interested in purchasing its securities, assisting the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination. The Company will pay EBC a cash fee for such services upon the closing of a successful Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering. 1.0% out of the 3.5% of such fee will be payable pro-rata based on the amount remaining in the Trust Account following the Business Combination plus any capital raised through the closing of a successful Business Combination.