Note 7 - Commitments and Contingencies

Risks and Uncertainties

Various macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, any resurgence in inflation, changes to trade and tariffs, immigration, energy and other policies resulting from the new U.S. administration, changes in interest rate policies, economic conditions and tensions involving China, U.S. federal government shutdowns and geopolitical instability resulting from the ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East. In response to the ongoing war between Russia and Ukraine, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the ongoing wars between Russian and Ukraine, Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of the (i) Founder Shares, (ii) Private Placement Units (including the securities comprising such units), and (iii) Working Capital Units (including the securities comprising such units) that may be issued upon conversion of working capital loans are entitled to registration rights, requiring the Company to register such securities and any of the other securities they hold or acquire prior to the consummation of the initial Business Combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

As described above, The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Over-Allotment Option Units to cover over-allotments, if any. On July 17, 2025, the underwriters fully exercised their Over-Allotment Option.

The underwriters were entitled to 2.0% of the gross proceeds of the Initial Public Offering, excluding the gross proceeds pursuant to the underwriters’ Over-Allotment Option, or $3,000,000, payable to the underwriters upon the closing of the Initial Public Offering in the form of a cash underwriting discount. The underwriters agreed to reimburse the Company at the closing of the Initial Public Offering for all reasonable out-of-pocket expenses and fees (including for the avoidance of doubt, a portion of the upfront underwriting commissions payable in connection with the closing of the Initial Public Offering) incurred by the Company in connection with the Initial Public Offering in an amount not to exceed 1.0% of the gross proceeds of the Initial Public Offering, excluding the gross proceeds pursuant to the underwriters’ Over-Allotment Option. On July 17, 2025, as part of the closing of the Initial Public Offering, the Company received reimbursement from the underwriters of $1,500,000.

In addition, the underwriters have agreed to defer underwriting commissions of 4.0% of the gross proceeds of the Initial Public Offering (excluding the gross proceeds pursuant to the exercise of the underwriters’ Over-Allotment Option) and 6.0% of the gross proceeds pursuant to the exercise of the underwriters’ Over-Allotment Option. Upon and concurrently with the completion of a Business Combination, up to $7,350,000, which constitutes the underwriters’ deferred commissions, will be paid to the underwriters from the funds held in the Trust Account as follows: (i) a cash payment of $2,000,000 and (ii) up to $5,350,000 of the aggregate gross proceeds of the Initial Public Offering, representing the remaining deferred commissions, which will be reduced based on the percentage of total funds from the Trust Account released to pay redeeming shareholders.