Note 7 — Shareholders’ Equity

Ordinary shares — The Company’s Post-offering Memorandum and Articles of Association is authorized to issue up to 500,000,000 ordinary shares, par value $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law. On February 28, 2026, the Company entered into a subscription agreement with the Sponsor for the purchase of 3,700,125 ordinary shares for an aggregated consideration of $25,000, or approximately $0.0068 per ordinary share.

In connection with the IPO and full exercise of the underwriters’ over-allotment option, the Company issued 255,500 private placement shares as part of the private placement units and 258,750 representative shares to the underwriters. As of June 30, 2026, the Company had 4,214,375 non-redeemable ordinary shares issued and outstanding, excluding 8,625,000 ordinary shares subject to possible redemption. As of March 31, 2026, there were 3,700,125 ordinary shares issued and outstanding, of which an aggregate of up to 482,625 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that the Sponsor will own 30% of the issued and outstanding shares after the IPO (assuming the Sponsor does not purchase any public units in the IPO and excluding the Private Shares underlying the Private Placement Units). As a result of the underwriter’s full exercise of its over-allotment option on June 26, 2026, no shares are subject to forfeiture.

Warrants — There are 8,625,000 Public Warrants and 255,500 Private Warrants issued and outstanding as of June 30, 2026. Each whole public warrant entitles the registered holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of (i) the completion of the initial Business Combination and (ii) 30 days from the closing of the Company’s initial public offering, provided that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. In addition, if the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share, the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds available for the funding of the initial business combination on the date of consummation of the initial business combination (net of redemptions), and the volume weighted average trading price of the ordinary shares during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial business combination is below $9.20 per share, the exercise price of the warrants will be adjusted to equal 115% of the Fair Market Value, as described in the warrant agreement. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon the liquidation of the Trust Account.

The Company will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. In no event will the Company be required to net cash settle the exercise of a warrant.

The Company has agreed that as soon as practicable, the Company will use its best efforts to file with the SEC, a registration statement covering the issuance of ordinary shares issuable upon exercise of the warrants and to use its best efforts to maintain a current prospectus relating to those ordinary shares until the warrants expire.

The Company will not permit the exercise of the Public Warrants for cash unless a registration statement under the Securities Act covering the issuance of the ordinary shares issuable upon exercise of the public warrants is then effective and a current prospectus relating to those ordinary shares is available throughout the exercise period. If the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws, holders may not be able to exercise their warrants for cash and the warrants may have no value and expire worthless. However, holders may exercise the warrants on a cashless basis in accordance with the warrant agreement if the registration statement has not been declared effective by the 90th day following the closing of the Business Combination, or during any other period when the Company fails to maintain an effective registration statement covering the ordinary shares issuable upon exercise of the warrants.

The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the ordinary shares issuable upon exercise thereof may not be transferred, assigned or sold until the completion of the Company’s initial Business Combination, subject to specified permitted transfers. The Private Warrants are subject to the same exercise and cashless exercise provisions as the Public Warrants.

Rights — There are 8,625,000 Public and 255,500 Private Rights issued and outstanding as of June 30, 2026. Each holder of a right will receive one-fourth (1/4) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per ordinary share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of a right will be required to affirmatively convert its rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of ordinary shares underlying the rights.