NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed on May 8, 2024 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Warrant Agreement Amendments

The warrant agreement provides that (a) the terms of the Public Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Public Warrants and the warrant agreement set forth in the prospectus, or defective provision (ii) removing or reducing the Company’s ability to redeem the Public Warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the Private Placement Warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Public Warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written consent of at least 50% of the then outstanding Public Warrants and Private Placement Warrants, voting together as a single class, to allow for the warrants to be, or continue to be, as applicable, classified as equity in the Company’s financial statement and (c) all other modifications or amendments to the Company’s warrant agreement with respect to (i) the Public Warrants require the vote or written consent of holders of at least 50% of the then outstanding Public Warrants and (ii) the Private Placement Warrants require the vote or written consent of holders of at least 50% of the then outstanding Private Placement Warrants (including the vote or written consent of Cantor). Accordingly, the Company may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

Underwriting Agreement

The underwriter had a 45-day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover the over-allotment. On May 13, 2024, simultaneously with the closing of the Initial Public Offering, the underwriter elected to fully exercise the over-allotment option to purchase the additional 3,750,000 Units at a price of $10.00 per Unit.

The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, and was paid at the closing of the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of (i) $0.45 per Unit sold in the base offering of the Initial Public Offering, or $11,250,000 in the aggregate, and (ii) $0.65 per Unit sold pursuant to the underwriter’s over-allotment option, or up to an additional $2,437,500 in the aggregate ($13,687,500 in total). The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

Deferred Legal Fees

As of June 30, 2026 and December 31, 2025, the Company had a total of $350,000 of deferred legal fees payable to the Company’s legal advisors upon consummation of the business combination, which is included in the accompanying condensed balance sheets as of June 30, 2026 and December 31, 2025.

Advisory Services Agreement

On December 11, 2025, the Company engaged ING Bank N.V., London branch (“ING”) to provide advisory services in connection with the Company’s proposed Business Combination. Pursuant to the agreement, ING is entitled to a success fee payable upon the successful completion of this specific Business Combination. As of June 30, 2026 and December 31, 2025, no amounts have been accrued for this fee.

Non-Redemption Agreements

In connection with the Extraordinary General Meeting, the Company and Sponsor HoldCo entered into certain Non-Redemption Agreements with certain investors pursuant to which such investors agreed not to redeem, and to vote in favor of, the Extension Amendment Proposal and the Trust Amendment Proposal at the Extraordinary General Meeting with respect to an aggregate of 8,074,387 Class A ordinary shares, in exchange for Sponsor HoldCo’s agreement to transfer an aggregate of 403,720 Class A ordinary shares to such investors promptly following the closing of the Company’s initial business combination.

Upon satisfaction of the requirements for the Non-Redemption Agreements, the Sponsor will transfer 403,720 Class A Ordinary Shares to the Non-Redemption Agreements Investors at the close of an initial Business Combination. The expense was measured based on the estimated fair value of 403,720 Class A ordinary shares on the agreement date, using an implied fair value per share of approximately $0.54. The fair value was determined using the probability of a successful Business Combination of 5% and the market trading price of the Class A ordinary shares on the measurement date, adjusted for a probability-weighted discount to reflect the likelihood of completing an initial Business Combination. In association with the Non-Redemption Agreements, the Company is reporting a Non-Redemption Agreements expense on the condensed statement of income of $217,807 and $0 for the three and six months ended June 30, 2026 and 2025, respectively and a corresponding equity contribution from the Non-Redemption Agreements on the condensed statements of changes in shareholders’ deficit.