NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On April 9, 2026, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, through payments of offering costs and expenses on the Company’s behalf, for which the Company issued 9,583,333 Class B ordinary shares, known as founder shares, to the Sponsor. On June 18, 2026, the Company issued an additional 1,916,667 founder shares to the Sponsor by way of a share premium capitalization, resulting in the Sponsor holding an aggregate of 11,500,000 founder shares, or approximately $0.002 per share. Up to 1,500,000 founder shares may be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. All share and per-share data have been retrospectively presented. On July 8, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result, the 1,500,000 founder shares are no longer subject to forfeiture.

On June 16, 2026, the Sponsor granted membership interests equivalent to an aggregate of 20,000 founder shares to the independent directors of the Company. The membership interests represented by the 20,000 founder shares granted to the independent directors are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value on the grant date. Those founder shares have an aggregate fair value of $73,300, or approximately $3.67 per share. The Company established the fair value of founder shares on June 16, 2026, the date of the grant agreement, using Monte Carlo Simulation Model prepared by a third party valuation firm, which takes into consideration the following market assumptions; (i) underlying stock price of $9.87, (ii) remaining term of 0.05 years, (iii) risk-free rate of 3.60% and (iv) implied market adjustment of 37.20%. The membership interests represented by the 20,000 founder shares were granted to the independent directors subject to a performance condition (i.e., the occurrence of Business Combination). The Company will recognize compensation expense of $73,300 at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination). As of June 30, 2026, the Company determined that Business Combination is not considered probable and therefore no share-based compensation expense was recognized.

Additionally, on June 16, 2026, the Sponsor granted membership interests equivalents to an aggregate of 550,000 founder shares to the officers of the Company. The membership interests represented by the 550,000 founder shares granted to the officers are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value on the grant date. Those founder shares have an aggregate fair value of $2,015,750, or approximately $3.67 per share. The membership interests represented by the 550,000 founder shares were granted to the officers without further restrictions or performance measures as of the grant date, thus, the total fair value of $2,015,750 was recorded as share-based compensation expense on June 16, 2026 in the Company’s unaudited condensed statement of operations.

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the Units being sold in the Initial Public Offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights; (iii) the Sponsor and the Company’s officers and directors have entered into a letter agreement, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares, private placement shares and Public Shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their founder shares, private placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association prior to the consummation of the initial Business Combination (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any founder shares and private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the founder shares are automatically convertible into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company amended and restated memorandum and articles of association, and (v) prior to, or in connection with, the closing of the initial Business Combination, only holders of the Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of the approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Promissory Note — Related Party

The Sponsor has agreed to loan the Company an aggregate of up to $500,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. As of June 30, 2026, the Company had $205,447 outstanding borrowings against the promissory note. On July 8, 2026, the Company paid in full the total outstanding balance of the promissory note amounting to $205,447. Borrowings against the note are no longer available.

Administrative Services and Indemnification Agreement

Commencing on July 6, 2026, the date when the Company’s securities were first listed with Nasdaq, the Company has agreed to pay the Sponsor $5,000 per month for reimbursement of office space, utilities and secretarial and administrative support. The agreement will cease upon the completion of the initial Business Combination or a liquidation event. As of June 30, 2026, no amount has been accrued for these services.

The Company agrees to indemnify and hold harmless the Sponsor, Bleichroeder LP, an affiliate of the Sponsor (“Bleichroeder”), their directors, officers, employees, principals, managers, partners, members, shareholders, equityholders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”) from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the Offering or the Company’s operations or conduct of its business (including, for the avoidance of doubt, a Business Combination), or (ii) any claim against the Sponsor and/or Bleichroeder alleging any expressed or implied management or endorsement by the Sponsor and/or Bleichroeder of any activities of the Company or any express or implied association between the Sponsor and/or Bleichroeder, on the one hand, and the Company or any of its affiliates, on the other hand. The Indemnitee will promptly notify the Company in writing of any indemnified claim, provided that failure or delay to give such notice shall not relieve the Company of its indemnification obligations hereunder. The Company will, at its expense, undertake the defense of such claim with attorneys of its own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense as hereinafter provided. An Indemnitee may participate in such defense with counsel of such Indemnitee’s choosing at the expense of the Company. In the event that the Company does not undertake the defense of any claim within a reasonable time after such Indemnitee has given the notice thereof, or in the event that such Indemnitee shall in good faith determine that the defense of any claim by the Company is inadequate or may conflict with the interest of any Indemnitee, such Indemnitee may, at the expense of the Company and after giving notice to the Company of such action, undertake the defense of the claim and compromise or settle the claim, all for the account of and at the risk of the Company. The Company shall pay all costs and expenses (including, without limitation, attorneys’ fees and costs of experts) incurred by the Indemnitee in connection with Indemnitee’s defense of any such claim promptly (and in any event within 10 days) after receipt of any statement therefor. In the defense of any claim against an Indemnitee, the Company shall not, except with the prior written consent of such Indemnitee, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the person or persons asserting such claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject of such Claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Company shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a claim if such settlement is effected by such Indemnitee without the prior written consent of the Company, which shall not be unreasonably withheld or delayed. If the indemnification provided for in this paragraph is for any reason not available to an Indemnitee as a matter of law in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnitee therefor, the Company shall contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (a) in such proportion as is appropriate to reflect the relative benefits to the Indemnitee, on the one hand, and the Company, on the other hand, of the subject matter of this Agreement or (b) if the allocation provided by clause (a) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (a) but also the relative fault of each of such Indemnitee and the Company, as well as any other relevant equitable considerations. Notwithstanding anything to the contrary set forth herein or otherwise, the Company acknowledges and agrees that each Indemnitee shall be an express third-party beneficiary of the provisions as stated and any related provision hereof that is or may extend rights to such Indemnitee. For the avoidance of doubt, the Company’s indemnification obligations contained herein shall survive the following the Company’s consummation of a Business Combination.

Service Agreement

On May 15, 2026, the Company and MJP Advisory Group, LLC (“MJP”), an affiliate of the Chief Executive Officer, entered into an advisory services agreement for which MJP will provide advisory services relating to the Company’s search for and consummation of an initial Business Combination in exchange for $600,000 plus reimbursement of any out-of-pocket expenses. Pursuant to the advisory services agreement, commencing on July 6, 2026, the effective date of the Initial Public Offering, the Company will pay $18,000 per month to MJP. Upon closing of the Company’s initial Business Combination or liquidation, the Company shall pay MJP an amount equal to $600,000 less any prior monthly payments of fees made, and such payment shall be made at the closing of the Company’s initial Business Combination or its liquidation from amounts held outside of the Trust Account. As of June 30, 2026, no amount has been accrued or paid for these services.

Working Capital Loans

In order to finance transaction costs in connection with a 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. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. As of June 30, 2026, no such Working Capital Loans were outstanding.