NOTE 9. SUBSEQUENT EVENTS 

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

The registration statement for the Company’s Initial Public Offering was declared effective on July 6, 2026.

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.

Pursuant to the advisory services agreement dated May 15, 2026, 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.

On July 8, 2026, the Company consummated the Initial Public Offering of 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 4,500,000 Units, at $10.00 per Unit, generating gross proceeds of $345,000,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor and underwriters, generating gross proceeds of $8,500,000. Of those 8,500,000 Private Placement Warrants, the Sponsor purchased 5,000,000 Private Placement Warrants and the underwriters purchased 3,500,000 Private Placement Warrants.

On the closing of the Initial Public Offering on July 8, 2026, the total transaction costs incurred amounted to $21,364,856, consisting of $6,000,000 of cash underwriting fees, $14,700,000 of deferred underwriting fees, and $664,856 of other offering costs.

Following the closing of the Initial Public Offering on July 8, 2026, an amount of $345,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Warrants, were placed in a Trust Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.

On July 8, 2026, the underwriters exercised their over-allotment option in full, closing on the 4,500,000 additional Units simultaneously with the Initial Public Offering. As a result, the 1,500,000 founder shares are no longer subject to forfeiture.

The underwriters were paid a cash underwriting discount of $6,000,000 upon the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting discount of $14,700,000 in the aggregate payable to the underwriters upon the completion of the Company’s initial Business Combination on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination.

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.