Note 5 — Related Party Transactions

Founder Shares

In October 2025, the Company issued an aggregate of 6,708,333 Class B ordinary shares, $0.0001 par value (the “Founder Shares”), in exchange for a $25,000 payment (approximately $0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company. Up to 875,000 of the Founder Shares were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. Since the underwriters exercised their over-allotment option in full upon the consummation of the Public Offering, no shares were surrendered and no shares are subject to surrender at June 30, 2026.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.

Promissory Note — Related Party

The Sponsor has agreed to loan the Company an aggregate of up to $350,000 to be used for a portion of the expenses of the Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of the closing date of the Public Offering or the date on which the Company determines not to conduct an initial public offering. The Company borrowed approximately $112,000 under the promissory note which was repaid in full at the closing of the Public Offering on April 16, 2026. As such, the Company had no borrowings under the promissory note at June 30, 2026 and no further borrowings are available under the promissory note. There were no borrowings under the promissory note at December 31, 2025.

Administrative Services Agreement

Commencing on the effective date of the Public Offering the Company has entered into an agreement with an affiliate of the Sponsor, Valence Management LLC to pay $50,000 per month for office space, utilities, and secretarial and administrative support and includes $21,500 and $7,100, respectively, per month to be paid to the Company’s Chief Operating Officer and Chief Financial Officer. During the three- and six-month periods ended June 30, 2026 approximately $125,000 was paid under this agreement and no amount was outstanding at June 30, 2026 or December 31, 2025. See also Executive Officer Compensation below.

Executive Officer Compensation

Also, commencing on the date on which the securities are first listed on the Nasdaq Global Market, on April 15, 2026, the Company agreed to compensate each of its Chief Executive Officer, Chief Operating Officer and Chief Financial Officer $15,000 per month for their services prior to the consummation of the Company’s initial business combination, all of which would be payable upon the completion of the Company’s initial business combination. The total amount of deferred compensation for the three and six months ended June 30, 2026 was approximately $113,000. See also above for cash compensation paid to certain officers as part of the Administrative Services Agreement.

Subsequent to June 30, 2026, in July 2026, the Company’s Chief Financial Officer resigned and no further accruals of deferred compensation will accrue to this individual as of that date. A new Chief Financial Officer was appointed in July 2026 and that individual will accrue deferred compensation, and cash compensation, under the programs described above.

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 (the “Working Capital Loans”). 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 $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Due from Sponsor

At June 30, 2026, due from Sponsor consists of approximately $65,000 due from the Sponsor for matters related to the closing of the Public Offering which are expected to be resolved in the three months ended September 30, 2026.