NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On November 24, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B Ordinary Shares, par value $0.0001 per share (the “Founder Shares”). On February 8, 2024, the Sponsor surrendered 1,437,500 Founder Shares for no consideration, resulting in the Sponsor holding 5,750,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The holders of the Founder Shares agreed to forfeit and cancel up to an aggregate of 750,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the option to purchase additional Units was not exercised in full by the underwriters so that the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On June 27, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture.

On June 7, 2024, the Sponsor transferred 30,000 Founder Shares to each of the Company’s three independent directors, Louis Bélanger-Martin, Kenneth Weinstein, and Fred Zeidman, for an aggregate of 90,000 Founder Shares, at a price of $0.003 per share. Each independent director paid $90 or an aggregate purchase price of $270 in consideration of the assignment of shares. The sale of the Founder Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 90,000 shares granted to the Company’s three independent directors was $107,100 or $1.19 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of (i) one year 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 shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. 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 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

On June 18, 2026, the Converting Shareholders irrevocably exercised their right to an aggregate of 5,749,999 Class B Ordinary Shares, on a one-for-one basis into an aggregate of 5,749,999 Class A Ordinary Shares, pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association.

Administrative Services Agreement

The Company entered into an agreement, commencing on June 25, 2024, through the earlier of consummation of the initial Business Combination and the liquidation, to pay an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team. For the three and six months ended June 30, 2026, the Company incurred $60,000 and $120,000 in administrative support services fees, respectively, of which $240,000 and $120,000 is included in accrued expenses as of June 30, 2026 and December 31, 2025 in the accompanying condensed balance sheets. For the three and six months ended June 30, 2025, the Company incurred and paid $60,000 and $120,000 in administrative support service fees, respectively.

In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. For the three and six months ended June 30, 2026, the Company incurred $5,924 and $11,515 such expenses, respectively. For the three and six months ended June 30, 2025, the Company incurred $0 and $26,138 such expenses, respectively.

Due to Related Party

The Company’s Chief Executive Officer paid certain operating expenses on behalf of the Company. These amounts are payable and have been recorded as due to related party in the accompanying condensed balance sheets. As of June 30, 2026 and December 31, 2025, the outstanding balance related to these payments was $0 and $14,663, respectively.

Promissory Notes — Related Parties

On June 10, 2026, the Company entered into a convertible promissory note (the “Convertible Promissory Note”) with Harraden Circle Investments LLC (“Harraden”) and James Graf, pursuant to which the Company may borrow up to $200,000 (the “Loan”) from Harraden for working capital and general corporate purposes. During the three months ended March 31, 2026, the Company received $75,000 in working capital advances from a related party, which were subsequently incorporated into and replaced by a convertible promissory note entered into on June 10, 2026. The Loan includes $50,000 advanced by Harraden to the Company in March 2026, $75,000 advanced by Harraden to the Company in April 2026, and$75,000 drawn by the Company concurrently with the execution of the Convertible Promissory Note. As a result, the Loan has been fully drawn down and no amounts are available for further drawdowns. The Convertible Promissory Note replaced and superseded the promissory note among the Company, Harraden, and James Graf dated June 4, 2026.

The Loan may, at Harraden’s discretion, be converted into Class A Ordinary Shares at a conversion price equal to $10.00 per share (the “Conversion Shares”). In addition, pursuant to the Convertible Promissory Note, Harraden is entitled to receive one warrant (each a “Warrant”) to purchase one Class A Ordinary Shares (the “Issuance Warrants”) for each dollar funded under the Loan to be issued immediately prior to the closing of the initial Business Combination. The terms of the Warrants will be identical to those of the Private Placement Warrants that were issued to the Sponsor, including the transfer restrictions applicable to such Private Placement Warrants. In lieu of issuing the Conversion Shares and/or Issuance Warrants, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations to issue Conversion Shares and Issuance Warrants under the Convertible Promissory Note.

The Loan is non-interest bearing, unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of the Company. If the Company liquidates, the Loan will be repaid only from funds held outside of the Trust Account.

As of June 30, 2026, there was a total amount of $200,000 outstanding under the Convertible Promissory Note.

Related Party Loans

On November 20, 2021, as amended on February 9, 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2024 or the closing of the Initial Public Offering. The outstanding balance of $155,688 was repaid at the closing of the Initial Public Offering on June 27, 2024, and borrowings under the Note are no longer available.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.