COMMITMENTS AND CONTINGENCIES	6 Months Ended
Jun. 30, 2026
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict, and continuing tensions between Israel and the U.S. with Iran. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S. with Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S. with Iran, and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Ordinary Shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On June 27, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit. The underwriters were entitled to an underwriting discount of $0.20 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option or $9,800,000 in the aggregate. The deferred fee will become payable to the underwriters 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. Non-Redemption Agreement On June 26, 2026, in connection with the Meeting, the Company and the Sponsor entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of the Company’s existing shareholders (collectively, the “Non-Redeeming Shareholders”) with respect to an aggregate of 4,256,015 Class A Ordinary Shares (the “Non-Redemption Shares”). The Non-Redeeming Shareholders are not affiliates of the Company, the Sponsor, or the Company’s officers or directors. Pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed to not redeem (or to validly rescind any redemption requests previously made in respect of) the Non-Redemption Shares in connection with the vote to approve the Extension. In exchange for this commitment from the Non-Redeeming Shareholders, the Sponsor has agreed to transfer and assign to such Non-Redeeming Shareholders promptly following the closing of the Company’s initial Business Combination an aggregate of 425,602 Founder Shares (such shares, the “Assigned Shares”), provided that, among other conditions, (i) the Non-Redeeming Shareholders do not exercise (or validly rescind any prior exercise of) their redemption rights with respect to the Non-Redemption Shares in connection with the Extension, (ii) the Extension is approved at the Meeting, and (iii) the Company’s initial Business Combination is consummated. The Non-Redeeming Shareholders will have registration rights with respect to such Assigned Shares and will enter into the same form of registration rights agreement entered into by the Sponsor upon the closing of the Business Combination. In connection with the proposed BIG3 Business Combination, pursuant to the Sponsor Support Agreement, the Sponsor is permitted to transfer up to 500,000 Discretionary Founder Shares to third parties to incentivize non-redemptions or investments into the Company or otherwise to support the proposed business combination, provided that any Discretionary Founder Shares that are not so transferred will be forfeited by the Sponsor upon the closing of the BIG3 Business Combination. If the BIG3 Business Combination is consummated, the Assigned Shares will be transferred to the Non-Redeeming Shareholders from the allocation of Discretionary Founder Shares. The Company evaluated the Non-Redemption Agreements as freestanding equity-linked instruments under ASC 815-10 and ASC 815-40. Upon approval of the Extension on June 26, 2026, the agreements met the requirements for equity classification under ASC 815-40 because the settlement terms became fixed. Accordingly, the Company recognized the fair value of the Assigned Shares as a non-redemption agreements expense with a corresponding capital contribution from the Sponsor. The expense was measured at fair value on the agreement date. Upon satisfaction of the requirements for the Non-Redemption Agreements, the Sponsor will transfer 425,602 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 425,602 Class A ordinary shares on the agreement date, using an implied fair value per share of approximately $1.64. The fair value was determined using the probability of a successful Business Combination of 15% 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 operations of $697,987 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 unaudited condensed statements of changes in shareholders’ deficit.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2026

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict, and continuing tensions between Israel and the U.S. with Iran. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S. with Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S. with Iran, and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Ordinary Shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On June 27, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

The underwriters were entitled to an underwriting discount of $0.20 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option or $9,800,000 in the aggregate. The deferred fee will become payable to the underwriters 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.

Non-Redemption Agreement

On June 26, 2026, in connection with the Meeting, the Company and the Sponsor entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of the Company’s existing shareholders (collectively, the “Non-Redeeming Shareholders”) with respect to an aggregate of 4,256,015 Class A Ordinary Shares (the “Non-Redemption Shares”). The Non-Redeeming Shareholders are not affiliates of the Company, the Sponsor, or the Company’s officers or directors. Pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed to not redeem (or to validly rescind any redemption requests previously made in respect of) the Non-Redemption Shares in connection with the vote to approve the Extension. In exchange for this commitment from the Non-Redeeming Shareholders, the Sponsor has agreed to transfer and assign to such Non-Redeeming Shareholders promptly following the closing of the Company’s initial Business Combination an aggregate of 425,602 Founder Shares (such shares, the “Assigned Shares”), provided that, among other conditions, (i) the Non-Redeeming Shareholders do not exercise (or validly rescind any prior exercise of) their redemption rights with respect to the Non-Redemption Shares in connection with the Extension, (ii) the Extension is approved at the Meeting, and (iii) the Company’s initial Business Combination is consummated. The Non-Redeeming Shareholders will have registration rights with respect to such Assigned Shares and will enter into the same form of registration rights agreement entered into by the Sponsor upon the closing of the Business Combination.

In connection with the proposed BIG3 Business Combination, pursuant to the Sponsor Support Agreement, the Sponsor is permitted to transfer up to 500,000 Discretionary Founder Shares to third parties to incentivize non-redemptions or investments into the Company or otherwise to support the proposed business combination, provided that any Discretionary Founder Shares that are not so transferred will be forfeited by the Sponsor upon the closing of the BIG3 Business Combination. If the BIG3 Business Combination is consummated, the Assigned Shares will be transferred to the Non-Redeeming Shareholders from the allocation of Discretionary Founder Shares.

The Company evaluated the Non-Redemption Agreements as freestanding equity-linked instruments under ASC 815-10 and ASC 815-40. Upon approval of the Extension on June 26, 2026, the agreements met the requirements for equity classification under ASC 815-40 because the settlement terms became fixed. Accordingly, the Company recognized the fair value of the Assigned Shares as a non-redemption agreements expense with a corresponding capital contribution from the Sponsor. The expense was measured at fair value on the agreement date.

Upon satisfaction of the requirements for the Non-Redemption Agreements, the Sponsor will transfer 425,602 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 425,602 Class A ordinary shares on the agreement date, using an implied fair value per share of approximately $1.64. The fair value was determined using the probability of a successful Business Combination of 15% 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 operations of $697,987 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 unaudited condensed statements of changes in shareholders’ deficit.