NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On August 27, 2024, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of the Company’s Initial Public Offering costs in exchange for 5,750,000 Class B ordinary shares (“Founder Shares”) (up to 750,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the Initial Public Offering was exercised). Subsequently, in connection with a reduction in the size of the Initial Public Offering, on April 21, 2025, the 5,750,000 Founder Shares owned by the Sponsor was adjusted, for no additional consideration, to 1,916,667 Founder Shares (up to 250,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the Initial Public Offering was exercised). Prior to the consummation of the Initial Public Offering, the Sponsor forfeited an additional 825,000 Founder Shares and certain investors purchased an aggregate of 825,000 Founder Shares for approximately $0.013 per share.

As of October 1, 2025, there were 1,916,667 Founder Shares issued and outstanding. The underwriter fully exercised the over-allotment option and none of the Founder Shares were subject to forfeiture.

In February 2026, the Sponsor transferred 100,000 Founder Shares to four independent directors of the Company as a one-time equity grant for their services on the board of directors, as follows: (i) 25,000 Founder Shares to Richard Saldanha; (ii) 25,000 Founder Shares to Joel Huffman; (iii) 25,000 Founder Shares to Roshan Boodhoo; and (iv) 25,000 Founder Shares to Mahboob Subuhani Mohamed Mohideen. The shares vest only upon the consummation of a Business Combination and subject to the director’s continued service through such date, and are subject to return to the Sponsor if such event does not occur.

Richard Saldanha resigned from the Company’s board of directors effective May 8, 2026. In connection with his resignation, the 25,000 unvested Founder Shares previously granted to Mr. Saldanha were returned to the Sponsor for no consideration. Following Mr. Saldanha’s resignation and the return of his shares, the Sponsor holds, as of the date of this Quarterly Report on Form 10-Q, 1,016,667 Founder Shares, the three remaining independent directors collectively hold 75,000 Founder Shares and Maxim and certain third-party investors collectively hold 825,000 Founder Shares (see above). The total number of Class B ordinary shares outstanding remains 1,916,667. As of June 30, 2026, no compensation expense has been recognized with respect to the remaining unvested Founder Share grants, as the vesting condition (consummation of a Business Combination) is not yet considered probable.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of an initial Business Combination; and (B) subsequent to an initial Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 75 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction 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.

Promissory Note — Sponsor

On August 1, 2024, the Company entered into a promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $300,000 to fund costs incurred in connection with the Company’s formation and its initial public offering. On April 1, 2025, the promissory note was amended to increase the maximum borrowing amount to $800,000. The promissory note was non-interest bearing and payable upon the earlier of the consummation of the Company’s initial public offering or December 31, 2025 (which has been repaid). In connection with the completion of the Company’s Initial Public Offering in October 2025, the Company repaid substantially all amounts outstanding under the promissory note. As of June 30, 2026, and December 31, 2025, an aggregate principal amount of $22 remained outstanding under the promissory note and is included in Loan from Sponsor in the accompanying balance sheets.

Due to Related Parties

In October 2025, in connection with the Private Placement, certain Founder Shares were purchased by third-party investors from the Company following the forfeiture of such shares by the Sponsor. The Company recorded amounts payable to related parties representing proceeds from these share sales that were temporarily retained by the Company.

As of June 30, 2026, and December 31, 2025, the Company had an outstanding balance of $22,261 payable to related parties, included in current liabilities. The payable is non-interest bearing and is expected to be settled in the normal course of business.

Administrative Support Services

Commencing on the closing of the Initial Public Offering, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees. Effective as of October 1, 2025, the service provider irrevocably waived its right to receive such monthly fees for all periods commencing on and after October 1, 2025, through and including the earlier of the consummation of the Company’s initial Business Combination and the Company’s liquidation. No amounts were incurred or accrued under this arrangement for the six months ended June 30, 2026.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of June 30, 2026, and December 31, 2025, there are no Working Capital Loans outstanding.