Note 6 — Commitments and Contingencies

Risks and Uncertainties

Various social and political circumstances in the U.S. and around the world, including rising trade tensions between the U.S. and China and the ongoing Russia/Ukraine and Hamas/Israel conflicts, may contribute to increased market volatility and economic uncertainty. These conditions could materially and adversely affect the Company’s ability to consummate a Business Combination, the availability and terms of equity or debt financing, or the operations of a target business with which the Company ultimately consummates a Business Combination.

The specific impact of these matters on the Company’s financial position, results of operations, liquidity or ability to complete a Business Combination is not currently determinable. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Registration Rights

The holders of the Founder Shares, private units, and securities that may be issued in payment of working capital loans and extension loans will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement. The holders of a majority of these securities are entitled to make demands that the Company register such securities, and the Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company has granted Polaris Advisory Partners (“PAP”), the representative of the underwriters, a 45-day option from the date of the registration statement to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On March 10, 2026, the underwriter fully exercised its over-allotment option in full, which was closed on March 12, 2026.

The underwriters are entitled to a cash underwriting discount of $575,000 ($500,000 in connection with the IPO and $75,000 in connection with the over-allotment option), which was paid upon closing. In addition, the Company issued 230,000 ordinary shares (the “Representative Shares”) to the underwriters as underwriting compensation in lieu of any deferred underwriting fee.

Finder’s Agreement

On March 7, 2026, the Company entered into a finder’s agreement with Wealthwise Solutions LTD. Pursuant to the agreement, the Company agreed to pay a one-time, non-refundable retainer fee of $300,000 upon execution of the agreement. The Company also agreed to pay a success fee of $1,500,000 upon the closing of a transaction, as defined in the agreement. The retainer is amortized on a straight-line basis over the expected service period through the end of the Combination Period. For the three and six months ended June 30, 2026, the Company recorded $59,209 and $75,693, respectively, as business combination expenses, with $224,307 remaining as deferred expenses as of June 30, 2026. The success fee has not been accrued because it is contingent upon the closing of a transaction.

DeSPAC Legal Engagement

On March 16, 2026, the Company engaged Celine & Partners, PLLC to provide legal services in connection with its proposed initial Business Combination with Rongcheng Group Limited (see Note 1), including due diligence, drafting of the Business Combination Agreement (the “BCA”) and the related registration statement on Form F-4, and responding to SEC comments thereon. Fees are payable in four milestone installments of $100,000 each, triggered upon execution of the engagement letter, execution of the BCA, filing of the Form F-4, and receipt of and response to related SEC comments. As of June 30, 2026, the first two milestones had been triggered, and $200,000 was recorded as deferred expenses.

Right of First Refusal

The Company has granted PAP a right of first refusal for a period commencing from the consummation of the IPO until the earlier of (i) 10 months after the consummation of the initial business combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial business combination within the prescribed time period) or (ii) 36 months after the consummation of the IPO in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of the IPO.