Note 5 — Related Party Transactions

Founder Shares

On October 20, 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 $10,000 payment (approximately $0.001 per share) from Tribeca Strategic Partners LLC to cover certain expenses on behalf of the Company. On March 16, 2026, the Company’s Sponsor changed from Tribeca Strategic Partners LLC to the Sponsor, at which time Tribeca Strategic Partners LLC entered into a contribution and exchange agreement with the Sponsor, in which Tribeca Strategic Partners LLC exchanged all of the Founder Shares held by it in exchange for units of the Sponsor. On April 16, 2026, the Sponsor surrendered 1,341,666 Class B ordinary shares for no consideration. The Sponsor now holds 5,286,667 Class B ordinary shares, after the transfer of Founder Shares to independent directors which is described below. All share and per-share data have been retrospectively presented. The Founder Shares include an aggregate of up to 700,000 shares, which remains subject to surrender and forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering.

On May 28, 2026, the Sponsor transferred an aggregate of 80,000 Founder Shares to the Company’s independent directors in exchange for their services as directors of the Company. The transfer of Founder Shares to the 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 total fair value of the 80,000 Founder Shares transferred to the directors on May 28, 2026 was $118,400 or $1.48 per share. The Company established the initial fair value of the Founder Shares transferred on May 28, 2026, the grant date, using a calculation prepared by a third party valuation team which takes into consideration the implied Class A share price of $9.85 multiplied by the probability of De-SPAC and market adjustment of 15.0%. The Founder Shares transferred are subject to repurchase by the Sponsor in the event the director resigns or ceases to serve as member of the board prior to the consummation of the initial Business Combination. Share-based compensation would be recognized when the repurchase clause has been lifted (i.e. upon consummation of a Business Combination), in an amount equal to the number of Founder Shares transferred times the grant date fair value per share (unless subsequently modified) less the amount initially received for the shares, if any. As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

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

Tribeca Strategic Partners LLC has agreed, as amended, to loan the Company an aggregate of up to $500,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to the consummation of the Initial Public Offering, Tribeca Strategic Partners LLC contributed the promissory note representing up to $500,000 in loans made to the Company, as well as cash, to the Sponsor in exchange for additional units of the Sponsor. The loan is non-interest bearing, unsecured and due at the earlier of June 30, 2026 or the closing date of the Initial Public Offering. On June 1, 2026, the Company repaid the total outstanding balance of the promissory note amounting to $454,898. Borrowings under the promissory note are no longer available.

Due from Sponsor

The Company paid the Sponsor an amount of $12,500 in excess of the outstanding promissory note balance at the closing of the Initial Public Offering. The excess payment of $12,500 is denoted as a due from Sponsor on the accompanying unaudited condensed balance sheet as of June 30, 2026.

CFO Services Agreement

On November 4, 2025, the Company entered into an agreement with its Chief Financial Officer (the “CFO”). Under the terms of the agreement, the CFO will receive a signing bonus of $20,000 and a monthly cash fee of $10,000, payable in arrears no later than the fifth business day of each month. The CFO’s term will remain in effect until the earlier of (i) termination by either party, (ii) the consummation of the Company’s initial Business Combination, (iii) the winding up of the Company, or (iv) the CFO’s removal, disqualification, or resignation. In addition, the CFO will be entitled to purchase up to 20,000 Class B ordinary shares from Sponsor at a price of $0.0019 per share, subject to applicable transfer restrictions. The agreement was terminated in November 2025. The Company incurred an aggregate fee of $25,000 under this agreement and such amount was accrued accordingly in November 2025. In January 2026, the Company paid the $25,000 accrued fees incurred under this agreement. As of June 30, 2026, no additional fees were incurred or payable under this agreement.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor, commencing on May 28, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $1,000 per month for office space, utilities, and secretarial and administrative support services. For the three and six months ended June 30, 2026, the Company incurred $1,000 in fees for these services, which is included in accounts payable and accrued expenses in the accompanying condensed balance sheet.

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 $1,200,000 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 Private Placement Unit at the option of the applicable lender. As of June 30, 2026, no such Working Capital Loans were outstanding.

Business Combination Financing

The Company has agreed to grant Alto Opportunity Master Fund (“Alto”), who holds an indirect interest in membership interests in the Sponsor, the right, but not the obligation, to purchase the securities offered to third party investors in any Business Combination Financing (defined below), at the same price and on the same terms and conditions as are offered to other third party investors in such Business Combination Financing, in an aggregate amount for each such Business Combination Financing up to 25% of the aggregate gross proceeds raised, subject to certain limited exceptions. “Business Combination Financing” means any equity or equity linked financing (including any private investment in public equity, or PIPE, backstop equity commitment, convertible debt or preferred equity or similar financing) consummated by the Company in connection with and for the purpose of financing the initial Business Combination, subject to certain excluded issuances. The price-based make-whole arrangement for the benefit of Alto is in the event the Measurement Price does not exceed $0.714 (the “Floor Price”) per share during the Measurement Period, then the Chief Executive Officer and Chief Financial Officer have agreed to transfer, allocated on a pro rata basis between them, a number of make-whole Class A ordinary shares or Founder Shares, as applicable, to Alto according to the following formula: Number of make-whole shares transferred = ($443,000/Measurement Price) — 620,200 Founder Shares. If the Measurement Price is equal to or greater than the Floor Price, then no make-whole shares are required to be transferred. “Measurement Price” means the volume-weighted average trading price per share of the Class A ordinary shares on the Nasdaq Capital Market for the Measurement Period. “Measurement Period” means the ten (10) consecutive trading day period ending on, and including, the Measurement Date. “Measurement Date” means the first date on which the Founder Shares held, directly or indirectly (through its interests in Sponsor), by Alto are no longer subject to any contractual lock-up or other transfer restrictions.

The agreement does not establish a fixed settlement obligation at inception, as no securities are issuable unless and until the Company elects to undertake a future financing and Alto separately elects to participate on the same terms as other investors. Accordingly, even if analyzed under ASC 815-40, the participation right would be expected to qualify for equity classification because settlement, if any, would occur through the issuance of the same securities issued to all other financing participants and the agreement does not contain features that would preclude equity classification. As a result, absent a future financing transaction and Alto's election to participate therein, the arrangement would not give rise to a recognized liability at contract inception, thus, the Company concluded that there’s no accounting entry is required at contract inception. In addition, the make-whole arrangement set forth in the agreement would not require recognition by the Company under SAB Topic 5T because the arrangement is not an obligation of the Company, does not settle a pre-existing obligation of the Company, and does not involve the Company issuing additional shares, transferring assets, or providing consideration to Alto. Rather, the agreement expressly states that the make-whole feature is a contractual arrangement solely between the Sponsor and Alto, with any required make-whole shares being satisfied exclusively through transfers of Founder Shares owned by the Sponsor. The Company is not a party obligated to perform under the arrangement and, under no circumstance, is required to issue additional securities or make cash payments to Alto. As a result, the arrangement represents a shareholder-to-shareholder transfer of value that is settled entirely using the Sponsor’s personal ownership interests and does not constitute a Company-sponsored issuance or transfer of consideration that would be recognized by the Company under SAB Topic 5T, thus, supporting the Company’s conclusion that, based on the terms evaluated and the decision framework applied, the agreement does not give rise to an accounting recognition event and no journal entries are required at contract inception.