NOTE 5 — RELATED PARTIES

Founder Shares

On November 20, 2025, the Sponsor received 9,583,333 of the Company’s Class B ordinary shares (the “Founder Shares”) in exchange for a payment of $25,000 to a vendor. On March 31, 2026, the Sponsor surrendered, for no consideration, 3,833,333 founder shares. Amounts have been retroactively restated to reflect the surrendered shares.

Up to 750,000 Founder Shares held by the Sponsor were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. The underwriter fully exercised the over-allotment option on April 8, 2026. As such, no Class B ordinary shares were forfeited.

On February 19, 2026 and February 20, 2026, the Sponsor transferred 50,000 Founder Shares to each of the Company’s independent director nominees and 80,000 Founder Shares to the Company’s Chief Operating Officer, respectively, in each case, at the original purchase price share of $0.003 per share (see Note 10). On March 31, 2026, the Company’s Chief Operating Officer transferred 20,000 Founder Shares to the Sponsor at a purchase price of $0.004 per share. As a result, the Sponsor currently holds 5,490,000 Founder Shares, each of the independent directors holds 50,000 Founder Shares and the Chief Operating Officer holds 60,000 Founder Shares. The Founder Shares transferred to the independent directors and the Chief Operating Officer were not subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. The shares were transferred in connection with services to be provided as public company directors or officers. The estimated fair value of these shares was $494,000 as of April 8, 2026, the closing date of the Initial Public Offering. The fair value of shares will be recognized as an expense when the initial business combination is probable.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell the Founder Shares until the earlier to occur of: (A) 180 days after the completion of a Business Combination and (B) subsequent to a 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 splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

General and Administrative Services

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor or an affiliate thereof a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. Expenses incurred under the agreement were $30,000 and $30,000, respectively, for the three and six months ended June 30, 2026. Unpaid fees were $30,000 and $0, respectively, as of June 30, 2026 and December 31, 2025.

Financial and Accounting Services

On November 19, 2025, the Company entered into an agreement (the “Brio Agreement”) with Brio Financial Group (“Brio Financial”), pursuant to which Brio Financial will provide certain financial and accounting services to the Company, including, but not limited to, assisting the Company with developing and documenting a monthly and quarterly accounting closing process, preparing financial statements, maintaining the Company’s accounting system and its internal debt and equity ledgers, preparing the Management Discussion and Analysis of Financial Condition and Results of Operations portion of quarterly and annual reports, and assisting the Company in connection with the Initial Public Offering. Under the Brio Agreement, the Company agreed to pay Brio Financial a fixed price of $22,500 for initial services, $7,000 per S-1 amendment, subject to a cap of $14,000, $7,500 for the IPO Form 8-K filing, $7,000 for each filing on Form 10-Q and $12,500 for each filing on Form 10-K. Additionally, the Company agreed to pay a fixed monthly rate of $6,000 for Chief Financial Officer services provided by Ian Rhodes. Pursuant to the terms of the Brio Agreement, Mr. Rhodes will be compensated for travel and other out-of-pocket costs and will be entitled to indemnification and director and officer insurance. Either the Company or Brio Financial may terminate the Brio Agreement at any time, for any reason, within 10 days of written notice to the other party. Mr. Rhodes is a Director at Brio Financial but otherwise does not hold any ownership interest in Brio Financial. Expenses incurred under the Brio Agreement were $63,500, for the three and six months ended June 30, 2026. Unpaid fees were $0, as of June 30, 2026 and December 31, 2025.

Unsecured Promissory Note

The Sponsor agreed to loan the Company up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the Initial Public Offering. These loans were non-interest bearing, unsecured and were due upon the earlier of June 30, 2026, the closing of the Initial Public Offering, or an earlier event of default. The promissory note was settled in full at the closing of the Initial Public Offering and is no longer available to the Company.

Related party payable

The Sponsor has paid certain expenses on behalf of the Company. As of June 30, 2026 and December 31, 2025, the balance due the related party was $30,000 and $55,750, respectively.

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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. The units would be identical to the private placement units sold in the private placement. 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. As of June 30, 2026 and December 31, 2025, no Working Capital Loan agreement had been entered into and no amounts were outstanding.

Legal and Consulting Services

LawVisory PLLC (“LawVisory”), a law firm founded and managed by Jeffrey Smith, the Company’s Chairman, Chief Executive Officer and President, provides legal and consulting services to the Company, billed at LawVisory’s standard rates for unaffiliated clients, and receives reimbursement of reasonable expenses. Mr. Smith bills no time and receives no fees for services he provides to the Company, although as LawVisory’s founder and managing attorney he has an indirect economic interest in amounts paid to the firm. No services were provided prior to the Initial Public Offering. Expenses incurred for the period from the Initial Public Offering through June 30, 2026, were $14,851. The unpaid balance as of June 30, 2026 and December 31, 2025, was $14,851 and $0, respectively.