NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Shares, Private Placement Warrants, Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any underlying securities) and Private Placement Rights will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. 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 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter fully exercised the over-allotment option on April 8, 2026.

The underwriter received a fixed cash underwriting discount of $2,387,500 paid upon the closing of the Initial Public Offering. The $2,387,500 is net of expense reimbursement of $612,500.

The underwriter will be entitled to a fee of up to $6,000,000 in the aggregate based on the amount of funds remaining in the trust account after redemptions of public shares, for deferred commissions payable upon completion of the Business Combination.

Capital Markets Advisory Agreement

On May 28, 2026, the Company entered into a capital markets advisory agreement (the “Advisory Agreement”) with the representative of the underwriters, ARC Group Securities LLC (“ARC Group”), to serve as its capital markets advisor during a 90 calendar day period, commencing on May 28, 2026. As compensation for ARC Group’s services, the Company paid and recorded an expense to ARC Group a fee of $120,000 during the three months ended June 30, 2026. There was no unpaid balance as of June 30, 2026. If a private placement takes place, ARC Group will be entitled to a transaction fee, payable in cash, equal to 4% of the fair market value of all of the consideration (including, without limitation, cash and contingent payments) paid by investors for the Company’s securities issued in connection with a private placement transaction before the deduction of expenses related to a private placement transaction, including the fee payable to ARC Group. ARC Group is also entitled to reimbursement of certain incurred expenses. The Company also granted ARC Group a right of first refusal commencing from during the term of the Advisory Agreement and for a period of twelve months thereafter to act as the lead placement agent in the case of any private placement of the Company’s equity, debt or equity-linked securities in connection with the initial Business Combination in the Advisory Agreement.