NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On June 18, 2021, the Sponsor purchased 5,750,000 Class B ordinary shares of the Company, par value $0.0001 (“Class B ordinary shares” and such shares purchased by the Sponsor, the “Founder Shares”), for a purchase price of $25,000. On March 13, 2026, the Company effected share capitalization and issued an additional 1,916,667 Class B ordinary shares to the Sponsor resulting in an aggregate of 7,666,667 Class B ordinary shares outstanding and held by the Sponsor. All share and per share data have been retrospectively presented (up to 1,000,000 Founder Shares of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised). On July 31, 2026, the Company closed the issuance and sale of 395,500 additional Units as the underwriters partially exercised their over-allotment option. As a result, 131,833 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into non-redeemable Class A ordinary shares in connection with the consummation of the Business Combination and are subject to certain transfer restrictions, as described in Note 7.

On July 13, 2026, the Sponsor transferred an aggregate of 460,000 Founder Shares to the independent directors and officers of the Company, at a price equal to $0.003 per share, in exchange for their services as independent directors and officers through the Company’s initial Business Combination. Under FASB ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value on the grant date. Those Founder Shares have an aggregate fair value of $448,500, or $0.98 per share. The Company established the fair value of Founder Shares using Monte Carlo Simulation Model prepared by a third-party valuation firm, which takes into consideration the following market assumptions; (i) stock price of $9.88, (ii) risk-free rate of 3.66%, and (ii) market adjustment of 9.90%. The Founder Shares were transferred subject to a performance condition (i.e., the occurrence of Business Combination). The Company will recognize share-based compensation expense of $448,500 at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination). As of June 30, 2026 and December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no share-based compensation expense was recognized.

The initial shareholders have agreed to forfeit up to 1,000,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the Private Placement Units). If the Company increases or decreases the size of the offering, the Company will effect a share dividend or share contribution back to capital, as applicable, immediately prior to the consummation of the Initial Public Offering in such amount as to maintain the Founder Share ownership of the Company’s shareholders prior to the Initial Public Offering at 25% of the Company’s issued and outstanding ordinary shares upon the consummation of the Initial Public Offering (not including the Private Placement Units).

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

Underwriter

The lead underwriter and the representative of the underwriters is an affiliate of the Sponsor (Note 6).

Promissory Note — Related Party

On June 17, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and, as amended on March 10, 2026, will be repaid upon the completion of the Initial Public Offering. As of June 30, 2026 and December 31, 2025, the Company had $300,000 and $0 borrowings under the Note, respectively. Subsequently, on July 15, 2026, the Company paid in full the total outstanding balance of the Note amounting to $300,000. Borrowings against the Note are no longer available.

Advances from Related Party

As of June 30, 2026 and December 31, 2025, an affiliate of the Sponsor of the Company paid expenses on its behalf and owed them the aggregate amounts of $70,657 and 30,060, respectively. Subsequently, on July 21, 2026, the Company paid in full the total outstanding balance of the advances from related party.

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. Any Working Capital Loans will be repayable by the Company upon consummation of the Business Combination out of the proceeds of the Trust Account released to the Company; provided that, at any time beginning 60 days after the date of the Initial Public Offering, at the Sponsor’s option, up to $1,500,000 of such Working Capital Loans may be converted into Class A ordinary shares at a conversion price of $10.00 per Unit. If the Company is unable to consummate the Business Combination, 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. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

Administrative Support Agreement

Commencing on July 13, 2026, the date the Class A ordinary shares are first listed on the Nasdaq, the Company agreed to pay $20,000 a month to the Sponsor for office space, administrative and shared personnel support services and will terminate upon the earlier of the consummation by the Company of the Business Combination or the liquidation of the Company. As of June 30, 2026 and December 31, 2025, no amount has been incurred for these services.