NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of Founder Shares (only after conversion of such shares to Class A ordinary shares), Private Placement Units (and their underlying securities), and Private Placement Units (and their underlying securities) that may be issued upon conversion of up to $1,500,000 under the Working Capital Loans and any additional loans will be entitled to registration rights pursuant to a registration rights agreement signed on July 13, 2026, the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. In addition, the underwriters and the Sponsor may not exercise their demand and piggyback registration rights solely with respect to the Private Placement Units after five (5) and seven (7) years, respectively, from the commencement of sales of the Initial Public Offering and may not exercise their demand rights with respect to the Private Placement Units on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted JonesTrading Institutional Services LLC (“Jones”), the lead underwriter, the representative of the underwriters, and an affiliate of the Sponsor, a 45-day option to purchase up to 3,000,000 Units to cover over-allotments, if any, from the date of the Initial Public Offering price less the underwriting discounts and commissions. As of July 15, 2026, at the closing of the Initial Public Offering, the full over-allotment option remains open. Subsequently, on July 31, 2026, the Company closed the issuance and sale of 395,500 additional Units in connection as the underwriters partially exercised their over-allotment option. The underwriters have 45 days from the date of the Initial Public Offering to purchase the remaining 2,604,500 Units.

The underwriters were paid a cash underwriting discount of $4,000,000 and an additional $100,000 for selling group commissions upon the closing of the Initial Public Offering. The Company engaged Odeon Capital Group LLC (“Odeon”) as a qualified independent underwriter, that participated in the preparation of the registration statement and exercised the usual standards of “due diligence” in respect thereto. The Company paid a fee of $100,000 to Odeon upon the completion of the Initial Public Offering in consideration for its services and expenses as a qualified independent underwriter. The qualified independent underwriter received no other compensation.

Business Combination Marketing Agreement

The Company engaged Jones, an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities and assist the Company with its press releases and public filings in connection with the Business Combination. Upon the consummation of the Business Combination, the Company will pay Jones a cash fee for such services in an amount equal to 4.0% of the gross proceeds of the Initial Public Offering (or $8,000,000 in the aggregate), and up to 6.0% on the gross proceeds of the overallotment (or $9,800,000 in the aggregate). As a result, Jones will not be entitled to such fee unless the Company consummates its initial Business Combination.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.