Note 5 — Related Party Transactions

Founder Shares

On September 29, 2025, the Company agreed to issue to the Sponsor 1,725,000 ordinary shares with a par value of $0.0001 per share (the “Founder Shares”) for an aggregated consideration of $25,000, or approximately $0.0145 per share pursuant to a share subscription agreement. On February 20, 2026, the Company issued an additional 1,150,000 founder shares to the Sponsor for no consideration. As a result, the Sponsor holds a total of 2,875,000 founder shares, or approximately $0.0087 per share. Pursuant to the Securities Subscription Agreement, as amended, up to 375,000 of the Founder Shares are subject to forfeiture to the extent that the underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will beneficially own 20% of the Company’s issued and outstanding shares after the IPO (not including the shares underlying the Private Units and assuming the Sponsor does not purchase any Public Shares in the IPO and excluding the Private Units).

As of July 31, 2026, there were 2,625,000 Founder Shares issued and outstanding, after the forfeiture of 250,000 Founder Shares for no consideration as a result of the partial exercise of the underwriters’ over-allotment option to purchase 500,000 Units which was closed on May 27, 2026. As of January 31, 2026, 2,875,000 Founder Shares were issued and outstanding, of which up to 375,000 shares were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Ordinary shares have been retroactively restated to reflect the issuance of an additional 1,150,000 founder shares to the Sponsor for no consideration on February 20, 2026.

The Founder Shares are identical to the ordinary shares included in the Units being sold in the IPO, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (ii) the Sponsor, officers and directors of the Company will enter into a letter agreement with the Company, pursuant to which they will agree (A) to waive their redemption rights with respect to the Founder Shares, private placement shares and public shares in connection with the completion of its initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and private placement shares if the Company fails to complete its initial Business Combination within 12 months from the closing date of this offering (or 15 months in the event that a definitive business combination agreement has been publicly announced within such 12-month period) (subject to shareholder approval, there are no limitations as to the duration of an extension or the number of times the Completion Window may be extended by shareholders via an amendment to the post-offering memorandum and articles of association), although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within such time period and (iii) the Founder Shares and private placement shares are subject to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, the Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement to be entered into with the Company, to vote any Founder Shares and private placement shares held by them and any public shares purchased during or after the IPO in favor of the Company’s initial Business Combination.

With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to certain permitted transferees) until the earlier of 180 days after the date of the consummation of the Company’s initial Business Combination or the date on which the closing price of the Company’s 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 90 days after the Company’s initial Business Combination.

Due to Related Party

The Sponsor paid certain formation or operating costs on behalf of the Company; the Company also received additional funds from the Sponsor. These amounts are due on demand and non-interest bearing. As of July 31, 2026, the amount due to the related party was $34,877, consisting of $7,135 of advances from the Sponsor and $27,742 of unpaid administrative service fees. As of January 31, 2026, the amount due to the related party was $58,921.

Promissory Note — Related Party

On September 29, 2025, the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free; the principal may be drawn down from time to time upon a written request from the Company to the Sponsor. The Promissory Note is due on the earlier of: (i) December 31, 2026 or (ii) the date on which the Company consummates an initial public offering of its securities. The total outstanding balance of $300,000 under the Promissory Note was repaid on May 11, 2026. As of July 31, 2026 and January 31, 2026, $0 and $300,000 were outstanding under the Promissory Note.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $10,000 per month for office space and administrative and support services. The Company incurred $27,742 during each of the three- and six-month periods ended July 31, 2026. As of July 31, 2026 and January 31, 2026, unpaid balances of $27,742 and $0, respectively, were included in Due to related party on the accompanying unaudited condensed balance sheets.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended 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”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. In the event that the initial 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 $1,000,000 of such Working Capital Loans may be convertible into units of the post business combination entity at a price of $10.00 per Unit at the option of the lender. The terms of Working Capital Loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

As of July 31, 2026 and January 31, 2026, the Company had no borrowings under the Working Capital Loans.