NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On May 7, 2026, the Sponsor made a capital contribution of $25,000, or approximately $0.0026 per share, to cover certain of the Company’s expenses, for which the Company issued 8,433,333 founders shares to the Sponsor. Subsequently, on July 13, 2026, the Company capitalized $115 standing to the credit of its share premium account and issued an additional 1,150,000 founder shares to the Sponsor for no consideration, resulting in the Sponsor holding an aggregate of 9,583,333 founder shares. All share and per share data has been retroactively presented. Up to 1,250,000 of the founder shares were to be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment was exercised. On August 31, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,250,000 founder shares are no longer subject to forfeiture.

In July and August of 2026, the Sponsor granted membership interests in the Sponsor equivalent to an aggregate of 925,000 founder shares and 500,000 Private Placement Warrants to the Company’s officers and independent directors. These issuances were made in exchange for an aggregate purchase price of $7,413 and services to be provided to the Company. The membership interests in founder shares and Private Placement Warrants granted to the Company’s officers and independent directors are within the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, share-based compensation associated with equity-classified awards is measured at fair value on the assignment date. On August 31, 2026, the membership interests as represented by 925,000 founder shares have an aggregate fair value of $937,025, or $1.013 per share, and the membership interests as represented by 500,000 Private Placement Warrants have an aggregate fair value of $248,850, or approximately $0.50 per Private Placement Warrant. The membership interests in founder shares and Private Placement Warrants have no service restrictions, thus, the total fair value of $1,178,462, net of consideration received, was recorded as share-based compensation expense on August 31, 2026. The Company determined the fair value of the membership interests as represented by founder shares based on a valuation prepared by an independent third-party valuation firm using the Probability-Weighted Expected Return Method, which considered the following market assumptions; (i) underlying share price of $9.836, (ii) likelihood of Initial Public Offering of 100%, (iii) likelihood of Business Combination 10.7%, (iv) net proceeds after concessions of $1.053, (v) discount for lack of marketability (“DLOM”) of 3.8%, and (vi) probability-weighted payoff, net of DLOM of $1.013. The Company established the fair value of membership interests as represented by Private Placement Warrants using a calculation prepared by a third-party valuation team, which were valued the same as the Public Warrants, which considered the following market assumptions; (i) underlying share price of $9.836, (ii) volatility of 10.5%, (iii) risk-free rate of 4.37%, and (iv) warrant term (in years) of 2.54.

The Sponsor has agreed not to transfer, assign or sell any founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) 180 days after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they will agree to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, 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 the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

Promissory Note — Related Party

On May 7, 2026, the Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. As of June 30, 2026, the Company had borrowed $52,420 under the promissory note. As of August 31, 2026, the Company had borrowed $193,476 under the promissory note, which was paid in full at the closing of the Initial Public Offering. Borrowings under the promissory note are no longer available.

Services and Indemnification Agreement

Commencing on August 27, 2026, the date the securities of the Company are first listed on Nasdaq, the Company entered into an agreement pursuant to which it will pay an aggregate of $83,333.33 per month to Inflection Point Asset Management LLC (“IPAM” or “Inflection Point Asset Management”), an affiliate of the Sponsor and executive officers, for office space and administrative services provided to members of the management team. The Company will cease paying these monthly fees upon the completion of the Company’s initial Business Combination or its liquidation. Any such payments prior to the initial Business Combination will be made from (i) funds held outside the Trust Account or (ii) funds released to the Company as Permitted Withdrawals. In addition, the Company agrees, pursuant to the services and indemnification agreement with the Sponsor and IPAM relating to the monthly payment for office space and administrative services provided to members of the management team described above, that the Company will indemnify the Sponsor and IPAM from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor and/or IPAM alleging any expressed or implied management or endorsement by the Sponsor and/or IPAM of any of the Company’s activities or any express or implied association between the Sponsor and/or IPAM, on the one hand, and the Company or any of its other affiliates, on the other hand, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. As of June 30, 2026, prior to the date when the agreement has been executed, the Company did not incur any administrative services fees.

Related Party 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. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use amounts 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 $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per private placement warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of June 30, 2026, no such Working Capital Loans were outstanding.