NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On November 8, 2025, the Company’s Sponsor A paid $5,000 in exchange for 20,000 shares of common stock, or approximately $0.25 per share. On November 20, 2025, the Company issued a dividend of approximately 142.75 founder shares for every issued and outstanding founder share, or an aggregate of 2,855,000 founder shares (the “Dividend Shares”), in exchange for an additional consideration of $20,000, resulting in the Sponsor A holding an aggregate of 2,875,000 founder shares (the “Founder Shares”) for a per share consideration of $0.0087. As of November 30, 2025, a $5,000 subscription receivable for common stock remained outstanding and payable by Sponsor A and was subsequently received in full on December 12, 2025.

On March 5, 2026, Sponsor A entered into a securities assignment agreement with Sponsor B, pursuant to which, the Sponsor B acquired 560,000 founder shares for $4,872, for a per share consideration of $0.0087. On July 30, 2026, Our Sponsor A entered into a securities transfer agreement with each of our directors, pursuant to which, the Sponsor A transferred (w) 100,000 Founder Shares to Ms. Molly Huang, the CEO, President and director of the Company, (x) 40,000 founder shares to Mr. Kerkaert, the CFO of the Company; (y) 20,000 Founder Shares to each of Mr. Samir Parikh and Masahiro Honna, the independent director of the Company, (z) 10,000 Founder Shares to Mr. Irfan Verjee, the independent director of the Company, immediately after the IPO. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 11,500,000 units if the underwriters’ over- allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the IPO (not including the Representative Shares, Private Shares, or any share underlying the units issuable upon conversion of Working Capital Loans). As the underwriters waived the over-allotment option in full at the closing of the IPO, 375,000 Founder Shares were forfeited by Sponsor A, resulting in 2,500,000 Founder Shares outstanding as of August 31, 2026.

The Company’s Insiders have agreed not to transfer, assign or sell any of their Founder Shares until: (i) with respect to 50% of the Founder Shares, the earlier of (x) six months after the date of the consummation of the initial Business Combination or (y) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination and (ii) with respect to the remaining 50% of the Founder Shares, six months after the date of the consummation of the initial Business Combination; except to certain permitted transferees and under certain circumstances. Although no such transfers or cancellations are contemplated, the Company could agree to permit such transfer or cancellation to facilitate the closing of the Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the Company consummates a transaction after the initial Business Combination which results in its stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Promissory Note — Related Party

On November 8, 2025, the Sponsor A agreed to loan the Company an aggregate of up to $500,000 to be used for a portion of the expenses of the IPO. The loan was non-interest bearing, unsecured and was payable on the earlier of (i) December 31, 2026 or (ii) the closing of the IPO. These loans will be repaid out of the proceeds not held in the Trust Account. As of August 31, 2026, Sponsor A had converted $ 345,749 into private placement units upon the closing of the IPO and repaid the remaining promissory note in full and had no outstanding balance under the promissory note. As of November 30, 2025, the Company had borrowed $158,562 under the promissory note.

Related Party Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Insiders or an affiliate of the Insiders may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Up to $3,000,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. As of August 31, 2026 and November 30, 2025, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company is obligated, commencing from the closing date of the Initial Public Offering to pay the Sponsor A, a monthly fee of $10,000 for up to 15 months, for office space, administrative and support services. This agreement was signed by the Company and the Sponsor A on July 30, 2026 and it will terminate upon completion of the Company’s Business Combination or the liquidation of the Trust Account to public shareholders. The Company has recognized operating costs under the Administrative Services Agreement in the amount of $10,000 for the three and nine months ended August 31, 2026.