Note 5 — Related Party Transactions

Founder Shares

On July 16, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, to cover certain of the Company’s expenses, for which the Company issued 7,666,667 founder shares to the Sponsor. Up to 1,000,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option was exercised. On December 15, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result, the 1,000,000 founder shares are no longer subject to forfeiture by the Sponsor.

On December 10, 2025, the Sponsor assigned and transferred an aggregate of 45,000 founder shares, represented by Sponsor membership interests, to the three independent directors (15,000 founder shares each) of the Company in exchange for their services as independent directors. The assignment of the founder shares to the holders of such interests is in the scope of FASB ASC 718. Under FASB ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 45,000 founder shares represented by such membership interests assigned to the holders of such interests on December 10, 2025 was $218,250 or $4.85 per share. The transfer of membership interests has no service restrictions; thus, the total fair value was recorded as compensation expense on the grant date.

The Company established the initial fair value of the founder shares on December 10, 2025, the date of the grant agreement, using a calculation prepared by a third-party valuation team. The valuation model used unobservable inputs and assumptions for the probability of successfully completing a business combination (55%) and a discount for a lack of marketability of the founder shares (10%).

The Company’s initial shareholders agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the following: (i) 20% upon the completion of the initial Business Combination and (ii) 20% on each of the subsequent four months.

Promissory Note — Related Party

The Sponsor 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, 2025 or the closing of the Initial Public Offering. On December 15, 2025, the Company had borrowed $177,659 under the promissory note which was fully settled simultaneously with the closing of the Initial Public Offering. Borrowing against the promissory note is no longer available.

Administrative Services Agreement

Commencing on December 11, 2025, the effective date of the Initial Public Offering, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $12,500 per month for office space, utilities, and secretarial and administrative support. For the three and nine months ended September 30, 2026, the Company incurred $37,500 and $112,500 in fees and paid $37,500 and $120,968 for these services pursuant to the Administrative Services Agreement, respectively. At September 30, 2026 and December 31, 2025, $0 and $8,468, respectively, were included in due to Sponsor in the accompanying condensed balance sheets. For the period from July 3, 2025 (inception) through September 30, 2025, the Company did not incur or pay any fees for these services.

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. 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 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 $1,500,000 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 warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.