NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On December 18, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.002 per share, to cover certain of the Company’s deferred offering costs and expenses, for which the Company issued 10,005,000 founder shares to the Sponsor. On May 29, 2026, the Sponsor forfeited 2,338,333 founder shares for no consideration. Following and as a result of that forfeiture of founder shares, the Sponsor held 7,666,667 founder shares and was deemed to have purchased the founder shares for approximately $0.003 per share. The founder shares included an aggregate of up to 1,000,000 shares, which were subject to surrender and forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised within the 45-day period following the closing of the Initial Public Offering. On June 15, 2026, the underwriter partially exercised its over-allotment option and on June 16, 2026, forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the over-allotment option by the underwriter, 550,000 founder shares are no longer subject to forfeiture and 450,000 founder shares were forfeited.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year 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”). Notwithstanding the foregoing, if (1) the closing price of the Class A 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 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders 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

The Sponsor has agreed to loan the Company an aggregate of up to $400,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing and unsecured. The promissory note is payable on the earlier of December 31, 2026 or the date the Company consummates the Initial Public Offering. On June 11, 2026, the Company repaid the total outstanding balance of the promissory note amounting to $316,379. Borrowings under the promissory note are no longer available.

Due from Sponsor

The Company paid the Sponsor an amount of $6,500 in excess of the outstanding promissory note balance at the closing of the Initial Public Offering. The excess payment of $6,500 is denoted as a due from Sponsor on the accompanying condensed balance sheets as of September 30, 2026.

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 units of the post-Business Combination entity at a price of $10.00 per unit, at the option of the lender. Such units would be identical to the Private Placement Units. There are no Working Capital Loans outstanding as of September 30, 2026 and December 31, 2025.