NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, the Private Units, the $15 Private Warrants (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering. The Company will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Underwriting Agreement

The Company will grant the underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Proposed Offering price.

The underwriters will be entitled to a underwriting discount equal to the lesser of (i) 1% of the gross proceeds of the Proposed offering and (ii) an amount equal to $1,000,000. Underwriters will be entitled to 0.5% fee on the over-allotment proceeds.

Underwriters will be entitled to receive 200,000 private units (“Underwriter Units”) (or 230,000 Underwriter Units if the underwriters’ overallotment option is exercised in full) at close of Proposed Offering.

Underwriter will be entitled to expense reimbursement which will be paid at closing of Proposed Offering. The expense reimbursement will not exceed $125,000 in aggregate.

Advisory Agreement

On September 30, 2025, the Company entered into an agreement with Imperii Securities LLC ( the “Advisor’) pursuant to which Advisor will provide financial advice and assistance in connection with the Business Combination. Upon the closing of Business Combination, Advisory will be entitled to transition fee equal to the 1% of the consideration paid for the Business Combination. In no event shall the fee be less than $1,000,000 or greater than $3,000,000.