NOTE 6: COMMITMENTS AND CONTINGENCIES

Underwriting Agreement

The underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to 2,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions, which the underwriters exercised in full on May 27, 2026 (Note 1).

The underwriters were entitled to a cash underwriting discount of $0.15 per Unit, or $2,760,000 in the aggregate, which was paid upon the closing of the Initial Public Offering and the exercise of the Over-Allotment Option. In addition, the underwriters were entitled to a deferred underwriting fee of $0.35 per Unit, or $6,440,000 in the aggregate. The deferred underwriting fee was deposited into the Trust Account and will be released to the underwriters only upon the completion of the Company’s initial Business Combination, subject to the terms of the underwriting agreement.

Registration Rights

The holders of (i) the Founder Shares (including the underlying Class A ordinary shares issuable upon the conversion of the Founder Shares) and (ii) Private Placement Units, including any Private Placement Units that may be issued upon conversion of Working Capital Loans (including any Private Placement Shares, Private Placement Rights and any Class A ordinary shares underlying the Private Placement Rights) will be entitled to registration rights pursuant to a registration rights agreement signed on May 20, 2026 requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). With the exception of the Sponsor and the Private Placement Units it purchases in connection with the Initial Public Offering, the holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, and as excepted above, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.