Item 4 — Purpose of Transaction
Founder Shares On March 5, 2026, the Sponsor paid $25,000 to cover certain of Issuer's offering and formation costs in exchange for 7,187,500 Class B ordinary shares. On March 13, 2026, the Sponsor surrendered for no consideration 862,500 Founder Shares, resulting in the Sponsor holding an aggregate of 6,325,000 Founder Shares. In connection with the closing of the partial exercise by the underwriters of the Issuer's initial public offering (the "IPO") of their option to purchase additional units (the "Over-Allotment Option"), the Sponsor forfeited 11,703 Founder Shares, resulting in the Sponsor holding an aggregate of 6,313,297 Founder Shares. The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Issuer's initial business combination (the "Business Combination") or earlier at the option of the holder on a one-for-one basis, subject to the adjustments and anti-dilution rights described under the heading "Description of Securities--Founder Shares" in the Issuer's prospectus (File No. 333-294983). Private Placement Units Simultaneously with the closing of the IPO, on April 29, 2026, pursuant to a Private Placement Units Purchase Agreement between the Issuer and the Sponsor (the "Private Placement Units Purchase Agreement"), the Issuer completed the private sale of 420,000 units (the "Private Placement Units") at a purchase price of $10.00 per unit, to the Sponsor. On May 1, 2026, simultaneously with the closing of the Over-Allotment Option, the Issuer completed the private sale of an additional 32,532 Private Placement Units to the Sponsor at a price of $10.00 per unit. Each Private Placement Unit consists of one Class A ordinary share and one-third of one warrant. The Private Placement Units are identical to the units sold in the IPO, except that the Private Placement Units (including the securities comprising such units) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of a Business Combination and are entitled to registration rights. For additional information, please see "Letter Agreement" and "Registration Rights Agreement" below. The foregoing description of the Private Placement Units Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference. In addition, the Sponsor may loan or make additional investments in the Issuer, although it is under no obligation to advance funds or invest in the Issuer. Any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to the Issuer in connection with the completion of the Business Combination. Such loans may be convertible into Private Placement Units, at a price of $10.00 per unit, at the option of the Sponsor. Letter Agreement The Sponsor, the Issuer's officers and directors and the Issuer entered into a letter agreement dated April 27, 2026 (the "Letter Agreement"), pursuant to which they agreed to certain voting, lock-up, and redemption rights provisions described in more detail below. Redemption Rights Waiver Pursuant to the Letter Agreement, the Sponsor and the Issuer's officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Units (including the securities comprising such units) and any other Class A ordinary shares included in the units sold in the IPO (the "public shares") they may acquire during or after the IPO in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Units (including the securities comprising such units) and any public shares they may acquire during or after the IPO in connection with a shareholder vote to approve an amendment to amend the Issuer's amended and restated memorandum and articles of association (the "Articles") (A) to modify the substance or timing of the Issuer's obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Issuer's public shares if the Issuer does not complete the Business Combination within the Issuer's completion window or (B) with respect to any other material provisions relating to shareholders' rights or pre-Business Combination activity, (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and Private Placement Units (including the securities comprising such units) if the Issuer fails to complete the Business Combination within the Issuer's completion window, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Issuer fail to complete its Business Combination within the prescribed