Item 4 — Purpose of Transaction
Founder Shares On September 4, 2025, pursuant to the terms of the Securities Subscription Agreement between the Sponsor and the Issuer, the Sponsor purchased 4,791,667 ordinary shares of the Issuer for an aggregate purchase price of $25,000 in cash, or approximately $0.00522 per share. On October 21, 2025, pursuant to the terms of the Amended and Restated Securities Subscription Agreement between the Sponsor and the Issuer, the Sponsor purchased an additional 259,009 ordinary shares of the Issuer for a total of 5,050,676 ordinary shares (the "Founder Shares") for no additional consideration. On May 14, 2026, the Sponsor transferred 35,000 Founder Shares to each of the director nominees, resulting in the Sponsor holding 4,910,676 Founder Shares. Because the underwriters did not exercise the over-allotment option in full, 131,757 Founder Shares of the Sponsor were forfeited for no consideration, resulting in the Sponsor holding 4,778,919 Founder Shares. Private Units On May 14, 2026 and May 15, 2026, as part of the private placement units purchase agreement dated May 12, 2026 (the "Private Placement Units Subscription Agreement"), the Sponsor purchased an aggregate of 470,000 private units (the "Private Units") from the Issuer for an aggregate purchase price of $4,700,000. Each Private Unit consists of one ordinary share and one right ("Private Rights"), each right entitles the holder thereof to receive one-fifth (1/5) of one ordinary share upon the consummation of our initial business combination, subject to adjustment. The Private Units are identical to the Public Units. If the Private Units are held by holders other than the initial purchasers or their permitted transferees, then the Private Units will be redeemable by the Issuer and exercisable by the holders on the same basis as the Public Units. The Private Units will not be transferable, assignable or saleable until after the completion of the Issuer's initial business combination, except to permitted transferees. Working Capital Loans The Sponsor or the Issuer's officers, directors or initial stockholders, or their respective affiliates, may, but are not obligated to, loan the Issuer funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Issuer's initial Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit ("Working Capital Units"). The Working Capital Units, if any, would be identical to the Private Units. The terms of such loans, if any, have not been determined. Rights Agreement The Rights are governed by the terms of the Share Rights Agreement, dated as of May 12, 2026 (the "Rights Agreement"), between the Issuer and Continental Stock Transfer & Trust Company ("Continental"), as rights agent. Each Right entitles the registered holder to receive one-fifth (1/5) of one ordinary share, subject to adjustment as described therein, at any time commencing upon the Issuer's consummation of an initial business combination. Registration Rights Pursuant to the Registration Rights Agreement, dated as of May 12, 2026 (the "Registration Rights Agreement"), among the Issuer, the Sponsor, and certain other security holders, the holders of the Founder Shares, the Private Units (and underlying securities) and any Working Capital Units (and underlying securities), including any securities of the Issuer issued as a dividend or other distribution with respect to or in exchange for or in replacement of such securities (collectively, the "Registrable Securities"), including the Sponsor, are entitled to make up to three demands that the Issuer register such securities. In addition, the holders of the Registrable Securities, including the Sponsor, have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the Issuer's consummation of a Business Combination. Letter Agreement On May 12, 2026, the Issuer entered into a letter agreement (the "Letter Agreement") with the Reporting Person and the other parties thereto (collectively, the "Insiders"). Under the Letter Agreement, among other matters, the Insiders agreed with the Issuer: (i) that they will not propose, or vote in favor of, any amendment to the Issuer's amended and restated memorandum and articles of association ("MAA") (A) to modify the substance or timing of the Issuer's obligations with respect to conversion rights as described in the Registration Statement or (B) with respect to any other provision relating to shareholders' rights or pre-initial Business Combination activity, unless the Issuer provides public shareholders with the opportunity to convert their shares upon the approval of any such amendment; (ii) that if the Issuer solicits approval of its shareholders of a Business Combination, the Insider