Item 4 — Purpose of Transaction
Founder Shares On September 30, 2025, the Sponsor acquired an aggregate of 3,828,082 Class B ordinary shares, for $25,000, or approximately $0.007 per share, including an aggregate of up to 499,315 shares subject to forfeiture to the extent the underwriters did not exercise their over-allotment option in full. On May 22, 2026, the underwriters partially exercised the over-allotment option in connection with the IPO and as a result, 55,479 founder shares were forfeited by the Sponsor. The Founder Shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination (the "Business Combination") on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The description of the Founder Share Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.8 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on November 17, 2025 (and is incorporated by reference herein as Exhibit 10.1). Placement Units On May 20, 2026, as part of a Private Placement Units Purchase Agreement dated May 20, 2026 (the "Unit Purchase Agreement"), Sponsor purchased 223,000 placement units (the "Placement Units") from the Issuer for an aggregate purchase price of $2,230,000. Each Placement Unit consists of one Class A ordinary share ("Placement Share") and one right to receive one-fourth (1/4) of a Class A ordinary share upon the consummation of the Business Combination ("Placement Share Right"). The foregoing description of the Unit 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. Letter Agreement Sponsor and the Issuer entered into a letter agreement (the "Letter Agreement") with other parties named thereunder on May 20, 2026, pursuant to which Sponsor agreed to (i) waive its redemption rights with respect to its Founder Shares, Placement Shares and any Class A ordinary shares purchased during or after the IPO (the "public shares") in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to its Founder Shares, Placement Shares, and any public shares in connection with the completion of the Business Combination in connection with a shareholder vote to approve an amendment to the Issuer's amended and restated memorandum and articles of association (A) to modify the substance or timing of the Issuer's obligation to allow redemption in connection with the Issuer's Business Combination or certain amendments to the Issuer's amended and restated memorandum and articles of association prior thereto or to redeem 100% of the Issuer's public shares if the Issuer does not complete the Business Combination within 12 months from the closing of the IPO (the "Combination Period") or (B) with respect to any other provision relating to shareholders' rights or pre-Business Combination activity and (iii) waive its rights to liquidating distributions from the trust account with respect to its Founder Shares and the Placement Shares if the Issuer fails to complete the Business Combination within the Combination Period, although Sponsor will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if the Issuer fails to complete the Business Combination within the Combination Period. Pursuant to the Letter Agreement, Sponsor agreed to vote any Founder Shares, Placement Shares and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. If the Issuer submits the Business Combination to its public shareholders for a vote, the Issuer will complete the Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination. Further pursuant to the Letter Agreement, Sponsor has agreed not to transfer, assign or sell the Founder Shares and any Class A ordinary shares purchased during or after the IPO, as applicable, until the earlier of (i) six months after the date of the consummation of the Business Combination or (ii) the date on which the closing price of the Class A ordinary shares equals or exceeds $15.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Business Combination or (y) the date on which the Issuer completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Issuer's public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Pursuant to the Letter Agreement, Sponsor also has agreed that