Item 4 — Purpose of Transaction
Founder Shares On October 20, 2025, the Sponsor Manager acquired an aggregate of 6,708,333 Class B Ordinary Shares (the "Founder Shares"), for $10,000 pursuant to a securities subscription agreement (the "Securities Subscription Agreement"). The description of the Securities Subscription 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 10, 2025 (and is incorporated by reference herein as Exhibit 10.1). On March 16, 2026, the Sponsor Manager contributed all 6,708,333 Founder Shares to the Sponsor in exchange for membership units of the Sponsor, of which 700,000 Class B Ordinary Shares were subject to forfeiture to the extent the underwriters did not exercise its over-allotment option in connection with the Issuer's initial public offering (the "IPO") in full. As of the date of this Schedule 13D, the underwriters have not exercised their 45-day over-allotment option to purchase up to an additional 2,100,000 units. On April 16, 2026, the Sponsor surrendered 1,341,666 Founder Shares to the Issuer for no consideration. Immediately before effectiveness of the Issuer's registration statement, the Sponsor transferred 20,000 Founder Shares to each of the four independent directors of the Issuer as compensation for their services. Following and as a result of that acquisition, contribution, exchange, surrender and transfer of Founder Shares, the Sponsor is deemed to have purchased the founder shares for $0.0019 per share. The Founder Shares will automatically convert into shares of 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. Private Placement Units On June 1, 2026, as part of a private placement units purchase agreement dated May 28, 2026 (the "Unit Purchase Agreement"), Sponsor purchased 330,000 placement units (the "Placement Units") from the Issuer for an aggregate purchase price of $3,300,000. Each Placement Unit consists of one Class A Ordinary Share ("Placement Share") and one right to receive one tenth (1/10) 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 was filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed June 3, 2026 (and is incorporate by reference herein as Exhibit 10.4). Letter Agreement Sponsor and the Issuer entered into a letter agreement (the "Letter Agreement") with other parties named thereunder on May 28, 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 21 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