that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust
Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would
either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $3.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a
price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of October 15, 2026, the Company had no outstanding borrowings under the Working Capital Loans.
Forward Purchase Agreement
On October 13, 2026, the
Company entered into a forward purchase agreement (“FPA”) with Frazier Life Sciences Public Fund, L.P. (“FLSPF”), an affiliate of the Sponsor, pursuant to which FLSPF committed to purchase from the Company a minimum of
2,500,000 Class A ordinary shares (“Forward Purchase Shares”), for $10.00 per share, or an aggregate amount of up to $25,000,000, in a private placement that will close concurrently with the closing of a Business Combination.
The proceeds from the sale of these Forward Purchase Shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of Public Shares) and any other equity or debt financing obtained by the
Company in connection with a Business Combination, will be used to satisfy the cash requirements of a Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post Business
Combination company for working capital or other purposes. In addition, FLSPF’s commitment under the FPA will be subject to approval of its investment committee prior to the Company entering into a definitive agreement for the Business
Combination. Pursuant to the terms of the FPA, FLSPF has the option to assign its commitment, at any time, in whole or in part, to one or more affiliates of its affiliates and to one or more of the Company’s officers or directors. The Forward
Purchase Shares will be identical to the Class A ordinary shares sold in the Public Offering, except that they will not be transferable, assignable or salable until 30 days after the completion of our initial business combination and will be
subject to registration rights.
The Company evaluated the FPA under ASC 480 and ASC 815-40 to determine the appropriate accounting treatment. The FPA does
not meet the criteria to be classified as a liability under ASC 480. In addition, there is no net cash settlement feature and settlement will be in gross physical delivery of Class A ordinary shares; therefore, the FPA will be classified as
equity.
Note 5—Commitments & Contingencies
Registration Rights
The initial shareholders as the
holders of the Founder Shares and Private Placement Shares, including from time to time the Private Placement Shares that may be issued upon conversion of Working Capital Loans and any Class A ordinary shares issuable upon conversion of Founder
Shares, will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed in connection with the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three
demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the
Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The underwriter received an underwriting discount of $0.20 per share, or $1,500,000 in the aggregate, which was paid upon the closing of the
Initial Public Offering, net of a $750,000 reimbursement by the underwriter for certain expenses and fees incurred by the Company in connection with the Initial Public Offering. In addition, the underwriter will be paid deferred underwriting
commissions of $0.40 per share, or $3,000,000 in the aggregate, which will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of
the underwriting agreement.
Note 6—Shareholder’s Equity
Preference Shares—The Company is authorized to issue 1,000,000 preference shares at a par value of $0.0001 per share, with such designations,
voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of October 15, 2026, there were no preference shares issued or outstanding.
Class A Ordinary Shares—The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of
$0.0001 per share. As of October 15, 2026, there was 7,800,000 Class A ordinary shares issued or outstanding, 7,500,000 Class A ordinary shares were subject to possible redemption and 300,000 Class A ordinary shares were non-redeemable.
Class B Ordinary Shares—The Company is authorized to issue 20,000,000
Class B ordinary shares with a par value of $0.0001 per share. As of October 15, 2026, there were 1,875,000 Class B ordinary shares outstanding.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary
shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Unless otherwise specified in the amended and restated memorandum and articles
of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are represented in person or by proxy and are voted is required to
approve any such matter voted on by the shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the votes cast
by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, and pursuant to the amended and restated memorandum and articles of association; such actions
include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, with the result that
the holders of more than 50% of the shares entitled to vote and voted for the appointment of directors can elect all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out
of funds legally available therefor. Prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of
directors
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