| | Founder Shares
On July 18, 2025, the Sponsor paid $25,000 to cover certain of Issuer's offering and formation costs in exchange for 7,666,667 Class B ordinary shares, par value $0.0001 per share of the Issuer (the "Class B ordinary shares" or the "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. 333-291082).
Private Placement Units
Simultaneously with the closing of the IPO, on January 29, 2026, pursuant to a Private Placement Units Purchase Agreement (the "Private Placement Units Purchase Agreement"), the Issuer completed the private sale of 415,000 units (the "Private Placement Units") at a purchase price of $10.00 per unit, to the Sponsor, generating gross proceeds to the Issuer of $4,150,000. 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 January 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 time frame and to liquidating distributions from assets outside the trust account, and (iv) not sell any of the Founder Shares, Private Placement Units (including the securities comprising such units) or any public shares owned by them to the Issuer in a tender offer undertaken by the Issuer if the Company seeks to consummate a Business Combination by engaging in a tender offer.
Voting Agreement
Further, pursuant to the Letter Agreement, the Sponsor has agreed to vote any of its Founder Shares and Class A ordinary shares included in the Private Placement Units held by it and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of a Business Combination (except with respect to any such public shares which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended, and any U.S. Securities and Exchange Commission interpretations or guidance relating thereto).
Lock-up Agreement
Further, pursuant to the Letter Agreement, the Sponsor has agreed not to transfer, assign or sell any of the Founder Shares except to certain permitted transferees until the earlier of (A) 180 days after the completion of the Business Combination and (B) subsequent to the completion of the Business Combination, the date on which the Issuer consummates a transaction which results in all of its shareholders having the right to exchange their shares for cash, securities, or other property. The Sponsor has also agreed not to transfer, assign or sell any of the Private Placement Units (including the securities comprising such units) except to certain permitted transferees until 30 days after the completion of a Business Combination. Additionally, the Sponsor has agreed that it will not, without the prior consent of the IPO underwriters, transfer, enter into an arrangement to transfer or publicly announce an intent to transfer the Founder Shares, Private Placement Units (including the securities comprising such units), or any public shares it holds, except to certain permitted transferees, commencing on the effective date of the underwriting agreement entered in connection with the IPO and ending 180 days after such date. The foregoing description of the Letter 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.
Registration Rights Agreement
In connection with the closing of the IPO, the Issuer entered into a registration rights agreement (the "Registration Rights Agreement") with Sponsor and the other parties thereto, pursuant to which Sponsor is entitled to make up to three demands, excluding short form demands, that the Issuer register the Founder Shares, the Private Placement Units (including the securities comprising such units), any ordinary shares held or acquired by the Sponsor prior to the consummation of the Business Combination, and any Private Placement Units (including the securities comprising such units) that may be issued as consideration for working capital loans described above. In addition, the Sponsor has certain "piggy-back" registration rights with respect to registration statements filed subsequent to the Business Combination and rights to require the Issuer to register for resale such securities pursuant to Rule 415 under the Securities Act of 1933, as amended. The foregoing description of the Registration Rights 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.
Administrative Services Agreement
The Sponsor and the Issuer entered into an Administrative Services and Indemnification Agreement, dated January 27, 2026 (the "Administrative Services Agreement"), pursuant to which the Issuer agreed to pay the Sponsor $20,000 per month (which payments will be accelerated if the Issuer consummates an initial business combination prior to the end of its 24-month term, or $480,000 in the aggregate) for office space and administrative services provided to members of the Issuer's management team. Additionally, the Issuer will indemnify the Sponsor and its members, managers and certain other parties (collectively, "Indemnitees") from any claims arising out of or relating to the IPO or the Issuer's operations or conduct of the Issuer's business or any claim against any Indemnitees alleging any expressed or implied management or endorsement by the Indemnitees of any of the Issuer's activities or any express or implied association between the Indemnitees, on the one hand, and the Issuer or any of its other affiliates, on the other hand. The Administrative Services Agreement provides that the Indemnitees cannot access or seek recourse against the funds held in the Issuer's trust account established for the benefit of the Issuer's public shareholders.
Promissory Note
On September 16, 2025, the Issuer issued a promissory note (the "Initial Public Offering Promissory Note") to the Sponsor, pursuant to which the Issuer may borrow up to an aggregate principal amount of $300,000. The Initial Public Offering Promissory Note is non-interest bearing and payable on the earlier of (i) September 31, 2026 or (ii) the completion of the IPO. In connection with the closing of the IPO, the Initial Public Offering Promissory Note was repaid in full.
Plans or Proposals
The Class A ordinary shares and Founder Shares owned by the Reporting Person have been acquired for investment purposes. The Reporting Person may make further acquisitions of ordinary shares of the Issuer from time to time and, subject to certain restrictions, may dispose of any or all of the ordinary shares of the Issuer held by the Reporting Person at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described above. Except for the foregoing, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) and (c) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Issuer's ordinary shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person and its representatives may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with members of the Issuer's board of directors, members of the Issuer's management and/or other shareholders of the Issuer from time to time with respect to potential Business Combination opportunities and operational, strategic, financial or governance matters, or otherwise work with management and the Issuer's board of directors to identify, evaluate, structure, negotiate, execute or otherwise facilitate a Business Combination, purchasing additional ordinary shares and/or warrants, selling some or all of its ordinary shares and/or warrants, engaging in pledging, short selling of or any hedging or similar transaction with respect to the ordinary shares, including swaps and other derivative instruments, or changing its intention with respect to any and all matters referred to in Item 4. Among other things, the Reporting Person may introduce the Issuer to potential candidates for a Business Combination, or propose one or more Business Combinations with potential candidates, which may include candidates that are affiliates of the Reporting Person or in which the Reporting Person otherwise has an equity or other interest. The Reporting Person may purchase the Issuer's ordinary shares and/or warrants in privately negotiated transactions or in the open market either prior to, in connection with or following the completion of the Issuer's Business Combination. The purpose of any such purchases of shares could be to increase the likelihood of obtaining shareholder approval of the Business Combination or to satisfy a closing condition in an agreement with a target that requires the Issuer to have a minimum net worth or a certain amount of cash at the closing of the Business Combination, where it appears that such requirement would otherwise not be met. Any such purchases of the Issuer's ordinary shares may result in the completion of a Business Combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of the Class A ordinary shares may be reduced and the number of beneficial holders of the Issuer's securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of the Class A ordinary shares on a national securities exchange. The Reporting Person may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.
The Sponsor is controlled by a board of managers consisting of three managers, Jeff Tuder, Peter Ort and Raphael Roettgen (together, the "Managing Members"). Any action by the Sponsor with respect to the Issuer's securities held by it, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called "rule of three," because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of Issuer's securities held by the Sponsor, even those in which such manager holds a pecuniary interest. Accordingly, none of the managers on the Sponsor's board of managers is deemed to have or share beneficial ownership of any securities held by the Sponsor. |
