RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2026

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

Founder Shares

On June 4, 2025, the Company approved the acquisition by Stone Bay, LLC of an aggregate of 2,424,324 Class B ordinary shares (the "Founder Shares") for an aggregate purchase price of $25,000, or approximately $0.01 per share, to cover certain of the Company’s offering costs. Up to 527,027 of the Founder Shares were subject to surrender by Stone Bay, LLC for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

In October 2025, the Company effected a share capitalization, resulting in the issuance of an additional 1,616,217 Class B ordinary shares (Founder Shares) to Stone Bay, LLC for no additional consideration. Following the share capitalization, Stone Bay, LLC held an aggregate of 4,040,541 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization.

The underwriters’ over-allotment option expired unexercised on May 28, 2026. As a result, the 527,027 Founder Shares that were subject to forfeiture became subject to surrender by Stone Bay, LLC to the Company for no consideration. As of June 30, 2026 and the date these unaudited financial statements were issued, the legal execution of the surrender and cancellation, including the corresponding update of the Company’s register of members, had not been completed, and 4,040,541 Class B ordinary shares remained issued and outstanding. Upon completion of the surrender and cancellation, Stone Bay, LLC will hold 3,513,514 Founder Shares, and 3,513,514 Class B ordinary shares will remain issued and outstanding.

Promissory Note — Related Party

In August 2025, Stone Bay, LLC, one of the Company’s sponsors, agreed to loan the Company up to $300,000 (the "Promissory Note") to be used to pay a portion of the expenses of the Initial Public Offering. As of December 31, 2025, $89,000 was outstanding under the Promissory Note. During the six months ended June 30, 2026, the Company received additional drawdowns totaling $80,000, consisting of $50,000 during the three months ended March 31, 2026 and $30,000 during the three months ended June 30, 2026. On April 15, 2026, upon the closing of the Initial Public Offering, $70,000 of the outstanding balance was settled through a non-cash offset arrangement between the Company’s co-sponsors in connection with the funding of the Private Placement, whereby $70,000 of the $1,400,000 Private Placement purchase price was applied against the Promissory Note in lieu of a cash payment. Following these transactions, $99,000 remained outstanding under the Promissory Note as of June 30, 2026 ($89,000 plus $80,000 of drawdowns, less the $70,000 non-cash settlement).

The Promissory Note is non-interest bearing and is payable upon the closing of the Initial Public Offering out of the proceeds not held in the Trust Account or, if not repaid at such time, on or before December 31, 2026.

Related Party Payable

As of June 30, 2026, the related party payable balance of $10,189 recorded in the accompanying unaudited balance sheet comprised $6,021 of formation and offering-related expenditures paid by the Sponsors and their affiliate on behalf of the Company and $4,168 accrued under the administrative services agreement described below.

Administrative Services Agreement

In connection with the closing of the Initial Public Offering in April 2026, the Company entered into an administrative services agreement with an affiliate of the Sponsors, pursuant to which the Company will pay $1,667 per month for office space, utilities, and secretarial and administrative support. Payments commenced on April 15, 2026, the date the Company’s securities were first listed on Nasdaq. For the three and six months ended June 30, 2026, the Company incurred $4,168 of fees under this agreement, all of which was accrued and unpaid as of June 30, 2026.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans").

If the Company completes a Business Combination, the Company would repay such Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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 such 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. Such Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. As of June 30, 2026, no Working Capital Loans were outstanding.