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COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2026
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Registration Rights

 

The holders of the Founder Shares, Private Placement Units (including the securities contained therein), and any securities that may be issued upon conversion of Working Capital Loans (if any) will be entitled to registration rights pursuant to a registration rights agreement. This agreement requires the Company to register such securities for resale. In the case of the Founder Shares, registration rights will apply only after they are converted into Class A ordinary shares.

 

The holders of these securities are entitled to make up to three demands, excluding short-form demands, to register such securities. In addition, these holders will have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

In connection with the Initial Public Offering, the Company entered into an engagement letter with D. Boral Capital LLC (the "Underwriter") to act as sole book-running manager. Pursuant to the agreement, the Underwriter was entitled to a cash underwriting fee of $500,000, payable upon the closing of the Initial Public Offering, and was issued 350,000 representative shares (equal to 3.5% of the total Units sold in the Initial Public Offering). The representative shares are subject to the lock-up and transfer restrictions required by FINRA Rule 5110(e) and may be registered for resale following the expiration of the applicable lock-up period. The engagement letter does not provide for any deferred underwriting commission or other contingent fee payable from the Trust Account upon completion of the Company’s initial Business Combination.

 

The Company also agreed to reimburse the Underwriter for out-of-pocket expenses not to exceed $25,000, which includes a $10,000 advance previously paid by the Sponsors and credited against the final reimbursement.

  

The Company granted the Underwriter a 45-day option from the date of the prospectus to purchase up to 1,500,000 additional Units (15% of the Units sold in the Initial Public Offering) to cover over-allotments, if any, at the Initial Public Offering price less underwriting discounts and commissions. The over-allotment option expired unexercised on May 28, 2026, and no additional Units were issued.