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

5. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Class B ordinary shares, Private Placement Warrants (and the Class A ordinary shares underlying such Private Placement Warrants) and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and the Class A ordinary shares underlying such warrants) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. Following the completion of the Business Combination, the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders are entitled to “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement and Advisory Agreement

The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 5,175,000 additional Units (“the “Full Over-Allotment”) to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On June 30, 2026, the underwriters partially exercised the over-allotment option for an additional 5,000,000 Units.

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $7,900,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred underwriting discount of $0.35 per Unit, or $13,825,000 in the aggregate. The deferred underwriting discount shall only be due on a Unit if the Class A ordinary share contained in such Unit is not redeemed prior to or in connection with the Company’s initial Business Combination, subject to a minimum aggregate deferred underwriting discount of $2,500,000. Notwithstanding the foregoing, if either or both of the underwriters acts as a placement agent in connection with a proposed private placement of equity securities in connection with the Company’s initial Business Combination and such underwriter receives fees in connection with such role in excess of such underwriter’s portion of the minimum aggregate deferred underwriting discount, the minimum aggregate deferred underwriting discount shall not apply for such underwriter. The deferred underwriting discount will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes the Initial Business Combination, subject to the terms of the underwriting agreement.

On June 29, 2026, the Company engaged AMCM, an affiliate of the Sponsor, to provide consulting and advisory services to the Company in connection with the Initial Public Offering and the initial Business Combination. As payment for such services, AMCM receives certain advisory fees (see Note 4). The fees will be reimbursed from a portion of the fees paid to the underwriters.

Contingent Fees

The Company has entered into fee arrangement with a service provider pursuant to which certain transaction fees and service fees will become payable only if the Company consummates a Business Combination. If the Business Combination does not occur, the Company will not be required to pay these contingent fees. As of June 30, 2026, the amount of these contingent fees with the service provider was $1,401,828.