Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the IPO, on August 3, 2026, each of Ian Hanna, Chairman of the Board, Chief Executive Officer and a director of the Company, Jake Carney, Chief Financial Officer of the Company, Daniel A. Mace, a director of the Company, Patrik Hriczo, a director of the Company, and Jennifer Goforth, a director of the Company, each entered into an indemnity agreement with the Company. On August 3, 2026, all directors and officers of the Company along with the Sponsor and certain other security holders named therein, entered into the Letter Agreement. Other than the foregoing, none of the directors or officers of the Company is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. A copy of the Letter Agreement and form of the indemnity agreement are attached as Exhibits 10.1 and 10.5 hereto, respectively, and are incorporated herein by reference.

Item 8.01. Other Events. A total of $105,000,000 of the net proceeds from the IPO and the sale of the Private Placement Units, was placed in a U. S.-based trust account maintained by Efficiency, INC., acting as trustee. Except with respect to the interest earned on the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of: (i) the completion of its initial business combination; (ii) the redemption of any public shares if it does not consummate an initial business combination within the completion window in accordance with the Amended Charter; (iii) a repurchase of shares by means of a tender offer or (iv) the redemption of any public shares in connection with any amendment to the Amended Charter (A) that would modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or its obligation to redeem 100% of the public shares if it is unable to consummate its initial business combination within 12 months from the closing of this initial public offering, subject to extension up to 15 months by means of one three-month extension in accordance with the Amended Charter, or (B) with respect to any other material provisions of the Amended Charter relating to the rights of public shareholders or pre-initial business combination activity; and (iv) the Company’s liquidation. An audited balance sheet as of August 5, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be included in an amendment to the Form 8-K. On August 3, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On August 5, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.