NOTE 4 — RELATED PARTY TRANSACTIONS

Founder Shares

In 2021, the Sponsor acquired 6,612,500 Class B ordinary shares, par value $0.0001, for $25,000 of consideration (the “Founder Shares”) and transferred 30,000 Founder Shares to each of the Company’s three independent directors.

In January 2023, the Founder Shares were converted into non-redeemable Class A ordinary shares (see Note 6).

The Sponsor and the Company’s directors and officers have agreed not to transfer, assign or sell any of their Founder Shares (including the non-redeemable Class A ordinary shares) until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor and our directors and officers with respect to any Founder Shares.

Promissory Note — Related Party

On February 7, 2023, the Company issued a non-interest bearing, unsecured promissory note in an aggregate principal amount of up to $720,000 to the Sponsor (the “Extension Note”) and the Sponsor deposited monthly principal amounts of $120,000 into the Trust Account from February 7, 2023 through August 7 2023.

On November 3, 2023, the Company amended and restated the Extension Note (hereinafter, the “Restated Note”) increasing the aggregate principal amount to $1,470,000. Amounts drawn down under the Restated Note will be repayable by the Company upon consummation of an initial Business Combination. If the Company does not consummate an initial Business Combination by November 5, 2024, the Restated Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Restated Note may be drawn down by the Company from time to time prior to the consummation of the Company’s initial Business Combination. The Restated Note does not bear interest, matures on the date of consummation the Business Combination and is subject to customary events of default. As of March 31, 2024 and December 31, 2023, the Company has an outstanding balance of $1,435,000 and $1,385,000 under the Restated Note, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, 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 the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the 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 the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such Working Capital Loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such Working Capital 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. To date, the Company has no borrowings under the Working Capital Loans.

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Administrative Fees

From the date of the IPO, an affiliate of the Sponsor provides members of the management team office space, secretarial and administrative services at no cost.