NOTE 5 – RELATED PARTY TRANSACTIONS

Founder Shares

In May 2022, the Sponsor paid $25,000, or approximately $0.011 per share, to cover certain offering costs in consideration for 2,156,250 shares of Class B common stock, par value $0.0001 (the “Founder Shares” or “Class B common stock”). On May 10, 2022, the Sponsor surrendered 287,500 Founder Shares, for no consideration, resulting in the Sponsor and directors continuing to hold 1,868,750 Founder Shares. On August 26, 2022, the Sponsor transferred 25,000 Founder Shares to each of Rahul Mewawalla and Stephen Markscheid, each of which are members of the Company’s Board of Directors (Note 8). The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s Board of Directors through the closing of such initial business combination. On March 16, 2023, the Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in the Sponsor and directors holding an aggregate of 1,495,000 Founder Shares. Up to 195,000 of the Founder Shares were subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration date on April 30, 2023.

On March 17, 2023, upon the partial exercise their over-allotment option by the underwriters, the forfeiture lapsed for 55,250 Founder Shares. Following the expiration of the underwriters’ remaining over- allotment option on April 30, 2023, the remaining 139,750 Founder Shares were forfeited, resulting in the Sponsor and directors holding an aggregate of 1,355,250 Founder Shares.

Private Placement

On March 16, 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants (each a “Private Placement Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500.

On March 17, 2023, the underwriters partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement Warrants, generating an additional $127,500 in gross proceeds.

Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the Private Placement of the Private Placement Warrants funded the trust account, IPO issuance costs and the operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private Placement Warrants will be worthless (see Note 7).

Working Capital 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 will repay the Working Capital Loans. Up to $2,000,000 of such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the Company’s initial business combination. 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 the Working Capital Loans.

During the three months ended March 31, 2025, the Company received from the Sponsor $356,000 in Working Capital Loans, of which $131,000 was utilized for working capital needs, $225,000 was utilized to fund the First 2025 Monthly Extension, Second 2025 Monthly Extension, and Third 2025 Monthly Extension.

During the year ended December 31, 2024, the Company received from the Sponsor $1,923,100 in Working Capital Loans, of which $856,100 was utilized for working capital needs, $542,000 was utilized to fund the Initial Extension and $525,000 was utilized to fund the First 2024 Monthly Extension, Second 2024 Monthly Extension, Third 2024 Monthly Extension, Fourth 2024 Monthly Extension, Fifth 2024 Monthly Extension, Sixth 2024 Monthly Extension and Seventh 2024 Monthly Extension.

The Working Capital Loans are to be repaid upon the consummation of a business combination, without interest, or, at the lender’s option, up to $2,000,000 of the outstanding Working Capital Loans are convertible into Private Placement Warrants at a price of $1.00 per warrant.

As of both March 31, 2025 and December 31, 2024, the Company had $2,000,000 of outstanding Working Capital Loans from the Sponsor, included in Convertible note – related party in the accompanying unaudited condensed balance sheets.

As of March 31, 2025 and December 31, 2024, the Company had $551,100 and $195,100 respectively, included in Promissory note – related party in the accompanying unaudited condensed balance sheets.

Administrative Support Agreement

On March 22, 2023, the Company entered into the administrative support agreement under which it pays the Sponsor a total of $10,000 per month, up until the completion of the Company’s initial business combination or liquidation, for secretarial and administrative services. The Company’s expenses related to the administrative support agreement were $30,000 for each of the three months ended March 31, 2025 and 2024. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

As of March 31, 2025 and December 31, 2024, $212,180 and $182,180, respectively, of amounts due to the Sponsor under the Administrative Support Agreement remain unpaid, and are included in Due to Related Party on the Company’s unaudited condensed balance sheets.