Subsequent Events |
3 Months Ended |
---|---|
Mar. 31, 2025 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than disclosed in the Notes to the Consolidated Condensed Financial Statements and the arrangement described below, that would have required adjustment or disclosure in the financial statements.
As previously disclosed on the Company’s current report on Form 8-K, the Company and STUSCO entered into a Crude Oil and Crude Oil Products Supply, Offtake and Processing Agreement on May 7, 2025. Under this arrangement, STUSCO will be the exclusive supplier of crude oil to the Facility, and the exclusive purchaser of refined products from the Facility, for an initial term of seven years following commencement of operations, with automatic two-year renewal periods thereafter unless terminated by STUSCO. The Company is responsible for the restoration and operation of the Facility at its own cost and risk, and must meet certain conditions precedent, including completion of construction and regulatory approvals, before the agreement becomes fully effective. The agreement provides for pricing based on published market indices with fixed differentials and includes provisions addressing exclusivity, right of first refusal on facility expansions, most favored nation terms, and customary termination, force majeure, and indemnification clauses.
On May 13, 2025, the Company held the May 2025 Extension Meeting, whereby the Company’s stockholders approved the May 2025 Extension Amendment Proposal to approve the May 2025 Extension Amendment to extend the Deadline Date from May 15, 2025 to June 15, 2025, by depositing (or causing to be deposited) into the Trust Account $5,000 on or prior to May 15, 2025, and to allow the Company, without another stockholder vote, to further extend the Deadline Date on a monthly basis one time by an additional one month after June 15, 2025, by resolution of the SPAC Board, if requested by the Sponsor, upon five days’ advance notice prior to the Deadline Date, until July 15, 2025, by depositing (or causing to be deposited) into the Trust Account $5,000 for the additional one-month extension on or prior to the Deadline Date, unless the closing of an initial Business Combination shall have occurred prior thereto. As a result of the approval of the May 2025 Extension Amendment Proposal, the Sponsor will make an Extension Payment into the Trust Account on each applicable Deadline Date. In connection with the approval of the May 2025 Extension Amendment Proposal, the Company amended and restated the unsecured promissory note to Trident to amend the Maturity Date (as defined in the unsecured promissory note) to the earlier of (i) July 15, 2025 or (ii) the date on which the Company consummates an initial Business Combination.
In connection with the vote on the May 2025 Extension Amendment Proposal at the May 2025 Extension Meeting, stockholders holding an aggregate of 207,559 shares of the Company’s common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As of the date of filing this Form 10-Q, the redeeming stockholders have not been paid for their redeemed shares and the Company owes $2,764,686 (approximately $13.32 per share) to pay such holders.
Since its first extension deposit in the Trust Account in November 2022 to the filing of this Form 10-Q, the Company has deposited an aggregate of $7,998,225 in the Trust Account to extend the period to consummate a Business Combination to June 15, 2025.
At the May 2025 Extension Meeting, the Company’s stockholders also approved the NTA Amendment Proposal to amend the Company’s Charter pursuant to a sixth amendment to the Charter, to remove the limitation that prevents the Company from redeeming shares of Class A Common Stock originally sold as part of the units issued in the Company’s IPO if such redemption would cause the Company to have net tangible assets of less than $5,000,001. |