Note 5 — Related Party Transactions

Class B Ordinary Shares

On February 3, 2021, CBG and CB Co-Investment paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of an aggregate of 8,625,000 Class B ordinary shares. CBG purchased 7,195,714 of the Class B ordinary shares and CB Co-Investment purchased 1,429,286 of the Class B ordinary shares. On April 9, 2021, CB Co-Investment transferred 28,571 Class B ordinary shares to CBG at their original purchase price. On October 1, 2021, CBG forfeited 2,408,095 and CB Co-Investment forfeited 466,905 Class B ordinary shares, in each case, for no consideration.

On November 9, 2021, CBG transferred an aggregate of 156,000 Class B ordinary shares to three of the Company’s directors, the chief financial officer and two of the Company’s advisors. As a result, CBG had 4,660,190 Class B ordinary shares and CB Co-Investment had 933,810 Class B ordinary shares outstanding. The transfer of the Class B ordinary shares is in the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC Topic 718”). Under ASC Topic 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Class B ordinary shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Class B ordinary shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2024, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Class B ordinary shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Class B ordinary shares.

CBG and CB Co-Investment agreed to forfeit up to an aggregate of 750,000 Class B ordinary shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Class B ordinary shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on November 15, 2021; thus, these 750,000 Class B ordinary shares were no longer subject to forfeiture.

Fulton AC, CBG, CB Co - Investment, and the current and former executive officers and directors of the Company, agreed not to transfer, assign or sell any of their Class B ordinary shares until the earlier to occur 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 Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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 completes a liquidation, merger, share exchange, reorganization 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, Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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, the Class B ordinary shares will be released from the lockup.

Pursuant to those certain Voting Agreements, dated December 29, 2023, entered into by each of CBG and CB Co - Investment, immediately upon approval of the Amendment Proposal at the Meeting, CBG and CB Co - Investment exercised their right to convert all of their Class B ordinary shares (an aggregate of 2,559,000 Class B ordinary shares) on a one - for - one basis into an aggregate of 2,559,000 Class A ordinary shares which are not entitled to receive funds from the Trust Account through redemptions or otherwise.

Related Party Loans

Convertible Note — Related Party

Upon closing of the Initial Public Offering, CB Co-Investment loaned the Company approximately $1.15 million to deposit into Trust Account, in exchange for a non-interest bearing, unsecured convertible promissory note (“Convertible Note”). Such Convertible Note would not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such promissory note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of CB Co-Investment and/or its designees, converted into additional warrants at a price of $1.00 per warrant.

On November 16, 2022, CBG agreed to loan the Company up to $1.2 million pursuant to an unsecured non-interest bearing convertible promissory note (“Additional Convertible Note”). Such Additional Convertible Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such Additional Convertible Note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion CBG, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants.

In connection with the consummation of the transactions contemplated by the Securities Purchase Agreement, CB Co-Investment irrevocably agreed to convert the $1.15 million loan (the “Conversion Amount”) by CB Co-Investment to the Company at a conversion price of $1.00 per warrant, or 1,150,000 warrants upon consummation of a Business Combination. Upon consummation of a Business Combination, 805,000, 273,431 and 71,569 of the contingently issuable Private Placement Warrants will be issued to Fulton AC, CBG and CB Co-Investment, respectively. All other existing indebtedness was terminated as of the Closing Date. As a result, the Convertible Note was converted into contingently issuable private placement warrants on the balance sheet and marked to market as of December 31, 2024 and 2023.

Additionally, CBG irrevocably agreed to terminate all outstanding loans to the Company. Accordingly, all debt proceeds received under the Additional Convertible Note was recognized as a capital contribution from CBG.

Working Capital Loan

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, On December 29, 2023, Fulton AC agreed to loan the Company up to $1.5 million pursuant the Fulton AC Note. The Fulton AC Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. The Fulton AC Note will either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion Fulton AC, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants.

On May 9, 2024, the Company entered into the Exchange Agreement with Fulton AC, pursuant to which Fulton AC and the Company agreed to exchange the Fulton AC Note for the Exchange Note. The Exchange Note is substantially similar to the Fulton AC Note, except that (i) the governing law and jurisdiction was changed from New York to Delaware; (ii) the maturity date was extended to the later of (x) June 29, 2025 and (y) the consummation of the Company’s initial business combination; and (iii) the holder may exchange the Exchange Note, in whole or in part, to satisfy the purchase price of securities sold by the Company in a subsequent offering, if any, in whole or in part, at a premium of 35%. No new consideration was paid in conjunction with the Exchange.

As provided under the Exchange Agreement, following the delivery of the Exchange Note, the Fulton AC Note was cancelled, with the Company owing no further obligations thereunder. The issuance of the Exchange Note in exchange for the Fulton AC Note was made pursuant to Section 3(a)(9) of the Securities Act.

The Company accounts for its Exchange Note within the scope of ASC Topic 470. Pursuant to ASC Topic 470, the new or modified terms of the Exchange Note when compared with the original terms of the Fulton AC Note are not substantially different; therefore, the Company will account for the Exchange Agreement as a debt modification. As a result, the Exchange Note is measured at the amount of cash proceeds received from the holder. As of December 31, 2024 and 2023, there was $296,942 and $0, respectively, outstanding under the Exchange Note.

Administrative Services Agreement

On November 9, 2021, the Company entered into an agreement that provided that, the Company pay CBG $20,000 per month for office space, secretarial and administrative services provided to the Company through the earlier of consummation of the initial Business Combination and the liquidation. On July 14, 2022, the Company entered into an Amended and Restated Administrative Services Agreement with CBG, to increase the amount payable to CBG (in an amount not to exceed the aggregate sum of $30,000 per month). For the year ended December 31, 2023, the Company incurred expenses of $350,323 under this agreement.

On December 29, 2023, the Company and CBG entered into a Letter Agreement terminating the administrative service agreement, dated November 9, 2021, by and between the Company and CBG.

In addition, Fulton AC, the Company’s officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to Fulton AC, the Company’s officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

On December 29, 2023, Fulton AC entered into a Services Agreement with the Company (the “Fulton Services Agreement”) pursuant to which the Company will pay Fulton AC up to $30,000 per month for the cost of the use of the Company’s office space, administrative and support services. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. As of December 31, 2024 and 2023, the Company had $120,000 and $0, respectively, outstanding balance payable to a related party as it relates to this agreement.