NOTE 8 — SUBSEQUENT EVENTS

On March 14, 2025 and April 16, 2025, the Company issued two unsecured promissory notes (“Notes”), each in the principal amount of $50,000, to the Sponsor in exchange for Sponsor depositing such amounts into the Company’s trust account in order to extend the business combination period to May 16, 2025. The Notes do not bear interest and mature upon the closing of a business combination by the Company. In addition, the Notes will be converted by the holder into ordinary shares of the Company at a price of $10.10 per share at the closing of a business combination.

On May 16, 2025, the Company failed to properly extend the business combination period to June 16, 2025, as it did not deposit $50,000 to the trust account in order to extend the date by which it must consummate an initial business combination (the “Termination Date”) to beyond May 16, 2025. Under the Company’s Fourth Amended and Restated Memorandum and Articles of Association (the “Charter”), if the Company does not consummate an initial business combination by the Termination Date, the Company is required to (i) immediately commence a wind down of operations, (ii) as promptly as reasonably possible but not more than ten business days thereafter, liquidate the Trust Account and redeem all of the outstanding public ordinary shares (“Public Shares”) that were included in the units issued in its initial public offering, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and the directors, liquidate and dissolve.

The Company is in process of liquidating the trust account and redeeming the Public Shares. The proceeds of the trust account are now held in a trust operating account at Citibank, N.A, for the purpose of disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent.

The board of directors of the Company intends to seek to amend the Charter to remove the obligation to liquidate and dissolve the Company, such that the Company may remain listed on the OTC Markets and allow it to seek alternative opportunities, including potentially a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On June 24, 2025, the Buyer and Ms. Benyapa entered into a share repurchase agreement, pursuant to which the Company repurchased the 783,000 ordinary shares in KAL at cash consideration of THB 183,490,000 (equivalent to $6.1 million). The repurchase transaction is guaranteed by NRF. See Note 6.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.