NOTE 4 — RELATED PARTIES

Promissory Note – Related Party

On October 14, 2024, EBC loaned the Company $500,000 which funds were deposited into the Trust Account for the extension. The loan is evidenced by promissory note issued by the Company (“Extension Note”). The Extension Note bears no interest and is repayable in full upon consummation of a Business Combination. As of June 30, 2025, $500,000 was outstanding.

In connection with the loan, one of the Sponsors transferred 30,000 of its Founder Shares to EBC. The value of the shares transferred is reflected as debt discount and fully amortized as interest expense over the life of the loan per ASC 835. See below for more details.

Founder Shares

On October 14, 2024, one of the Sponsors transferred 30,000 of its Founder Shares to EBC in connection with $500,000 loan for the extension.

The Company estimated the fair value of the Founder Shares to be approximately $209,442 or $6.98 per share using the Black-Scholes option pricing model. The fair value of the Founder Shares was estimated at October 14, 2024. The Company used the following assumptions to estimate the fair value of Founder Shares using Level 3 fair value measurements inputs at the measurement date:

 SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE

Based on the fair value of the Founder Shares, the Company recorded a debt discount of $209,442, which is amortized as interest expense over the loan period. The loan period extends until the consummation of the Business Combination, estimated to occur on April 15, 2025. As of the filing date, the Business Combination has not been consummated. Since the loan period change is immaterial and the Business Combination will be consummated this year, no adjustment to the amortization is considered necessary. For three and six months ended June 30, 2025, the Company has recorded an interest expense of $17,453 and $122,174, respectively. The note is presented net of an unamortized debt discount of $0 and 122,174, resulting in a carrying amount of $500,000 and $377,826 as of June 30, 2025 and December 31, 2024, respectively.

Due to Related Party

The Sponsors paid certain formation, operating or offering costs on behalf of the Company. These amounts were due on demand and non-interest bearing.

As of June 30, 2025, the total accrued expenses due to related parties was $172,020, which includes $150,000 payable for administration fee and $22,020 payable for accounting related and other service fee.

As of December 31, 2024, the total accrued expenses due to related parties was $101,285, which includes $90,000 payable for administration fee and $11,285 payable for accounting related and other service fee.

Accounting Service Agreement and Others

The Company has engaged TenX Global Capital, a related party of the Company, to assist in initial accounting preparation, preparing quarterly and annual financial statements commencing following the consummation of the IPO. The Company has agreed to pay for these services at a fixed quarterly rate of $5,250 each quarter. TenX Global Capital also provides other services following the consummation of the IPO.

Administration Fee

Commencing on the effectiveness of the Registration Statement on July 11, 2023, an affiliate of the Sponsors will be allowed to charge the Company an allocable share of its overhead, up to $10,000 per month, until to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel.

The following table presents details about the expenses incurred for three and six months ended June 30, 2025 and 2024, respectively, and payable as of June 30, 2025 and December 31, 2024, respectively:

 SCHEDULE OF EXPENSES INCURRED AND PAYABLES