NOTE 5 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, EBC founder shares, Private Placement Units have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a service fee for such services upon the consummation of its initial Business Combination in an amount of $2,415,000, equal to 3.5% of the gross proceeds of the IPO. In addition, the Company will pay EBC a service fee in an amount equal to 1.0% of the total consideration payable in the initial Business Combination if it introduces the Company to the target business with whom it completes an initial Business Combination and the amount will be payable in cash and is due at the closing date of the initial Business Combination. As of the filing date, no such service has been provided by EBC.

Business Combination Transaction Cost

The Company has engaged several service providers including legal and valuation services, specifically for business combination between the Company and Shenzhen Qianzhi BioTechnology Co. Ltd. (“Qianzhi”). Per the agreed terms, Qianzhi agreed to be responsible for all expenses incurred by the Company in connection with business combination. For six months ended June 30, 2025 and for the year ended December 31, 2024, $422,386 and $527,145 of business combination related cost have been incurred which $384,212 and $389,099 were reimbursed by Qianzhi, respectively. This activity has been recorded net in accompanying financial statements.

The nature of the other receivable represents the balance due from Qianzhi, which is directly related with business combination transaction costs. As of June 30, 2025 and December 31, 2024, the Company has outstanding balance of $176,220 and $138,046, respectively, under “other receivables” reported in the accompanying consolidated balance sheets. These amounts were also accrued in the “accrued expenses” account in the consolidated balance sheets.

Forward Purchase Agreement

On January 13, 2025, the Company entered into Prepaid Forward Purchase Agreement (the “FPA”) by and among the Company, NewCo, and the funds, accounts and/other investment vehicles managed by Harraden Circle Investments, LLC signatory thereto (collectively, the “Purchaser”). See Note 1 for details. The Company recorded $1,929,656 loss on issuance of FPA liability and FPA liability reported in the accompanying consolidated statements of operations and balance sheets, respectively, on the initial recognition of 500,000 Prepaid Forward Purchase Shares.

For three months ended June 30, 2025 and from January 13, 2025 through June 30, 2025, the Company recorded $755,837 and $1,123,154 changes in fair value of FPA liability reported in the accompanying consolidated statements of operations, respectively. As of June 30, 2025, the Company has $806,502 outstanding balance under FPA liability reported in the accompanying consolidated balance sheets.