Note 5 – Related Party Transactions

Founder Shares

In May 2021, Harneys Fiduciary (Cayman) Limited transferred one ordinary share to the Sponsor for par value. On July 5, 2021 the Company redeemed the one share for par value and the Sponsor purchased 1,437,500 ordinary shares for an aggregate price of $25,000.

The 1,437,500 founder shares (for purposes hereof referred to as the “Founder Shares”) include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO.

In September 2021, the Company repurchased 1,437,500 of founder shares for $25,000. In September 2021, the Company issued 2,875,000 of founder shares for $25,000 which include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the IPO. On April 5, 2022, the underwriter exercised its over-allotment option, as a result, no Founder Shares are subject to forfeiture.

Administrative Services Agreement

The Company entered into an administrative services agreement, commencing on April 5, 2022, through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three months ended June 30, 2025, and 2024, the Company incurred $30,000 and $30,000 in fees for these services, respectively. For the six months ended June 30, 2025, and 2024, the Company incurred $60,000 and $60,000 in fees for these services, respectively. As of June 30, 2025, and December 31, 2024, the total balance of unpaid fees with amounts of $388,333 and $328,333 included in accrued expenses, respectively.

Promissory Note — Related Party

On June 15, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Pre-IPO Promissory Note”). On December 15, 2021, Company amended the Pre-IPO Promissory Note to extend the due date. The Pre-IPO Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2022 or (ii) the consummation of the IPO, which was paid off as of April 5, 2022.

On January 3, 2023, the Company issued a promissory note in the principal amount of up to $1,000,000 (the “Promissory Note”) to M-Star Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost. The Notes bear no interest and are repayable in full upon the earlier of (a) December 31, 2023 or (b) the date of the consummation of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On April 18, 2023, the Company amended and restated Promissory Note (the “First Amended Promissory Note”) in order to increase the available principal amount from $1,000,000 to $2,500,000, and b) change the repayment term as repayable in full upon the date of the consummation of the Company’s initial business combination. On December 22, 2023, the Company amended and restated Promissory Note (the “Second Amended Promissory Note”) in order to increase the available principal amount from $2,500,000 up to $3,000,000. On August 4, 2025, the Company amended and restated Promissory note (the “Third Amended Promissory Note”) in order to increase the available principal amount from $3,000,000 up to $4,500,000.

On January 4, 2023, the Company started to draw the funds and deposited it into the trust account to extend the period of time the Company has to consummate a business combination by one month to February 5, 2023. The $383,333 extension fee represents approximately $0.033 per public share.

Starting in February 2023, the extension fee changed to $187,155.

Starting in November 2023, the extension fee changed to the lower of $50,000 or $105,680 ($0.033 per share).

Starting in April 2025, the extension fee changed to $25,000.

As of June 30, 2025, and December 31, 2024, the loans under the promissory notes were $3,047,403 and $2,822,403, respectively.

Due to Related Party

As of June 30, 2025, and December 31, 2024, the Company has amounts due to the Sponsor of $1,418,801 and $1,081,153 for formation and operational costs paid by the Sponsor on behalf of the Company, respectively. The amounts are due on demand, non-interest bearing and not considered to be drawdowns on the Amended Promissory Note.