Note 9 — Members’ Deficit

Members’ Units: On May 15, 2025, the Company amended its operating agreement to create a non-voting common member unit class. Subject to approval, the Company may issue an unlimited number of non-voting common member units and any voting common member units can be converted into non-voting common member units. On May 15, 2025, 900,000 of the Company’s units held by the sole member were exchanged for 900,000 non-voting units and par was proportionately reclassified between the classes of members units. There was no net effect to equity for this exchange. At June 30, 2025, there were 100,000 voting common member units and 900,000 non-voting common member units issued and outstanding.

The voting and non-voting common member units have identical rights and preferences with the exception of voting rights.

Convertible Preferred Units: During the six months ended June 30, 2025, the Company issued 7,050,000 convertible preferred units in exchange for $1.00 per unit for gross proceeds of $7,050,000 (the “Q1 2025 Preferred Units”) as follows:

The Company intends to use the proceeds from the convertible preferred unit issuances as working capital to complete the Business Combination (See Note 4). The convertible preferred units are accounted for as permanent equity.

The Q1 2025 Preferred Units have the same rights, preferences, privileges and restrictions as the outstanding convertible preferred units with the exception of the conversion ratio, which were as follows:

Additionally, three of the convertible preferred units include a CPU Share Allocation Obligation representing pro rata percentage of 1.0% of the Company’s fully diluted ownership in New EM at closing of the Business Combination equal to the percentage of the investor’s investment into the Company’s convertible preferred units the investors purchase divided by $2,000,000.