Note 4 — Commitments and Contingencies

Registration Rights Agreement

The holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities, as applicable), have registration rights to require the Company to register a sale of any of the Company’s securities held by the holders prior to the consummation of the initial Business Combination pursuant to the Registration Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Anchor Investment

The Anchor Investors purchased an aggregate of approximately $60.8 million of the Units in the IPO at the public offering price. There can be no assurance that the Anchor Investors will retain their Units prior to or upon the consummation of the initial Business Combination. In addition, none of the Anchor Investors has any obligation to vote any of their Public Shares in favor of the initial Business Combination.

The Anchor Investors have not been granted any stockholder or other rights that are in addition to those granted to our other Public Stockholders, and were only issued equity interests in the Sponsor, with no right to control the Sponsor or vote or dispose of any securities held by the Sponsor. Further, unlike some anchor investor arrangements of other blank check companies, the Anchor Investors are not required to (i) hold any Units, Class A Common Stock or Public Warrants they may have purchased in the IPO or thereafter for any amount of time, (ii) vote any shares of Class A Common Stock they may own at the applicable time in favor of our initial Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to any Public Shares they hold as the rights afforded to the other Public Stockholders.

Contingent Business Combination Expenses

In connection with the Company’s proposed Business Combination with Flybondi, the Company has incurred approximately $240,000 in contingent Business Combination related expenses and paid $25,000. The remaining $215,000 is due upon the Closing of the Flybondi Business Combination.

On June 4, 2025, the Company and Flybondi entered into the Mutual Termination Consent, pursuant to which the Company and Flybondi mutually agreed to terminate the Business Combination Agreement and to abandon the transactions contemplated thereby. As the proposed Business Combination has been terminated, the approximately $215,000 in contingent Business Combination related expenses are no longer payable.

As of June 30, 2025 and December 31, 2024, the Company has not recognized these contingent expenses.

Excise Tax

In connection with the votes to amend the Amended and Restated Charter at the First Special Meeting and the Second Special Meeting, holders of 10,301,658 shares of Class A Common Stock properly exercised their right to redeem their Public Shares for an aggregate redemption amount of $107,607,366. As such, the Company recorded a 1% Excise Tax liability in the amount of $1,076,073 on the accompanying balance sheet as of December 31, 2023.

In connection with the vote to amend the Amended and Restated Charter at the Third Special Meeting, Public Stockholders holding 835,672 Public Shares properly exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $9.5 million (approximately $11.41 per share) was removed from the Trust Account to pay such redeeming Public Stockholders. As such, the Company recorded a 1% Excise Tax liability.

In connection with the March 2025 Special Meeting, stockholders holding an aggregate of 348,502 shares of Class A Common Stock included in the Units sold in the Company’s Initial Public Offering contingently exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.31 per share for an aggregate redemption amount of approximately $3.94 million. With the termination of the proposed Business Combination with Flybondi, the shares submitted for redemption were not redeemed.

On April 30, 2024, in association with the Flybondi Business Combination Agreement, the Cartesian Escrow Parties released $900,000 to the Company solely for the purpose of the Company paying the Excise Tax liability and (i) under conditions as stipulated in the Flybondi Business Combination Agreement and (ii) which was held by the Company in a segregated bank account. On October 23, 2024, the Company filed its Excise Tax return and utilized the $900,000 released to the Company (along with other Company funds) and paid $1,076,073 in excise taxes.

As a result of the redemptions in 2024 in connection with the Third Special Meeting, the Company was required to file a return and remit payment for 2024 excise tax liabilities on or before April 30, 2025. On April 30, 2025, the Company filed its 2024 excise tax return. On June 4, 2025, the Company paid $97,300 in connection with the 2024 excise tax, including penalties and interest. At June 30, 2025 and December 31, 2024, the Company reported an Excise Tax Liability of $0 and $95,388, respectively, on the accompanying balance sheets. The liability does not impact the accompanying statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.