v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 10 – SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 27, 2026, the date that the financial statements were issued. Based on this evaluation, management determined that the subsequent events described below requires disclosure under ASC 855.

 

Sponsor Acquisition

 

On January 28, 2026, certain accredited investors (the “Buyers”) acquired all of the membership interests in the Sponsor owned by the non-managing members of the Sponsor pursuant to a securities purchase agreement. Simultaneously with such transaction, the Buyers also acquired all of the membership interests of Conroy Partners LLC, the managing member of the Sponsor, pursuant to a member interest purchase agreement. As a result of the foregoing transactions, the Buyers own all of the membership interests in the Sponsor. The Sponsor also acquired from Cantor Fitzgerald & Co. (“Cantor”) 2,000,000 private placement warrants of the Company owned by Cantor pursuant to a securities purchase agreement.

 

In connection with the consummation of transactions contemplated above (the “Sponsor Acquisition”), on January 28, 2026, Erich Spangenberg resigned as the Chairman of the board of directors (the “Board”) and as the Chief Executive Officer of the Company, effective as of the closing of the Sponsor Acquisition. Delos M. Cosgrove, MD and Vincent Capone resigned as directors of the Board and as members of audit and compensation committees of the Board, effective as of the closing of the Sponsor Acquisition.

 

On January 28, 2026, in connection with the Sponsor Acquisition, Christopher Devall was appointed as Chief Executive Officer of the Company. In addition, Anthony Hayes (as Chairman), Jarrett Gorlin, Matthew Saker, and Kyle Haug were appointed to serve as the Board of Directors, which changes became effective on March 7, 2026. 

 

Underwriter Fee Reduction Agreement

 

On January 28, 2026, the Company and the Sponsor entered into a fee reduction agreement (the “Fee Reduction Agreement”) with Cantor, as representative of the several underwriters for the Company’s initial public offering consummated on July 11, 2024.

 

Pursuant to the underwriting agreement dated July 9, 2024 (the “Underwriting Agreement”), Cantor was previously entitled to receive deferred underwriting commissions in the aggregate amount of $10,950,000 (the “Original Deferred Fee”) upon the consummation of the Company’s initial business combination. Pursuant to the Fee Reduction Agreement, and subject to the consummation of a business combination, Cantor has instead agreed to receive, in lieu of the Original Deferred Fee, a non-refundable cash fee equal to 1.5% of the aggregate amount delivered from the Company’s trust account upon the closing of the Company’s initial business combination (the “Reduced Deferred Fee”).

 

The Reduced Deferred Fee will be payable upon the closing of the Company’s initial business combination. If the Company (or its successor) fails to pay the Reduced Deferred Fee in full at such time, Cantor may elect to require the Company to pay the full amount of the Original Deferred Fee in cash.

 

In addition, if the Company or the Sponsor becomes entitled to receive any break-up, termination or similar fee in connection with a proposed business combination that is terminated, abandoned or otherwise not consummated, 50% of the amount of such fee shall be applied toward payment of the Reduced Deferred Fee, subject to certain limitations set forth in the Fee Reduction Agreement.

 

Administrative Services Agreements

 

On January 28, 2026, the Administrative Services Agreement, dated July 9, 2024, by and between the Company and SIM Management LP, an affiliate of the Sponsor, was terminated, and any accrued obligations under the Administrative Services Agreement were waived. 

 

On March 18, 2026, the Company and Dominari Holdings Inc. entered into an administrative services agreement pursuant to which Dominari will provide office space, utilities and secretarial and administrative support to the Company in exchange for $20,000.00 per month.

 

Promissory Note with Sponsor

 

On March 18, 2026, the Company issued a promissory note in the aggregate principal amount of up to $1,500,000 to the Sponsor (the “2026 Note”). Pursuant to the 2026 Note, the interest rate is 12.0% per annum, based on actual days / 360 and each draw carries a 5.0% original issue discount (OID). The 2026 Note is due and payable upon the earlier to occur of: (1) our initial Business Combination, or (2) our liquidation.

 

Management evaluated the impact of the Transaction under ASC 855, Subsequent Events, and determined that the Transaction represents a non-recognized subsequent event. Accordingly, no adjustments have been made to the accompanying consolidated financial statements for the year ended December 31, 2025.