NOTE 3. RELATED PARTY TRANSACTIONS

On March 20, 2020, the Sponsor purchased 3,593,750 shares of Class B convertible common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.007 per share.

On August 3, 2020, the Company effected a 1.4-for-1 forward stock split of its issued and outstanding shares of Class B convertible common stock, resulting in an aggregate of 5,031,250 Founder Shares being outstanding, of which an aggregate of up to 656,250 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering.

On November 5, 2020, the over-allotment option expired and was not exercised. Consequently 656,250 Founder Shares were forfeited. Following the forfeiture, the sponsor owned 4,375,000 shares of Class B convertible common stock.

On September 27, 2022, the Company’s Sponsor contributed to the Company an aggregate of 200,000 shares of Class B convertible common stock. Following the contribution, the Sponsor owned 4,175,000 shares of Class B convertible common stock.

On October 17, 2022, the Sponsor elected to convert 3,000,000 shares of Class B convertible common stock into 3,000,000 shares of Class A convertible common stock. Following the conversion, the Sponsor owned 1,175,000 shares of Class B convertible common stock.

The Class B convertible common stock is identical to the Class A common stock except that (i) each share of Class B convertible common stock shall be entitled to ten (10) votes at any annual or special meeting of stockholders or in the case of any written consent of stockholders in lieu of a meeting and for all purposes, and (ii) the Class B convertible common stock has the exclusive right to elect, replace and remove the directors of the Company. Holders of Class B convertible common stock may also elect to convert their shares of Class B convertible common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

On February 27, 2023, the Sponsor purchased 204,200 shares of Class C common stock from a Holder, which were comprised of (i) 4,200 shares of Class C common stock, which were issued on a one-for-one basis for the number of shares of Class A convertible common stock of the Company previously redeemed from the Holder, and (ii) 200,000 shares of Class C common stock, which represent the Holder’s pro rata share of the Class C common stock that were held in the Trust Account, for an aggregate purchase price of $42,000.

On November 1, 2023, the Sponsor voluntarily elected to convert all of its shares of Class A convertible common Stock into shares of Class C common stock (the “Class C Conversion”), which upon completion the Class C common stock was renamed Class A common stock.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing September 24, 2020, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For each of the years ended December 31, 2025 and 2024, the Company incurred fees for these services of $120,000 and $120,000 respectively. Administrative support fees included in accounts payable – related party in the accompanying balance sheets at December 31, 2025 and 2024, were $632,000 and $512,000, respectively.

Cash and Cash Equivalents

At December 31, 2025 and 2024, the Company invested $1,063,828 and $1,083,831, respectively, in the Gabelli U.S. Treasury Money Market Mutual Fund, an affiliated entity, which is recorded in cash and cash equivalents on the balance sheets.