NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheets and through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than those disclosed below.

Between the completion of the Affiliate’s initial public offering on September 26, 2025 and December 31, 2025, the Affiliate’s Sponsor withdrew an aggregate amount of $1,345,844 from the Affiliate’s Account. Of the aggregate Withdrawal amount, $325,000 was used to repay an outstanding Note to the Affiliate’s Sponsor and $208,731 was used to repay other offering costs and expenses to the Affiliate’s Sponsor. On February 12, 2026, after the Affiliate Board directed the Affiliate’s Sponsor to return the full balance due to the Affiliate, the Affiliate Board and the Affiliate’s CFO learned that Affiliate’s Sponsor would not be able to repay the balance due back to the Affiliate.

Based on the foregoing, on February 18, 2026, at the request of the Affiliate Board and the Board, Lynn Stockwell agreed to tender her resignation as Chief Executive Officer, Executive Chair of the Board and as a Board member of the Affiliate and as Chief Executive Officer, Executive Chair of the Board and as a Board member of the Company. The Board received notification of Ms. Stockwell’s resignation on February 28, 2026 and such resignation was effective upon receipt. The Board accepted Ms. Stockwell’s resignation and Ms. Stockwell was removed as Chief Executive Officer, Executive Chair of the Board and as a member of the Board.

As a result of the above conduct by the Affiliate’s Sponsor and Ms. Stockwell, the Board adopted resolutions taking the following actions:

In connection with the change in management, Ms. Stockwell, as the Managing Member of the sponsor group, along with her husband, entered into the Standstill Acknowledgement in which they agreed to refrain from taking any actions with respect to the Company and to cooperate with the current management team on the transfer of founder shares and other securities held by the sponsor when permissible. Pursuant to the Standstill Acknowledgement, Ms. Stockwell and her spouse acknowledged that the Sponsor is unable to fulfill the financial and operational obligations typically associated with the sponsor role, including providing working capital. As such, the Sponsor will not provide additional funding under the Subscription Promissory Note in place with the Company (see Notes 5 and 7).

On March 23, 2026, the Company issued an interim convertible note (the “Interim Note”) to BV Advisory Partners, LLC (the “Investor”) in the principal amount of $100,000 (the “Interim Loan”). The Interim Loan represents an initial loan towards a contemplated $500,000 financing (the “Financing”) pursuant to the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026 (the “Investment Agreement”) described below. The total amount outstanding under the Interim Note is $100,000.

The Interim Note has a maturity date six months from the date of issuance, unless earlier converted or credited toward the definitive financing under the Investment Agreement and does not bear interest. Upon the consummation of initial business combination by the Company (a “Business Combination”), the outstanding principal amount of the Interim Loan may, at the option of the Investor, be converted into shares of the combined entity at a conversion price equal to a 35% discount to the market price of such shares at the time of conversion. 

On March 23, 2026, the Company entered into the Definitive Interim Investment and Sponsor Transition Agreement, (the “Investment Agreement”) with the Investor relating to a proposed financing transaction pursuant to which the Investor indicated its intent to provide financing to the Company through a convertible note investment, of which the Interim Loan represented the first tranche. Pursuant to the Investment Agreement, the aggregate amount to be loaned is $500,000. The second tranche of $200,000 will be made within 21 days with the remainder of the commitment on an as-needed basis. The Company also agreed to use commercially reasonable efforts to provide the Investor with not less than 40% of the economic benefit equivalent to sponsor-level economics. The Investor has the right but not the obligation to provide additional funding beyond the $500,000 commitment.

In connection with the Investment Agreement, the Investor has introduced to the Company a potential business combination opportunity involving an enterprise technology platform focused on artificial intelligence, machine learning, quantum analytics, and cybersecurity solutions, consistent with the business of Power Analytics Global Corporation.

The Company has commenced preliminary due diligence with respect to this potential opportunity. On April 7, 2026, the Company entered into a letter of intent (the “LOI”) with Power Analytics Global Corp., a Delaware corporation (the “Target”) for a de-SPAC transaction resulting in Target becoming a public company. The terms of the transaction are subject to further negotiation and execution of a business combination agreement although it is anticipated that the valuation for Target will be approximately $1.0 billion, subject to adjustment based on due diligence, capital structure, net debt, working capital and market conditions. As of the date of this report, no definitive agreement has been executed, and there can be no assurance that any business combination will result from this evaluation.