Note 5 — Related-Party Transactions

Founder Shares

On October 19, 2021, the Sponsor purchased 7,452,500 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”) for an aggregate price of $25,000 (see Note 7). On November 19, 2021, the Company effected a 1.0102482-for-1 split of the Company’s Class B common stock, such that the Sponsor owned 7,528,875 Founder Shares. The Founder Shares are subject to certain transfer restrictions, as described below. Holders of Founder Shares may elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Initial Stockholders agreed to forfeit up to 956,250 Founder Shares to the extent that the overallotment option was not exercised in full by the underwriters. Since the overallotment option was exercised in full, the 956,250 Founder Shares are no longer subject to forfeiture. On February 16, 2024, the Sponsor determined to convert all the outstanding shares of Class B common stock into shares of Class A common stock on a one-for-one basis.

The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property, except to certain permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s Initial Stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (2) if the Company consummates a transaction after the Company’s initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

Related-Party Loans

On October 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note became due upon the closing of the IPO. The Note was non-interest bearing. As of December 31, 2021, the Note had an outstanding balance of $145,000. On January 19, 2022, the day the IPO was consummated, there was $145,000 outstanding on the loan, which was repaid fully on January 24, 2022.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. As of June 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

Issuance of unsecured Promissory Note – Related Party

On April 17, 2023, the Company issued a promissory note (the “Promissory Note”) to the Sponsor. Pursuant to the Promissory Note, the Sponsor agreed to loan the Company up to an aggregate principal amount of $2.8 million. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which the Company consummates a Business Combination (the “Maturity Date”). If the Company does not consummate a Business Combination, it may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. At the Maturity Date, the Sponsor may receive, at its option and in lieu of repayment in cash of all or any portion of the amount outstanding under the Promissory Note, the same consideration to be received by holders of the Company’s Class A common stock at the closing of the Company’s initial business combination, on the basis of two (2) shares of Class A common stock for each $10.00 loaned thereunder.

The Sponsor (or one or more of its affiliates or third-party designees) made monthly payments of $320,583 from April 2023 to August 2023, $30,000 from September 2023 to January 2024, and $15,987 from February 2024 to December 2024 towards extension payments. As of June 30, 2025 and December 31, 2024, the Company has borrowed $2.8 million under the Promissory Note. In connection with the January 2025 special meeting, there was no requirement for the Company to make any extension deposit during the period, and no amounts were contributed to the Trust Account.

In addition, on February 16, 2024, the Company issued a promissory note (the “2024 Promissory Note”) to the Sponsor. Pursuant to the 2024 Promissory Note, the Sponsor agreed to loan the Company up to an aggregate principal amount of $1.2 million. The 2024 Promissory Note is non-interest bearing and all outstanding amounts under the 2024 Promissory Note will be due on the date on which the Company consummates a business combination. If the Company does not consummate a business combination, the Company may use a portion of any funds held outside the Trust Account to repay the 2024 Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the 2024 Promissory Note, the unpaid amounts would be forgiven. As of June 30, 2025 and December 31, 2024, the Company has borrowed $1,200,000 under the 2024 Promissory Note.

Support Services

The Company pays the Sponsor a fee of up to $33,333 per month for the use of office and administrative support services following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation. For the three and six months ended June 30, 2025, the Company incurred $43,500 and $87,000 in fees for these services, of which $43,500 and $87,000 are included in due to affiliate in the accompanying unaudited condensed balance sheets, respectively. For the three and six months ended June 30, 2024, the Company incurred $43,500 and $87,000 in fees for these services. As of June 30, 2025 and December 31, 2024, $435,000 and $348,000 had been accrued as due to affiliate in the accompanying unaudited condensed balance sheets.

The Company engaged Burkland Associates, LLC (f/k/a FintechForce, Inc.), an entity affiliated with the Company’s former Chief Financial Officer, for consulting services, financial planning and analysis, and general professional services. From January to September 2024, the Company paid a monthly fee of $15,000. Beginning in October 2024, the fee was reduced to $10,000 per month. On February 27, 2025, the Company amended the agreement with Burkland Associates, LLC, updating the fee term to an hourly basis. For the three and six months ended June 30, 2025, the Company incurred $9,053 and $36,694 in fees for these services, of which $9,053 and $15,849 are included in accounts payable and accrued expenses in the accompanying unaudited condensed balance sheets, respectively. For the three and six months ended June 30, 2024, the Company incurred and paid $46,266 and $91,876 in fees for these services. As of June 30, 2025 and December 31, 2024, $201,837 and $165,143 had been accrued as accounts payable and accrued expenses in the accompanying unaudited condensed balance sheets.

On March 17, 2025, the Company entered into an agreement with LGF CFO Services Inc., an entity affiliated with the Company’s current Chief Financial Officer, for consulting services, financial planning and analysis, and general professional services for a monthly fee of $10,000. For the three and six months ended June 30, 2025, the Company incurred $30,000 and $40,000 in fees for these services, of which $20,000 is included in accounts payable and accrued expenses in the accompanying unaudited condensed balance sheets. As of June 30, 2025, there was $20,000 outstanding under this agreement.

Advances from Related Party

As of June 30, 2025, the Sponsor had advanced the Company $445,137 for working capital purposes, of which $0 was repaid during the three months ended June 30, 2025. As of June 30, 2025 and December 31, 2024, the outstanding balance under the advances amounted to $445,137 and $84,128, respectively. During the three and six months ended June 30, 2025, the Sponsor advanced $35,800 and $361,009, respectively, to the Company for working capital purposes. No such advances were made during the three and six months ended June 30, 2024.