v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events  
Subsequent Events

Note 9 — Subsequent Events

The Company has evaluated subsequent events through the date these condensed financial statements were issued and determined that, other than as set forth below, there were no material subsequent events that would require adjustment or disclosure.

On September 26, 2025, the Company, F&M, Merger Sub and 2744026 Alberta Ltd. (“Alberta”), a corporation incorporated under the laws of the Province of Alberta, entered into an amendment to the Business Combination Agreement, pursuant to which (i) F&M assigned to Alberta, and Alberta assumed, all of F&M’s rights and obligations under the Business Combination Agreement, (ii) Merger Sub will be replaced by a new subsidiary entity formed by Alberta in Delaware, (iii) the Outside Date (as defined in the Business Combination Agreement) is extended by one year to December 31, 2026, and (iv) certain other technical and conforming changes were made to reflect the new structure and parties. The material terms of the Business Combination otherwise remain unchanged.

On November 11, 2025, the Company’s stockholders approved (i) an amendment (the “November Charter Amendment”) to the Certificate of Incorporation to extend the date by which the Company has to consummate a business combination (the “Combination Period”) to December 19, 2026 (or such earlier date as determined by the Company’s Board of Directors); and (ii) an amendment to the IMTA to allow the trustee to liquidate the Trust Account at such time as may be determined by the Company as set forth in the November Charter Amendment (the “November IMTA Amendment”). In accordance with Rule 14c-2 under the Exchange Act, the November Charter Amendment and the November IMTA Amendment became effective December 15, 2025.

On December 15, 2025, in connection with the approval and implementation of the November Charter Amendment, the holders of 61,828 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.46 per share, for an aggregate redemption amount of approximately $0.7 million. Following such redemptions, 28,222 Public Shares remain outstanding.

On November 24, 2025, the IRS published additional information relating to excise tax on repurchases of corporate stock relating specifically to SPAC’s. The IRS published that any SPAC that priced its IPO prior to August 16, 2022 is not subject to excise tax on any redemptions as of June 30, 2025. Prior to the issuance of this guidance, the Company timely filed its 2024 excise tax return; however, the Company did not repay its outstanding excise tax obligations. As a result, the Company has incurred approximately $155,000 of interest and penalty from July 1, 2025 through November 24, 2025.