v3.26.1
Subsequent Events
12 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the audited financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the audited financial statements.

 

Merger Agreement with VCI Holdings Limited and Vietnam Biofuels Development Joint Stock Company

 

On April 3, 2025, the Company entered into a merger agreement (the “Original Merger Agreement”) with VCI Holdings Limited, a British Virgin Islands business company (the “VCI”) and Vietnam Biofuels Development Joint Stock Company, a Vietnamese company (“VNB”).

 

On April 30, 2026, parties to the Original Merger Agreement entered into the Merger Agreement by and among (i) EQN (ii) the Purchaser, and (iii) Merger Sub, to amend and restate the Original Merger Agreement. The Merger Agreement amended and restated the Original Merger Agreement to effect a change in structure of the business combination, whereby (a) on the Share Purchase Closing Date (as defined in the Merger Agreement), the Company Group shall cause the VCI Shareholders to sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the VCI Shareholders all of the issued and outstanding shares and other equity interests in or of VCI (such share purchase, the “Share Purchase”) in exchange for 98,000,000 Purchaser Class A Ordinary Shares and 2,000,000 Purchaser Class B Ordinary Shares (the “Share Purchase Closing Payment Shares”); (b) after the Share Purchase Closing Date (as defined in the Merger Agreement), Merger Sub will merge with and into the Company with the Company being the surviving entity (the “Reincorporation Merger Surviving Corporation”) and becoming a wholly owned subsidiary of the Purchaser (the “Reincorporation Merger”), and (c) following the Reincorporation Merger, the Reincorporation Merger Surviving Corporation shall convert to a business company with limited liability of the British Virgin Islands (the “Redomestication”). The Merger Agreement and the transactions contemplated therein were unanimously approved by the boards of directors of the Company. In addition to the foregoing, on the date on which the Closing occurs, the Purchaser shall issue and deliver (i) the Additional Closing Shares, (ii) the Debt Shares and (iii) the Commitment Shares; each as described in the Merger Agreement.

 

Following the Closing, Earnout Shareholders shall have the right to receive up to an aggregate of 27,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, dividends, and similar events), which shall vest as follows: (i) 10,000,000 Purchaser Class A Ordinary Shares if the volume-weighted average price of the Class A Ordinary Shares equals or exceeds $15.00 over any 20 trading days within any 30 trading day period during the five years following the Closing; (ii) 15,000,000 Purchaser Class A Ordinary Shares if the consolidated revenue and other income equals or exceeds $500,000,000 for any four consecutive fiscal quarters during the five years commencing from the first day of the fiscal quarter following the Closing; and (iii) 2,000,000 Purchaser Class A Ordinary Shares if the Purchaser declares a dividend of at least $20,000,000 in cash or equivalent value in treasury shares within three years following the Closing.

 

The VCI Business Combination are expected to be consummated after obtaining the required approval by the shareholders of the Company and VCI and the satisfaction of certain other customary closing conditions.

 

The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.

 

The foregoing description of the Original Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Original Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2025, and incorporated by reference herein.

 

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 5, 2026, and incorporated by reference herein.

 

Extensions

 

On each of April 27, 2026 and May 29, 2026, the Company made a deposit of $2,000 to the trust account to extend the period of time the Company has to consummate an initial business combination from May 2, 2026 to July 2, 2026.