NOTE 6 - RELATED PARTY TRANSACTIONS:

Third Sponsor Alliance

On April 29, 2024, a subsequent sponsor securities purchase agreement was executed between EVGI, the Company’s second sponsor, and ARWM Pte Limited (“ARWM”), the Company’s third sponsor, pursuant to which, EVGI agreed to transfer to ARWM on the closing (a) an aggregate of 2,360,000 founders’ shares, consisting of 2,359,999 Class A ordinary shares of the Company, or 46.50% of the outstanding Class A Ordinary Shares, and 1 Class B ordinary share of the Company (“Class B Ordinary Share”), or 100% of the outstanding Class B Ordinary Shares and (b) 3,893,334 private placement warrants (“Private Warrants”) that had been purchased by the first Sponsor concurrently with the Company’s IPO. Prior to the closing of the Third Sponsor Alliance, 170,000 Class A Ordinary Shares owned by EVGI were transferred to EVGI Designees. The transferred securities, collectively constituted 100% of the securities of the Company owned by EVGI prior to transaction. See Note 10 regarding stock based compensation.

On May 16, 2024, the parties completed the closing related to the and as part of the closing of the Third Sponsor Alliance, the Company introduced a change in management and the board of directors of the Company.

Post the May 16, 2024 closing, ARWM transferred or sold 575,000 of its sponsor shares (see Note 10 regarding stock based compensation). As of December 31, 2025, ARWM owned 1,784,999 Class A ordinary shares, representing 56.4% of the outstanding Class A Ordinary Shares and 1 Class B ordinary share, representing 100% of the outstanding Class B Ordinary Shares.

Promissory Notes – First and Second Sponsors

On January 30, 2024, the Company issued a convertible promissory note to the first Sponsor under which the Company can borrow up to a $330 thousand principal amount from the first Sponsor or its registered assigns or successors in interest (the “Payee”), which will be funded equally by the primary three limited partners of the first Sponsor ($110,000 each). The Company shall draw amounts under the promissory note to fund costs and expenses related to its operations and the Business Combination. The promissory note contains the same terms and conditions as the March 16, 2022 and November 8, 2023 promissory notes referenced above.

On January 31, 2024, the Company requested of the first Sponsor that $290 thousand of the $330 thousand promissory note be funded. The requested amount of $290 thousand was received by the Company on February 5, 2024.

On February 23, 2024, as part of closing of the Second Sponsor Alliance, the promissory notes issued by the Company to the first Sponsor, consisting of promissory notes (a) dated March 16, 2022, in a principal amount of $450,000, (b) dated November 8, 2023, in a principal funded amount of $120,000, and (c) dated January 30, 2023, in a principal funded amount of $290,000, were waived by the Sponsor. This $860,000 adjustment was reflected in the changes in capital deficiency section of the Company’s 2024 financial statements.

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE 6 - RELATED PARTY TRANSACTIONS (continued):

Promissory Notes – Third Sponsor (ARWM)

On May 17, 2024, the Company issued an unsecured promissory note to the Company’s third sponsor, ARWM Inc Pte. Ltd. (the “Lender”) with a principal amount up to $500,000 (the “Note”). The Note is repayable in full upon the earlier of (a) the Maturity Date (including extensions), (b) the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company. The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum are payable on the Maturity Date. At the option of Lender, at any time on or prior to the Maturity Date, any unpaid principal amount outstanding under this Note may be converted into whole warrants of the Company to purchase common stock of the Company at a conversion price equal to $1.00 per Warrant. If Lender elects such conversion, the terms of such Warrants shall be identical, with the exception of the exercise price, to the warrants issued in connection with Company’s initial public offering that closed on November 02, 2021 (the “Private Placement Warrants”). On March 2025, the parties signed an agreement to increase the maximum principal amount to $900,000.

The Company and the Lender signed a Note extension on November 1, 2024 to extend the Maturity Date from November 1, 2024 to June 30, 2025, and on July 29, 2025 to extend the Maturity Date to June 30, 2026, and on July 7, 2026 the parties agreed to extend the maturity date of the Note to the earlier of (i) the closing of the Company’s initial business combination or (ii) June 30, 2027. All other terms of the Note remain unchanged by the Note extension.

The Lender advanced $95,000 during the year ended December 31, 2025. The balance due the Lender as of December 31, 2025 was $855,000 (reflected as Sponsor loan on the balance sheet), which consisted of $758,000 of advances under the Note plus $97,000 of accrued interest. If the Company does not consummate an Initial Business Combination by the Maturity Date the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

CACTUS ACQUISITION CORP. 1 LIMITED

NOTES TO FINANCIAL STATEMENTS (continued)