v3.26.1
Loan from WISeSat.Space Corp. (the “Target”)
6 Months Ended
Jun. 30, 2026
Loan from WISeSat.Space Corp. (the “Target”) [Abstract]  
Loan from WISeSat.Space Corp. (the “Target”)

Note 9 —Loan from WISeSat.Space Corp. (the “Target”)

 

On May 5, 2026, the Company issued an unsecured promissory note to the Target in the principal amount of $100,000 in connection with the Target’s payment of an aggregate of $100,000 of the Monthly Extension Fee through four $25,000 deposits, each representing 50% of the Monthly Extension Fee pursuant to the BCA (a “Target Extension Note”). On May 21, 2026, the Company issued a second unsecured promissory note to the Target in the principal amount of $25,000 in connection with the Target’s payment of the May 2026 extension fee. The notes, together, the ‘Target Extension Notes,’ are non-interest bearing and payable upon the earliest of (i) termination of the Business Combination Agreement in accordance with its terms other than by the Company pursuant to Section 10.1(e) thereof, (ii) consummation of the Company’s initial business combination, and (iii) the effective date of the winding up of the Company.

 

The Target has the right, but not the obligation, to convert all or a portion of the outstanding balance of the Target Extension Notes into private units of the Company at a conversion price of $10.00 per unit. Each private unit consists of one ordinary share and one right to receive one-seventh (1/7) of one ordinary share upon consummation of a business combination.

 

In the event of a valid termination of the Business Combination Agreement by the Company pursuant to Section 10.1(e), and upon the completion of a business combination by the Company with another target, the Target may elect either repayment of the outstanding balance under the Target Extension Notes or conversion of the outstanding balance into common or ordinary shares of the post-combination public company at a conversion price of $5.00 per share, subject to customary equitable adjustment provisions.

 

As of June 30, 2026, $125,000 was outstanding under the Target Extension Notes and $25,000 was recorded as Due to the Target for the Target’s payment of the June 2026 Monthly Extension Fee. As of December 31, 2025, there were no amounts outstanding under the Target Extension Notes or Due to the Target. In July 2026, the Company subsequently issued an unsecured promissory note to the Target in the principal amount of $25,000 for the Monthly Extension Fee paid in June 2026.