Note 6 — Commitments and Contingencies

Risks and Uncertainties

The Company’s ability to complete an initial business combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial business combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and Iran and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial business combination.

Registration Rights

The holders of the (i) Founder Shares, (ii) Private Placement Units (and their component securities) and (iii) units (and their component securities) that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial business combination pursuant to a registration rights agreement, dated February 27, 2025, by and among the Company and certain security holders. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters had a 45-day Over-Allotment Option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any. On March 3, 2025, the underwriters elected to fully exercise the Over-Allotment Option to purchase an additional 3,000,000 Option Units at a price of $10.00 per Option Unit.

The underwriters of the Company’s IPO were entitled to a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Public Units, excluding any proceeds from the exercise of the Over-Allotment Option), which was paid upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a Deferred Underwriting Fee of 4.50% of the gross proceeds of the base Initial Public Offering held in the Trust Account (excluding any proceeds from the exercise of the Over-Allotment Option) and 6.50% of the gross proceeds sold pursuant to the Over-Allotment Option, or $10,950,000 in the aggregate, payable upon the completion of the initial business combination subject to the terms of the underwriting agreement, dated February 27, 2025 by and between the Company and Cantor.

Advisory Agreement

On May 27, 2025, the Company engaged an advisor to act as its capital markets advisor in connection to a business combination (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Company shall pay the advisor a non-refundable cash fee equal to 5.0% of the aggregate maximum gross proceeds received or receivable by the Company in connection with a financing transaction, including any aggregate amounts committed by investors to purchase equity securities, whether or not all equity securities are issued at the closing of such financing. However, in no event shall the aggregate aforementioned financing fee payable by the Company to the advisor be less than $3,000,000 in cash.

Miotal Business Combination Agreement

On April 7, 2026, the Company, Miotal SPAC HoldCo, Inc., a Cayman Islands exempted company (“Holdco”), PENNY Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”) and SMT Holdings Limited, an Abu Dhabi Global Market Private Company Limited by Shares (“Miotal”) entered into the Miotal Business Combination Agreement (the “Miotal Business Combination Agreement”).

The Miotal Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Miotal.

The Business Combination

The Miotal Business Combination Agreement provides for, among other things, the following transactions: (i) Merger Sub will merge with and into the Company with the Company being the Surviving Company (as defined in the Miotal Business Combination Agreement) and a wholly-owned, direct Subsidiary (as defined in the Miotal Business Combination Agreement) of Holdco (the “Merger”), and (ii) as a result of the Merger, (x) each Class A Ordinary Share of the Company, par value $0.0001 per share after giving effect to the Exercise (as defined in the Miotal Business Combination Agreement), and each Class B Ordinary Share of the Company, issued and outstanding immediately prior to the Merger Effective Time (as defined in the Miotal Business Combination Agreement) will be converted into the right to receive one ordinary share of Holdco, par value $0.0001 per share (a “Holdco Ordinary Share”), and (y) each ordinary share of Miotal (the “Miotal Shares”) issued and outstanding immediately prior to the Merger Effective Time will be exchanged for a number of Holdco Ordinary Shares equal to $10 billion, with each Holdco Ordinary Share valued at $10.00 per share, subject to certain adjustments. 

Miotal is a strategic metals platform focused on the acquisition, holding and monetization of high-purity, technology-grade materials and owns one of the largest known consolidated inventories of high-purity strategic metals, capable of supporting multi-year, sovereign-scale supply across defense and advanced technology applications. Miotal’s current stockpile of such metals comprises ultrafine copper powder (6N purity), ultrafine nickel wire and lesser amounts of lutetium oxide, thulium oxide, holmium oxide, scandium oxide and niobium oxide, all of which Miotal estimates to have a total value of approximately $35 billion based on prevailing market prices of such metals. Please note that the actual value of such metals may vary substantially based on prevailing market prices and conditions at the time of sale.

The Company expects the Miotal Business Combination to close in the second half of 2026, following receipt of the required approvals by the Company’s shareholders and Miotal’s shareholders, the fulfillment of regulatory requirements and the completion of other customary closing conditions.

Representations, Warranties and Covenants

The Miotal Business Combination Agreement contains representations, warranties and covenants of each of the parties to the agreement that are customary for transactions of this type. The parties have also agreed to take all action as may be necessary and use reasonable best efforts such that, as of the effective time of the Miotal Business Combination, the board of directors of the Surviving Company shall be the same as the members of the board of directors of Holdco. The Holdco board of directors will consist of seven directors comprised of: (i) the chief executive officer of Holdco, (ii) one director designated by the Sponsor and (iii) five directors designated by Miotal.

Sponsor Support Agreement

Simultaneously with the execution of the Miotal Business Combination Agreement, the Company, the Sponsor, and Miotal entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, (i) to appear at each meeting of the shareholders of the Company and to vote in favor of each of the transaction proposals to be voted upon at the meeting of the Company shareholders, including approval of the Miotal Business Combination Agreement and the transactions contemplated thereby (including the Merger); (ii) that Sponsor shall comply with, and fully perform all of its obligations set forth in that certain Letter Agreement, dated February 27, 2025, by and among the Sponsor, the Company and the other parties thereto; (iii) during the period from which the Sponsor Support Agreement commences through the Expiration Date (as defined in the Sponsor Support Agreement), Sponsor shall not modify or amend any contracts between or among Sponsor, anyone related by blood, marriage or adoption to the Sponsor or any Affiliate (as defined in the Miotal Business Combination Agreement) of Sponsor (other than the Company or any of its subsidiaries), on the one hand, and the Company or any of the Company’s subsidiaries, other than as contemplated by the Miotal Business Combination Agreement or any Ancillary Documents (as defined in the Miotal Business Combination Agreement); and (iv) if the amount of the Company’s FERA Transaction Costs (as defined in the Miotal Business Combination Agreement) at the closing of the Miotal Business Combination exceed $15,000,000 at the Closing Date Costs (as defined in the Miotal Business Combination Agreement) and prior to the Merger Effective Time, to pay the amount of that excess or elect to have the number of Holdco Ordinary Shares otherwise distributable to Sponsor as Merger Consideration (as defined in the Miotal Business Combination Agreement) at the Effective Time reduced by such number of Holdco Ordinary Shares that represent the value of such excess amount (based on a value of $10.00 per share).

The foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference to the full Sponsor Support Agreement, filed as Exhibit 10.1 to this Report on Form 10-Q and incorporated by reference herein.

Conditions to Each Party’s Obligations

The obligation of the Company and Miotal to consummate the Miotal Business Combination is subject to certain closing conditions, including, but not limited to, (i) the absence of any order, law or other legal restraint prohibiting the consummation of the Merger, (ii) the effectiveness of a registration statement on Form S-4 or F-4, as applicable, (the “Registration Statement”) registering the Holdco Ordinary Shares to be issued in the Merger, (iii) the required approvals of the Company’s shareholders, (iv) the approval by Nasdaq of the Company’s listing application in connection with the Miotal Business Combination, (v) no material adverse effect, as set forth in the Miotal Business Combination Agreement, shall have occurred that is continuing and uncured, and (vi) Miotal having consummated the Min Stockpile Sales (as defined in the Miotal Business Combination Agreement). The Miotal Business Combination Agreement also contains certain other customary closing conditions.

Termination

Each of the Company and Miotal may terminate the Miotal Business Combination Agreement at any time for any reason, by mutual consent. The Miotal Business Combination Agreement may otherwise be terminated by either party in certain circumstances set forth in the Miotal Business Combination Agreement.

If the Miotal Business Combination Agreement is validly terminated, none of the parties to the Miotal Business Combination Agreement will have any liability or any further obligation under the Miotal Business Combination Agreement, except in the case of Willful Breach or Fraud (each as defined in the Miotal Business Combination Agreement) and for customary obligations that survive the termination thereof (such as confidentiality obligations).

Where to Find the Miotal Business Combination Agreement

The foregoing description of the Miotal Business Combination is qualified in its entirety by reference to the Miotal Business Combination Agreement, filed as Exhibit 2.1 to this Report on Form 10-Q and incorporated by reference herein. The Miotal Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Miotal Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Miotal Business Combination Agreement are also modified in important part by the underlying disclosure schedules, which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the Miotal Business Combination Agreement as characterizations of the actual state of facts about the Company, Holdco, Merger Sub or Miotal.

Miotal Registration Rights Agreement

At the Closing, it is anticipated that each of the Company, Sponsor, Holdco, Cantor, and the parties listed on Schedule A of such agreement thereto (collectively, the “Holders”) will deliver and enter into a registration rights agreement (the “Miotal Registration Rights Agreement”) pursuant to which, among other things, Holdco will file and maintain a registration statement registering the resale of shares held by the Holders no later than 45 days before the first expiration of a lock-up period under the Lock-Up Agreements (as defined below) signed by the Holders. Holdco will also provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The Miotal Registration Rights Agreement will also provide that Holdco will pay certain expenses relating to those registrations and indemnify the Holders against certain liabilities.

The foregoing description of the Miotal Registration Rights Agreement is qualified in its entirety by reference to the full Miotal Registration Rights Agreement, filed as Exhibit 10.2 to this Report on Form 10-Q and incorporated by reference herein.

Lock-Up Agreement

Simultaneously with the execution of the Miotal Business Combination Agreement, each of Holdco, Miotal, Merger Sub, the Sponsor, Cantor and certain of Miotal shareholders (as set forth on Schedule B of the Miotal Business Combination Agreement) entered into Lock-Up Agreements, dated as of April 7, 2026 (each a “Lock-Up Agreement”), pursuant to which, among other things, each of Holdco, Miotal, Merger Sub, the Sponsor and certain of Miotal shareholders agreed not to transfer any equity securities of Holdco held by any of them during the lock-up period(s) described therein, on the terms and subject to the conditions set forth therein.

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full Lock-Up Agreement, filed as Exhibit 10.3 to this Report on Form 10-Q and incorporated by reference herein.

Share Exchange Agreement

Concurrently with the execution of the Miotal Business Combination Agreement, all of the holders of the issued and outstanding Miotal Shares have executed and delivered a share exchange agreement (a “Share Exchange Agreement”) with Holdco and Miotal, pursuant to which such holders will exchange their Miotal Shares for Holdco Ordinary Shares in accordance with the terms thereof.

The foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to the full Share Exchange Agreement, filed as Exhibit 10.4 to this Report on Form 10-Q and incorporated by reference herein.