NOTE 4 – RELATED PARTY TRANSACTIONS

On August 18, 2025, the Company renegotiated the notes with JanBella. All notes were in default. In the new agreement, JanBella elected to retain the default penalties and interest on the notes and elected to forgive the default status and extend the notes to February 1, 2026. The adjusted balance of the notes with the default penalties and interest is $2,747,038. The Company recognized interest expense of $1,276,447 for the default penalties and interest on the notes. The interest rate on all notes was set at 8.00% and the notes became convertible at a fixed price of $1.10. These notes are currently in default and the Company is negotiating extensions for these notes. As of June 30, 2026 and December 31, 2025, the balance on this consolidated note was $2,747,308 and $2,747,308 and accrued interest was $192,903 and $82,411, respectively.

On July 10, 2025, the Company and The Alessi 2023 Irrevocable Trust entered into an unsecured Promissory Note for $2,142,857. The note matures on April 30, 2026. The interest rate is 8.00%. An original interest discount was included on this note of $642,857. This discount is being amortized over the life of the original note ending on April 30, 2026. This note is convertible at a fixed price of $5.00. During the three and six months ended June 30, 2026, the Company amortized $84,099 and $336,399 of this discount, respectively. As of June 30, 2026 and December 31, 2025, the balance was $2,142,857 and $2,142,857 and accrued interest was $169,048 and $82,857, respectively.

On September 16, 2025, the Company and The Alessi 2023 Irrevocable Trust entered into an unsecured Promissory Note for $714,286. The note matures on September 15, 2026. The interest rate is 8.00%. An original interest discount was included on this note of $214,286. This discount is being amortized over the life of the original note ending on September 15, 2026. This note is convertible at a fixed price of $5.00. During the three and six months ended June 30, 2026, the Company amortized $52,424 and $106,262 of this discount, respectively. As of June 30, 2026 and December 31, 2025, the balance was $714,286 and $714,286 and accrued interest was $45,556 and $16,825, respectively.

The Company’s CEO, William Alessi, paid various expenses on his credit cards on behalf of the Company. The Company reimburses Mr. Alessi for these charges. As of June 30, 2026 and December 31, 2025, there was a balance due of $495 and $252,830, respectively, which has been reported as an accrued liability payable to a related party on the financial statements.

During the six months ended June 30, 2026, the Company’s CEO, William Alessi, had made advances to the Company in the amount of $81,000. These advances are due on demand and accrue no interest. As of June 30, 2026 and December 31, 2025, the balance was $81,000 and $0, respectively.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 187,500 and 30,000 Private Placement Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of 217,500 Private Placement Warrants, at a price of $40.00 per Private Placement Warrant, generating proceeds of $8.7 million.

Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $460.00 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees.

The Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.