NOTE 9 – SUBSEQUENT EVENTS

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

On July 13, 2026, the Company and GOWell entered into the Second Amendment to the Business Combination Agreement to provide that the earnout based on 2026 EBITDA can be partially earned at 80% achievement of the 2026 EBITDA Target, in addition to the partial earnout at 90% achievement of the 2026 EBITDA Target, which mirrors the earnout structure of the earnout based on the 2027 EBITDA Target and 2028 EBITDA Target. Additionally, the Amendment increases the cap on SPAC Transaction Expenses from $8,000,000 to $9,000,000 and carves out certain specified expenses from such cap.

On August 12, 2026, the Company’s shareholders approved an amendment to the Articles to extend the date by which the Company has to consummate its initial business combination from August 14, 2026 to August 31, 2026, and permit the board of directors of the Company, in accordance with Article 49.7 of the Articles, to further extend such date up to four times in one month increments, to up to December 31, 2026. In connection with such extension, an aggregate of 7,475,610 public shares were redeemed, for an aggregate of approximately $79.1 million or approximately $10.59 per share. Following such redemptions, an aggregate of approximately $12.2 million remained in the Trust Account and an aggregate of 4,433,765 ordinary shares were outstanding, of which 3,443,765 were Class A ordinary shares and 990,000 were Class B ordinary shares.