RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | 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 founders’ shares, consisting of Class A ordinary shares of the Company and Class B ordinary share of the Company (“Class B Ordinary Share”), or % 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.
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.
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”). In March 2025, the parties signed an agreement to increase the maximum principal amount of the Note 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 balance due to the Lender as of March 31, 2026 was $875,000 (reflected as Sponsor loan on the balance sheet), which consisted of $758,000 of advances under the Note plus $116,000 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.
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