| RELATED PARTY TRANSACTIONS |
NOTE
5. RELATED PARTY TRANSACTIONS
Insider
shares
On
July 18, 2025, the Company issued an aggregate of insider shares to the Sponsor for an aggregate purchase price of $
in cash. The funds were received by October 24, 2025. Such ordinary shares include an aggregate of up to shares subject to forfeiture
by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will
collectively own 20% of the outstanding shares after the Initial Public Offering (not including the ordinary shares that are included
within the Private Units). Following the full exercise of the underwriters’ over-allotment option on October 28, 2025, insider
shares will be subject to forfeiture.
The
insider shares, except as described below, are identical to ordinary shares included in the units being sold in the Initial Public Offering,
and holders of insider shares have the same shareholder rights as public shareholders, except that:
| |
● |
the
insider shares are subject to certain transfer restrictions, as described in more detail below; |
| |
|
|
| |
● |
our
initial shareholders have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights
with respect to any insider shares, private placement shares included in any private units and public shares they hold in connection
with the completion of our initial business combination, (ii) waive their redemption rights with respect to any insider shares, private
placement shares included in any private units and public shares in connection with the implementation of, following a shareholder
vote to approve, an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
or timing of our obligation to provide holders of our ordinary shares the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
18 months from the closing of the Initial Public Offering, subject to extension up to 21 months by means of three one-month extensions
provided that $0.033 per public share is deposited into the trust account for each one-month extension and further provided that
the Company has entered into an agreement for an initial business combination within that 18-month period, to complete an initial
business combination, or (B) with respect to any other material provisions relating to (x) the rights of holders of our ordinary
shares or (y) pre-initial business combination activity; and (iii) waive their rights to liquidating distributions from the trust
account with respect to any insider shares or private placement shares included in private units they hold if we fail to consummate
an initial business combination within 18 months from the closing of the Initial Public Offering, subject to extension up to 21 months
by means of three one-month extensions provided that $0.033 per public share is deposited into the trust account for each one-month
extension, and provided that the Company has entered into an agreement for an initial business combination within that 18-month period,
to complete an initial business combination (although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within 18 months from the closing
of the Initial Public Offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033
per public share is deposited into the trust account for each one-month extension and further provided that the Company has entered
into an agreement for an initial business combination within that 18-month period, to complete an initial business combination); |
| |
|
|
| |
● |
the
insider shares are subject to anti-dilution adjustments to ensure that the initial shareholders maintain their proportionate ownership
following the consummation of our initial business combination, as described below and in our amended and restated memorandum and
articles of association; and |
| |
|
|
| |
● |
the
insider shares are entitled to registration rights. |
If
we submit our initial business combination to our public shareholders for a vote, our Sponsor and our management team have agreed to
vote their insider shares, private placement shares included in any private units and any public shares purchased during or after the
Initial Public Offering in favor of our initial business combination (except with respect to any such public shares which may not be
voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange
Act and any SEC interpretations or guidance relating thereto).
The
initial shareholders have agreed not to transfer, assign or sell any of their insider shares until the earliest of (A) six months after
the completion of our initial business combination and (B) subsequent to our initial business combination, the date on which we complete
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having
the right to exchange their ordinary shares for cash, securities or other property.
Administrative
Services Arrangement
On
July 8, 2025, our Sponsor agreed, commencing from October 23, 2025, through the earlier of the Company’s consummation of a Business
Combination and its liquidation, to make available to the Company certain office space, utilities and secretarial and administrative
support as may be reasonably required by the Company. The Company has agreed to pay our Sponsor, $ per month, for up to 18 months,
subject to extension to up to 21 months, as provided in the Company’s registration statement, for such administrative services.
For the three and six months ended June 30, 2026, $ and $ was charged to operations respectively and no amounts were outstanding
on June 30, 2026.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Up to $3,000,000 of such loans may be convertible into private units, at a price of $10.00 per unit, at the option
of the applicable lender. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside
the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. As of June 30, 2026, no amounts under such loans have been drawn.
|
NOTE
5. RELATED PARTY TRANSACTIONS
Insider
shares
On
June 30, 2025, the Company issued an aggregate of insider shares to the Sponsor for an aggregate purchase price of $
in cash. The funds were received by October 24, 2025. Such ordinary shares includes an aggregate of up to shares subject to forfeiture
by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will
collectively own 20% of the outstanding shares after the Initial Public Offering (not including the ordinary shares that are included
within the private units). Following the full exercise of over-allotment options on October 28, 2025, insider shares will subject
to forfeiture.
The
insider shares, except as described below, are identical to ordinary shares included in the units being sold in the Initial Public Offering,
and holders of insider shares have the same shareholder rights as public shareholders, except that:
| |
● |
the
insider shares are subject to certain transfer restrictions, as described in more detail below; |
| |
|
|
| |
● |
our
initial shareholders have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights
with respect to any insider shares, private placement shares included in any private units and public shares they hold in connection
with the completion of our initial business combination, (ii) to waive their redemption rights with respect to any insider shares,
private placement shares included in any private units and public in connection with the implementation of, following a shareholder
vote to approve, an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
or timing of our obligation to provide holders of our ordinary shares the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
18 months from the closing of the Initial Public Offering, subject to extension up to 21 months by means of three one-month extensions
provided that $0.033 per public share is deposited into the trust account for each one-month extension and further provided that
the Company has entered into an agreement for an initial business combination within that 18-month period, to complete an initial
business combination, or (B) with respect to any other material provisions relating to (x) the rights of holders of our ordinary
shares or (y) pre-initial business combination activity; and (iii) waive their rights to liquidating distributions from the trust
account with respect to any insider shares or private placement shares included in private units they hold if we fail to consummate
an initial business combination within 18 months from the closing of the Initial Public Offering, subject to extension up to 21 months
by means of three one-month extensions provided that $0.033 per public share is deposited into the trust account for each one-month
extension, and provided that the Company has entered into an agreement for an initial business combination within that 18-month period,
to complete an initial business combination (although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within 18 months from the closing
of the Initial Public Offering, subject to extension up to 21 months by means of three one-month extensions provided that $0.033
per public share is deposited into the trust account for each one-month extension and further provided that the Company has entered
into an agreement for an initial business combination within that 18-month period, to complete an initial business combination); |
| |
|
|
| |
● |
the
insider shares are subject to anti-dilution adjustments to ensure that the initial shareholders maintain their proportionate ownership
following the consummation of our initial business combination, as described below and in our amended and restated memorandum and
articles of association; and |
| |
|
|
| |
● |
the
insider shares are entitled to registration rights. |
If
we submit our initial business combination to our public shareholders for a vote, our sponsor and our management team have agreed to
vote their insider shares, private placement shares included in any private units and any public shares purchased during or after
the Initial Public Offering in favor of our initial business combination (except with respect to any such public shares which may
not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the
Exchange Act and any SEC interpretations or guidance relating thereto).
The
initial shareholders have agreed not to transfer, assign or sell any of their insider shares until the earliest of (A) six months after
the completion of our initial business combination and (B) subsequent to our initial business combination, the date on which we complete
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having
the right to exchange their ordinary shares for cash, securities or other property.
Promissory
Note – Related Party
On
June 24, 2025, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate
principal amount of $350,000, to be used for payment of costs related to the Proposed Offering. The note is non-interest bearing and
payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the Initial Public Offering. On October 24, 2025, the Company
has fully repaid the borrowing under the promissory note with our Sponsor.
Administrative
Services Arrangement
On
July 8, 2025, our Sponsor has agreed, commencing from October 23, 2025, through the earlier of the Company’s consummation of a
Business Combination and its liquidation, to make available to the Company certain office space, utilities and secretarial and administrative
support as may be reasonably required by the Company. The Company has agreed to pay to our Sponsor, $ per month, for up to 18 months,
subject to extension to up to 21 months, as provided in the Company’s registration statement, for such administrative services.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,
or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Up to $3,000,000 of such loans may be convertible into private units, at a price of $10.00 per unit, at the option
of the applicable lender. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside
the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. As of December 31, 2025, no amounts under such loans have been drawn.
|
|
| RELATED PARTY TRANSACTIONS |
|
|
11.
Related parties balances and transactions
RELATED PARTY TRANSACTIONS
The
following is a list of the related parties with whom the Company conducted transactions during the years ended December 31, 2025 and
2024, and their relation with the Company:
| Name
of the related parties |
|
Relation
with the Company |
| Wojciech
Kaszycki (“Mr. Kaszycki”) |
|
Member
of supervisory board |
| Emilio
Gomez (“Mr. Gomez”) |
|
Chief
executive officer and president of the management board of CADV before the Reorganization; founder and Chief Executive
Officer of Kogom Ltd.; current Chief Operating Officer of CADV |
| GPA
S.A. |
|
Entity
of which Mr. Gomez holds 66% of equity interests |
| Santochi
Co. |
|
Entity
to which the spouse of Mr. Gomez is a director |
| Kogom
Ltd. (“Kogom”) |
|
Shareholder
of the Company, 100% controlled by Mr. Gomez |
| Mobilum
Tech UAB |
|
100%
controlled by Mr. Kaszycki |
| Mobilum
OU |
|
100%
controlled by Mr. Kaszycki |
| TTP
Ltd |
|
100%
controlled by Mr. Kaszycki |
| WKM
Ltd |
|
100%
controlled by Mr. Kaszycki |
| WKM2
sp.z.o.o. (“WKM2”) |
|
100%
controlled by Mr. Kaszycki |
SCHEDULE
OF ACCOUNTS RECEIVABLE FROM A RELATED PARTY
| | |
As of
December 31,
2025 | | |
As of
December 31,
2024 | |
| | |
US$ | | |
US$ | |
| Accounts receivable from a related party | |
| | | |
| | |
| Mobilum Tech UAB | |
US$ | — | | |
US$ | 10,596 | |
| Accounts receivable from a related party | |
US$ | — | | |
US$ | 10,596 | |
Accounts
receivable from a related party represents receivables from this related party for the provision of service during the Company’s
operations
| | |
As of
December 31,
2025 | | |
As of
December 31,
2024 | |
| | |
US$ | | |
US$ | |
| Prepayment to a related party | |
| | | |
| | |
| Santochi Co. | |
US$ | — | | |
US$ | 45,870 | |
| Prepayment to a related party | |
US$ | — | | |
US$ | 45,870 | |
Prepayment
to a related party represents prepaid service expense to a related party during the Company’s operations.
| | |
As of
December 31,
2025 | | |
As of
December 31,
2024 | |
| | |
US$ | | |
US$ | |
| Amount due from related parties | |
| | | |
| | |
| WKM2 | |
US$ | 6,594 | | |
US$ | — | |
| Kogom | |
| — | | |
| 56,144 | |
| Amount
due from a related party | |
US$ | 6,594 | | |
US$ | 56,144 | |
Amount
due from related parties represents advances to these related parties for their operation. These amounts are interest free, unsecured
and repayment on demand.
| | |
As of
December 31,
2025 | | |
As of
December 31,
2024 | |
| | |
US$ | | |
US$ | |
| Amount due from a related party, non-current | |
| | | |
| | |
| WKM Ltd | |
US$ | — | | |
US$ | 100,061 | |
| Amount due from a related party, non-current | |
US$ | — | | |
US$ | 100,061 | |
Amount
due from a related party, non-current represents a loan to WKM Ltd of PLN 400,000 (US$97,532) on February 20, 2024, with an annual interest
rate of 3.0% and maturity date of 2 years. The loan is fully repaid in December 2025 and the outstanding value is nil as of December
31, 2025.
| | |
As of
December 31,
2025 | | |
As of
December 31,
2024 | |
| | |
US$ | | |
US$ | |
| Account payable to related parties | |
| | | |
| | |
| TTP Limited | |
| 19,130 | | |
| 5,938 | |
| Santochi Co. | |
| 253 | | |
| — | |
| Accounts
payable to related parties | |
US$ | 19,383 | | |
US$ | 5,938 | |
Account
payable to related parties represents payables to these related parties for their provision of service during the Company’s daily
operation.
| | |
As of
December 31,
2025 | | |
As of
December 31,
2024 | |
| | |
US$ | | |
US$ | |
| Amount due to related parties | |
| | | |
| | |
| Mr. Kaszycki | |
US$ | 8 | | |
US$ | 875,326 | |
| WKM2 | |
| — | | |
| 70,537 | |
| Amount
due to a related party | |
US$ | 8 | | |
US$ | 945,863 | |
Balance
due to WKM2 represents advances from the related party for daily operation. It is interest free and has no repayment date. Balance due
to Mr. Kaszycki represents advances for daily operation. It bears an annual interest rate of 7.22% from December 31, 2023 to December
30, 2024, and an annual interest rate of 4.31% during the period from December 31, 2024 to December 30, 2025. On December 18, 2025, Mr.
Kaszycki entered into the Debt transfer agreement to transfer his debt claim on the Company to Kogom. After the transfer, Kogom agreed
with the Company to issue 19,440,939 Ordinary Shares of the Company to settle the debt claim and all outstanding interest on the debt.
Please refer to Note 6 for details.
Transactions
with related parties
| | |
For the year ended
December 31,
2025 | | |
For the year ended
December 31,
2024 | |
| | |
US$ | | |
US$ | |
| Sales of service to related parties | |
| | | |
| | |
| GPA S.A. | |
| 567,300 | | |
| 348,205 | |
| Mobilum Tech UAB | |
| 147,869 | | |
| 186,216 | |
| Sales
of service to related parties | |
US$ | 715,169 | | |
US$ | 534,421 | |
| | |
| | | |
| | |
| Purchase of service from related parties | |
| | | |
| | |
| TTP Limited | |
| 25,363 | | |
| 11,977 | |
| Santochi Co. | |
| 78,914 | | |
| 47,268 | |
| Purchase
of service from related parties | |
US$ | 104,277 | | |
US$ | 59,245 | |
| | |
| | | |
| | |
| Purchase of research and development service from a related party | |
| | | |
| | |
| TTP Limited | |
US$ | 256,858 | | |
US$ | 649,169 | |
| | |
| | | |
| | |
| Interest accrued from related parties | |
| | | |
| | |
| WKM Ltd | |
| 3,031 | | |
| 2,606 | |
| WKM2 | |
| 99 | | |
| 118 | |
| Interest
accrued from related parties | |
US$ | 3,130 | | |
US$ | 2,724 | |
| | |
| | | |
| | |
| Interest accrued to a related party | |
| | | |
| | |
| Mr. Kaszycki | |
US$ | 25,680 | | |
US$ | 43,448 | |
| | |
| | | |
| | |
| Advances/loans to related parties | |
| | | |
| | |
| WKM Ltd | |
| — | | |
| 100,505 | |
| WKM2 | |
| 15,098 | | |
| 11,558 | |
| Advances/loans
to related parties | |
US$ | 15,098 | | |
US$ | 112,063 | |
| | |
| | | |
| | |
| Repayment from related parties | |
| | | |
| | |
| Kogom | |
| 61,258 | | |
| 57,973 | |
| WKM2 | |
| 8,878 | | |
| 17,644 | |
| TTP Limited | |
| — | | |
| 14,858 | |
| WKM | |
| 112,208 | | |
| — | |
| Repayment
from related parties | |
US$ | 182,344 | | |
US$ | 90,475 | |
| | |
| | | |
| | |
| Advances from a related party | |
| | | |
| | |
| WKM2 | |
US$ | — | | |
US$ | 72,687 | |
| | |
| | | |
| | |
| Repayment to related parties | |
| | | |
| | |
| WKM2 | |
| 76,963 | | |
| — | |
| Mr. Kaszycki | |
| 156,767 | | |
| — | |
| Repayment
to related parties | |
US$ | 233,730 | | |
US$ | — | |
On
February 20, 2024, the Company lent a loan to WKM Ltd of PLN 400,000 (US$97,532), please refer to amount due from a related party, non-current
for details.
On
March 10, 2024, the Company lent a loan of PLN 25,000 (US$6,281) to WKM2 with an annual interest rate of 2.0% and maturity date of 1
year. On September 2, 2024, the Company entered into two loans to lent a total of PLN 10,000 (US$2,513) to WKM2 with an annual interest
rate of 2.0% and maturity date of 1 year. On November 28, 2024, the Company lent a loan of PLN 11,000 (US$2,764) to WKM2 with an annual
interest rate of 2.0% and maturity date of 1 year. All these loans to WKM2. were fully repaid on December 23, 2024.
On
May 19, 2025, the Company lent a loan of PLN 33,000 (US$8,779) to WKM2 with an annual interest rate of 2.0% and maturity date of 1 year.
The loan is fully repaid on December 12, 2025.
On
December 18, 2025, Kogom entered the Debt transfer agreement with Mr. Kaszycki. Please refer to Note 6 for details.
|
| RELATED PARTY TRANSACTIONS |
11.
Related parties balances and transactions
RELATED
PARTY TRANSACTIONS
The
following is a list of the related parties with whom the Company conducted transactions during the Successor period from January 6 through
June 30, 2026 and the Predecessor period from January 1 through 5, 2026 and for the six months ended June 30, 2025, and their relation
with the Company:
| Name
of the related parties |
|
Relation
with the Company |
| Mr.
Lin# |
|
Chief
executive officer and president of the management board |
| Wojciech
Kaszycki (“Mr. Kaszycki”)* |
|
Member
of supervisory board |
| Hubert
Kowalski |
|
Chief
technology officer |
| Emilio
Gomez (“Mr. Gomez”) |
|
Chief
operating officer |
| GPA
S.A. |
|
Entity
of which Mr. Gomez holds 66% of equity interests |
| Santochi
Co. |
|
Entity
to which the spouse of Mr. Gomez is a director |
| Kogom
Ltd. (“Kogom”) |
|
Former
Shareholder of the Company, 100% controlled by Mr. Gomez |
| Mobilum
Tech UAB* |
|
100%
controlled by Mr. Kaszycki |
| Mobilum
OU* |
|
100%
controlled by Mr. Kaszycki |
| TTP
Ltd* |
|
100%
controlled by Mr. Kaszycki |
| WKM
Ltd* |
|
100%
controlled by Mr. Kaszycki |
| WKM2
sp.z.o.o. (“WKM2”)* |
|
100%
controlled by Mr. Kaszycki |
| Handsfull# |
|
100%
controlled by Mr. Lin |
| * | | Mr. Kaszychi ceased to be
the member of supervisory board since February 1, 2026. All these entities and person are not related parties to the Group since
February 1, 2026. |
| # | | Mr. Lin became the
controlling shareholder of the Group since January 6, 2026 and since then Handsfull became the related party to the
Group. |
SCHEDULE OF ACCOUNTS RECEIVABLE FROM A RELATED PARTY
| | |
Successor
As of June
30, 2026 | |
Predecessor As
of December
31, 2025 |
| | |
US$ | |
US$ |
| Amount
due from a related party | |
| | | |
| | |
| WKM2 | |
US$ | — | | |
US$ | 6,594 | |
| Amount
Due from a related party | |
US$ | — | | |
US$ | 6,594 | |
Amount
due from a related party represents advances to a related party for its operation. These amounts are interest free, unsecured and repayment
on demand.
| | |
As
of June
30, 2026 | |
As
of December
31, 2025 |
| | |
US$ | |
US$ |
| Accounts
payable to related parties | |
| | | |
| | |
| Hubert Kowalski | |
US$ | 8,155 | | |
US$ | — | |
| TTP Limited | |
| — | | |
| 19,130 | |
| Santochi
Co. | |
| — | | |
| 253 | |
| Accounts
payable to related parties | |
| 8,155 | | |
| 19,383 | |
Account
payable to related parties represents payables to these related parties for their provision of service during the Company’s daily
operation.
| | |
As
of June
30, 2026 | |
As
of December
31, 2025 |
| | |
US$ | |
US$ |
| Amount
due to a related party | |
| | | |
| | |
| Mr.
Kaszychi | |
US$ | — | | |
US$ | 8 | |
| Amount
due to related parties, non-current | |
| | | |
| | |
| Handsfull | |
US$ | 299,142 | | |
US$ | — | |
| Mr. Lin | |
| 49,401 | | |
| — | |
| Amount
due to a related party | |
| 348,543 | | |
| — | |
Mr.
Lin and Handsfull became related party of the Group after the Reorganization on January 6, 2026. Current balance due to Handsfull represents
advances from the related party for daily operation. Please refer to note 5 for the non-current balance due to Handsfull.
Transactions
with related parties
| | |
Successor For the period from January 6 through June 30, 2026 | |
Predecessor For the six months ended June 30, 2025 |
| | |
US$ | |
US$ |
| Sales of service to related parties | |
| | | |
| | |
| GPA S.A. | |
| 90,369 | | |
| 389,401 | |
| WKM Ltd. | |
| 20,876 | | |
| — | |
| Mobilum Tech UAB | |
| — | | |
| 78,320 | |
| Sales of service to related parties | |
US$ | 111,245 | | |
US$ | 467,721 | |
| Purchase of service from related parties | |
| | | |
| | |
| TTP Limited | |
| 20,277 | | |
| 12,297 | |
| Santochi Co. | |
| — | | |
| 24,266 | |
| Hubert Kowalski | |
| 41,223 | | |
| — | |
| KOGOM Ltd. | |
| 1,326 | | |
| — | |
| Purchase of service from related parties | |
US$ | 62,826 | | |
US$ | 36,563 | |
| Purchase of research and development service from a related party | |
| | | |
| | |
| TTP Limited | |
US$ | — | | |
US$ | 128,364 | |
| Interest accrued from related parties | |
| | | |
| | |
| WKM2 | |
| — | | |
| 17 | |
| WKM Ltd | |
| — | | |
| 1,542 | |
| Interest accrued from related parties | |
US$ | — | | |
US$ | 1,559 | |
| Interest accrued to related parties | |
| | | |
| | |
| Handsfull | |
| 3,398 | | |
| — | |
| Mr. Lin | |
| 367 | | |
| — | |
| Mr. Kaszycki | |
| — | | |
| 13,662 | |
| Interest accrued to related parties | |
US$ | 3,765 | | |
US$ | 13,662 | |
|
|
|