As described in Note 1, on July 30, 2025, and as amended on September 29, 2025, Eagle Energy, SVII, and the Company entered into the BCA. Pursuant to the BCA, on February 24, 2026, the Company, Eagle Energy, and SVII completed a business combination through which each of Eagle Energy and SVII amalgamated with a wholly owned subsidiary of the Company domiciled in Nevada and the Cayman Islands, respectively, with Eagle Energy and SVII surviving the amalgamations.

Under the BCA, former shareholders of nonredeemable common stock of Eagle Energy received 18,888,289 shares of common stock in the Company, representing a consolidation on a 5.8349:1 basis. The former shareholder of redeemable common stock of Eagle Energy received 2,750,000 shares of common stock in the Company, representing a consolidation on a 5.8:1 basis. Reported shares of common stock, weighted average number of shares outstanding, and loss per share available to the Company’s common stock, prior to the de-SPAC transaction, have been retroactively restated to reflect the exchange ratio established in the BCA. Amounts in common stock and additional paid-in capital were recast for reallocation, in order to reflect the par value of shares post-consolidation.

Concurrently, former shareholders of SVII received 3,630,051 shares of common stock in the Company, representing a one-for-one exchange of Class A and Class B ordinary shares of SVII. The Company also issued 2,299,982 shares of common stock to holders of 23,000,000 rights of SVII, which were converted into shares of SVII on a 10:1 basis upon the consummation of a business combination by SVII. A total of 5,930,033 shares of common stock are retained by former shareholders of SVII.

Upon completion of the de-SPAC transaction, the Company also issued 300,000 shares of common stock with fair value of $2,097,000 to a service provider in consideration for transaction costs associated with the de-SPAC transaction, and was included in additional paid-in capital of the Company.

Concurrently with the completion of the de-SPAC transaction, the Company received $29,700,000 from a PIPE financing (Note 9) consisting of the (i) issuance of 29,700 shares of Series A Cumulative Convertible Preferred Stock and (ii) 2,500,000 PIPE warrants. The Series A Cumulative Preferred Stock have an initial stated value of $1,000 per share, and are initially convertible into common stock on a 1-to-84.18 basis.

Upon completion of the de-SPAC transaction, the Company also assumed 18,500,000 warrants of SVII (Note 9). The Company also issued 2,422,133 warrants (Note 9) to the sponsor of SVII (the “SVII Sponsor”) in exchange for settlement of $2,422,133 of loans owed by SVII to the SVII Sponsor, at $1.00 per warrant, which has been accounted for as a capital transaction with a shareholder of the Company.

In addition, in accordance with the BCA, certain former shareholders of Eagle Energy will have the contingent right to receive, in aggregate, 1,500,000 shares of common stock (the “Earnout Shares”), if at any time before February 24, 2031 (the “Earnout Period”), the VWAP (as defined in the BCA) of the shares of common stock of the Company equals or exceeds $16.00 for any 20 trading days within a period of 30 consecutive trading days (the “Earnout Target”), or if a change of control transaction occurs during the Earnout Period, and the Earnout Target was not already met. The Company evaluated the Earnout Shares under ASC 815-40, and concluded the Earnout Shares meet the definition of an equity instrument, and accordingly will be accounted for as part of additional paid-in capital.

The de-SPAC transaction was accounted for as a reverse recapitalization, with the net assets of Eagle Energy stated at historical cost, with no recognition of goodwill or other intangible assets. Under this method of accounting, the de-SPAC transaction was accounted for as a capital transaction of Eagle Energy and equivalent to the issuance of shares by Eagle Energy for the net assets of SVII, accompanied by a recapitalization for financial reporting purposes. This determination was primarily based on relative voting rights, composition of the board of directors, and management. The reported amounts from operations included herein prior to the de-SPAC transaction are those of Eagle Energy.

The following summarizes the common stock outstanding immediately following the de-SPAC transaction, on February 24, 2026:



		Number of shares
SVII Public Shareholders		1,101,717
SVII Rights Conversion		2,299,982
SVII Founders		2,528,334
Total SVII		5,930,033
Eagle Energy Shareholders		21,638,289
Shares Issued for Transaction Costs		300,000
Total Common Stock at Closing		27,868,322
Series A Cumulative Convertible Preferred Stock, As Converted		2,500,000
Total Shares		30,368,322

A reconciliation of net contributions from reverse recapitalization is as follows:



Cash	$	4,894,595
Less: transaction costs		(2,916,782)
Cash assumed on reverse recapitalization	$	1,977,813

Net liabilities assumed by the Company:
Prepaid expenses	$	24,284
Accounts payable and accrued liabilities		(10,913)
Promissory notes payable		(2,422,133)
Net assets (liabilities)	$	(2,408,762)

Add: conversion of promissory notes to warrants	$	2,422,133
Net contributions from reverse recapitalization	$	1,991,184