De-SPAC, Board Determination Disclosure [Text Block]

Factors the Company Board considered included the following (which factors are not necessarily presented in any order of relative importance):

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Expanded Access to Capital. The Company Board believes that becoming a publicly traded company may enhance access to capital, including potential proceeds, if any, available at Closing from the Trust Account after redemptions and from potential financing to help fund the Company’s operations and growth strategy following the Closing.

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Value Creation for Existing Shareholders. The Company Board believes that the Business Combination provides existing Company equityholders with the opportunity to obtain and hold publicly traded equity securities of Pubco, allowing them to participate in the potential future growth of the combined company following the Closing, while retaining a significant ownership stake in Pubco.

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Strategic Growth Drivers. The Company Board considered the Company’s numerous growth drivers, including the recent inclusion of 3x3 basketball in the 2028 Summer Olympics in Los Angeles, the Company’s continuing broadcast partnership with CBS, growing sponsorship and media revenue, and opportunities to expand into additional markets, including internationally, each of which the Company Board believes the additional capital resources and public company platform resulting from the Business Combination will help the Company pursue.

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Cash Position After the Business Combination. The Company Board considered the anticipated cash resources available to Pubco following the Closing, including funds expected to be available from the Trust Account after giving effect to any redemptions, together with the proceeds of any financing, and the Company Board’s belief that such resources, combined

with cash generated from the Company’s ongoing operations, would provide Pubco with capital to fund its growth strategy and working capital needs following the Closing.

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Creation of Liquidity for Company Existing Equityholders. The Company Board considered that the Business Combination is expected to provide the Company’s existing equityholders with liquidity by converting their current equity interests in a privately held company into shares of publicly traded common stock of Pubco, which, subject to applicable lock-up and other transfer restrictions, may be sold following the Closing.

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Increased Market Awareness of Big3 Brand. The Company Board considered that becoming a publicly traded company is expected to increase the visibility and awareness of the Company’s brand among fans, media partners, sponsors and other stakeholders, which the Company Board believes may enhance the Company’s ability to attract and retain sponsorship, media and licensing opportunities and continue to grow its fan base.

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The Company Board’s Assessment of the Existing Competition. The Company Board considered the competitive landscape in which the Company operates, including competition from other professional and collegiate basketball leagues and other sports and entertainment properties for fan attention, sponsorship dollars and media rights, and the Company Board’s belief that the Company’s differentiated 3x3 format, brand recognition and roster of players position it to compete effectively, including as a public company with access to additional capital resources.

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The Company Board’s Existing Fiduciary Duty. The Company Board considered its fiduciary duties to the Company and its equityholders, including its obligation to evaluate the Business Combination as compared to other strategic alternatives reasonably available to the Company, such as remaining a privately held company or pursuing alternative financing or business combination transactions, and concluded that the Business Combination represented the best alternative reasonably available to the Company to maximize value for its equityholders.

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Continued Control by the Company. The Company Board considered that, upon the Closing, the Company’s existing equityholders are expected to hold a substantial portion of the outstanding equity interests of Pubco, and that the Company’s founders and existing management are expected to continue to exercise significant influence over the management and strategic direction of Pubco following the Closing.

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Company’s Executive Management and Personnel. The Company Board considered the experience, industry knowledge and continuity provided by the Company’s existing management team, including Co-Founder and Chief Executive Officer O’Shea Jackson Sr. (Ice Cube) and Co-Founder and Executive Chairman Jeffrey Kwatinetz, each of whom is expected to continue to lead the Company following the Closing, and the Company Board’s belief that this continuity of leadership will facilitate a smooth transition to operating as a public company.

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The Likelihood Pubco will Obtain a Stock Exchange Listing. The Company Board considered the likelihood that Pubco will satisfy the applicable initial listing requirements of the NYSE in connection with the Closing, and the anticipated benefits to the Company’s equityholders of holding shares of a company listed on a national securities exchange, including increased liquidity and visibility.

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The Terms of the Business Combination Agreement. The Company Board reviewed and considered the terms and conditions of the Business Combination Agreement, including the aggregate Merger Consideration payable to the Company’s equityholders and the potential for additional Earnout Shares upon the achievement of certain post-Closing milestones, and the Company Board’s belief, following arm’s-length negotiations with SPAC, that such terms were fair to, and in the best interests of, the Company and its equityholders.

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The Conditions and Obligations of SPAC. The Company Board considered the conditions to the parties’ obligations to consummate the Business Combination, including the requirement that SPAC have available at least $50,000,000 in cash proceeds from the Trust Account and any transaction financing, the requirement that Pubco’s securities be approved for listing on a national securities exchange, and the Company Board’s assessment of the likelihood that these and the other closing conditions set forth in the Business Combination Agreement would be satisfied.

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The Timeliness of a Successful Business Combination. The Company Board considered the anticipated timing of the Business Combination, including the expectation that the Closing would occur in the fourth quarter of 2026, and the importance of completing the Business Combination in a timely manner in order to capitalize on the Company’s current business momentum, including its ongoing season and the recent announcement of the inclusion of 3x3 basketball in the 2028 Summer Olympics in Los Angeles.

De-SPAC, Board Determination, Terms of Financing Materially Related Considered [Text Block]

the fact that at or immediately prior to the Closing, if the Closing SPAC Cash is less than $100,000,000, the Sponsor must invest, or cause its affiliate or designee to invest, an aggregate of at least $5,000,000 of gross proceeds in a Transaction Financing. To the extent that the Sponsor Investment is made in the form of equity or equity-linked securities, the Sponsor will receive such additional equity pursuant to such investment.

De-SPAC, Board Determination, Dilution Considered [Text Block]

The fact that current SPAC Public Shareholders will experience immediate dilution as a consequence of the issuance of Pubco Common Stock as consideration in the Business Combination and, as a result, such SPAC Public Shareholders will collectively own a minority interest in Pubco after the Closing.

De-SPAC, Approval By Majority of Unaffiliated Security Holders of the SPAC is Required [Flag]

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Majority of Nonemployee Directors Retained an Unaffiliated Representative to Negotiate Terms of the de-SPAC Transaction [Flag]

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