CAPITAL CONTRIBUTION NOTE |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| CAPITAL CONTRIBUTION NOTE | |
| CAPITAL CONTRIBUTION NOTE | NOTE 6. CAPITAL CONTRIBUTION NOTE On March 28, 2024, the Company entered into the March Subscription Agreement with the Sponsor and the Capital Contribution Note Investor, pursuant to which the Sponsor raised $600,000 to provide working capital to the Company. In consideration of the March Subscription Agreement, the Company will issue 600,000 Class A common shares to the Capital Contribution Note Investor at the Closing. Amounts funded by the Sponsor to the Company under this arrangement do not accrue interest and shall be promptly repaid by the Company to the Sponsor within five (5) business days of the closing of an initial Business Combination. The Company and Sponsor are jointly and severally obligated to make the Business Combination Payment to the Capital Contribution Note Investor. The Capital Contribution Note Investor may elect at the closing of an initial Business Combination to receive such Business Combination Payment in cash or Class A common stock at a rate of one share of Class A common stock for each $10.00 of the Capital Calls funded under the March Subscription Agreement. If the Company liquidates without consummating a Business Combination, any amounts remaining in the Sponsor’s or the Company’s cash accounts (excluding any amounts in the Trust Account) after paying any outstanding third party invoices will be paid to the Capital Contribution Note Investor within ten (10) days of the liquidation. In April and June 2024, the Company borrowed an aggregate of $600,000 under the Capital Contribution Note. The fair value of the Capital Contribution Note includes both the fair value of the 600,000 shares in consideration for the Capital Calls and the principal as of each reporting date (see Note 7). |