NOTE 5 — RELATED PARTIES

Founder Shares

On June 30, 2021, the Sponsor received 2,875,000 of the Company’s Class B common stock (the “Founder Shares”) for $25,000 to be paid at a later date. On October 11, 2021, the sponsor surrendered and forfeited 287,500 Founder Shares for no consideration, following which the Sponsor holds 2,587,500 Founder Shares. All share amounts have been retroactively restated to reflect this surrender. So that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering.

The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the consummation of a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

On July 5, 2024 the Company held a special meeting of its stockholders (the “Special Meeting”) during which the stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation (as further amended on March 28, 2023 and September 28, 2023, (the “Charter”) to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), to convert such Class B Common Stock into shares of Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Optional Conversion Election”).

In accordance with the Company’s Charter, each holder of the Company’s Class B Common Stock exercised their Optional Conversion Election. On August 21, 2024, all 2,587,500 of the then issued and outstanding shares of the Company’s Class B Common Stock were automatically converted into 2,587,500 shares of the Company’s Class A Common Stock (the “Conversion”). Following the Conversion, no shares of the Company’s Class B Common Stock remained issued and outstanding, and there were 4,841,934 shares of the Company’s Class A Common Stock issued and outstanding. 

Advances from Related Parties

Affiliates of the Sponsor advanced $1,000 to the Company for working capital after the Company’s inception in 2021. These advances are due on demand and are non-interest bearing. For the period from June 9, 2021 (inception) through December 31, 2024, the related parties paid $67,198 on behalf of the Company. As of March 31, 2025 and December 31, 2024, there was $67,198 advanced from related parties.

Due to Related Parties

As of March 31, 2025, and December 31, 2024, there was $1,054,135 and $1,035,657, respectively owed under related parties.

General and Administrative Services

Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support for up to 26 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The administrative expense was $30,000 for each of the three months ended March 31, 2025 and 2024. Total amount due as of March 31, 2025 and December 31, 2024 are $350,000 and $320,000, respectively. 

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. 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 March 31, 2025 and December 31, 2024, there were $180,000 and $180,000 outstanding under the Working Capital Loans.

Extension Payment Deposit

On March 29, 2023, April 25, 2023, May 29, 2023, June 26, 2023, July 25, 2023, and August 23, 2023, the Company caused to be deposited $191,666 into the Company’s Trust account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by six months from March 29, 2023 to September 29, 2023. On September 29, 2023, October 26, 2023, November 29, 2023, December 22, 2023, January 25, 2024, February 26, 2024, March 25, 2024, April 25, 2024, May 25, 2024, June 24, 2024, July 25, August 28, 2024, September 29, 2024, October 22, December 9 and 13, 2024 it caused to be deposited $40,000 into the Company’s Trust account for its public stockholders, allowing the Company to extend the period of time it has to consummate its initial business combination by eleven months from December 29, 2023 (the “Extension”) to December 29, 2024. The total extension payment the Company has deposited in the trust account is $1,750,211 as of March 31, 2025 and as of December 31, 2024.