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WARRANTS

3 Months Ended

Mar. 31, 2025

NOTE 12 – WARRANTS

Upon the Company initial capitalization, private warrants were issued to its founding investors. Upon the Company’s initial public offering, public warrants were issued to the participating investors. Details of each are below.

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a common stock upon exercise of a warrant unless the common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows:

	March 31, 2025			December 31, 2024
Expected Dividend Yield		0.00	%		0.00	%
Expected volatility		26.63	%		25.02	%
Risk-Free Rate		3.98	%		4.25	%
Expected life of warrants		1.25			1.25

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Public Warrants	Warrants		Exercise Price		Life in Years		Value

Outstanding December 31, 2024		5,252,990	$	-		3.83	$	98,756
Exercisable (Vested) - December 31, 2024		5,252,990	$	-		3.83	$	98,756

Outstanding March 31, 2025		5,252,990	$	-		3.58	$	79,320
Exercisable (Vested) - March 31, 2025		5,252,990	$	-		3.58	$	79,320

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Private Warrants	Warrants		Exercise Price		Life in Years		Value

Outstanding December 31, 2024		3,901,201	$	0.03		3.83	$	-
Exercisable (Vested) - December 31, 2024		3,901,201	$	0.03		3.83	$	-

Outstanding March 31, 2025		3,901,201	$	0.03		3.58	$	-
Exercisable (Vested) - March 31, 2025		3,901,201	$	0.03		3.58	$	-