COMMITMENT AND CONTINGENCIES	9 Months Ended
Sep. 30, 2025
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES	NOTE 6. COMMITMENT AND CONTINGENCIES Registration Rights Agreement The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the registration statement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a business combination. We have granted Cantor and Odeon or their designees or affiliates certain registration rights relating to these securities. The underwriters of the Initial Public Offering may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement and may not exercise demand rights on more than one occasion. We bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 3,000,000 additional Units to cover over-allotments. On October 12, 2021, the underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $30,000,000 to the Company. The underwriters were paid a cash underwriting discount of $0.20 per Unit (excluding over-allotment Units) in the Initial Public Offering, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.50 per Unit (excluding over-allotment Units) and $0.70 per over-allotment Unit (totaling $12,100,000 in the aggregate) is payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of that certain underwriting agreement, dated as of October 6, 2021 (the “Underwriting Agreement”). On April 12, 2023, the Company entered into a fee reduction agreement (the “Fee Reduction Agreement”), which amends the Underwriting Agreement. According to the Underwriting Agreement, the Company previously agreed to pay to the underwriters of the Initial Public Offering an aggregate of $12,100,000 as deferred underwriting commissions, a portion of which fee is payable to each underwriter in proportion to their respective commitments pursuant to the Underwriting Agreement, upon the consummation of a Business Combination. Pursuant to the Fee Reduction Agreement, the underwriters have agreed to forfeit sixty-six and 94/100 percent (66.94%) of the aggregate deferred underwriting commissions of $12,100,000 for a total reduction of $8,100,000. However, if the Company enters into a Business Combination with a target at a pre-money valuation above $100 million, the forfeiture percentage for underwriters will be reduced to no less than fifty percent (50%) of the aggregate deferred underwriting commissions of $12,100,000 for an approximate reduction of $6,050,000. On April 4, 2024, the Company entered into an Amended & Restated Fee Reduction Agreement, which amends the Underwriting Agreement with Cantor Fitzgerald & Co. (“CF&CO”). Pursuant to the Amended and Restated Fee Reduction Agreement with CF&CO, in the event that the Company consummates the Business Combination with AERKOMM, CF&CO agrees that it will forfeit $6,475,000 of the aggregate original deferred fee that would otherwise be payable by the Company to CF&CO, resulting in a remainder of $1,995,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. On April 4, 2024, the Company entered into an Amended & Restated Fee Reduction Agreement, which amends the Underwriting Agreement with Odeon Capital Group LLC (“Odeon”). Pursuant to the Amended and Restated Fee Reduction Agreement with Odeon, in the event that the Company consummates the Business Combination with AERKOMM, Odeon agrees that it will forfeit $2,775,000 of the aggregate original deferred fee that would otherwise be payable by the Company to Odeon, resulting in a remainder of $855,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. Merger Agreement On March 29, 2024, the Company, a Cayman Islands exempted company (which will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the closing date) entered into a Merger Agreement, by and among the Company, AKOM Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and AERKOMM Inc., a Nevada corporation (the “AERKOMM”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). On September 25, 2024, the Company, Merger Sub and AERKOMM entered into an amendment to the Merger Agreement to (1) provide that any lock-up period applicable to the Sponsor or any officers, directors or affiliates of the Company will terminate at the closing of the Merger, (2) change the percentage of the Founder Shares being treated as Escrowed Sponsor Shares from 50% to 25%, (3) add a provision providing for AERKOMM to pay certain amounts to the Company to cover its working capital and extension expenses, and (4) add a provision that the Company may terminate the Merger Agreement at any time prior to the closing date if AERKOMM or any Subsidiary of AERKOMM enters into voluntary bankruptcy or fails to remove within 60 days any petition in bankruptcy filed against it prior to closing. On February 12, 2025, the Company, Merger Sub and AERKOMM entered into a second amendment to the Merger Agreement (the “Amendment No. 2”) to amend and restate the definitions of both “Indebtedness” and “Working Capital”. On April 12, 2025, the Company, Merger Sub and AERKOMM entered into a third amendment to the Merger Agreement (the “Amendment No. 3”) to amend and restate the closing date term. On June 12, 2025 and September 10, 2025, AERKOMM wired $670,000 and $300,000 of the proceeds from SAFE Note Agreement No. 3 to the Company as partial repayment of the account receivable, respectively. The Company recognized a benefit from credit loss of $350,000 in the accompanying condensed consolidated statement of operations. As of September 30, 2025 and December 31, 2024, the Company recorded a $2,471,333 and $500,000 account receivable related to a target delay charge, respectively. Simultaneously, a full allowance for credit loss of $2,471,333 and $500,000 were recognized as of September 30, 2025 and December 31, 2024. The PIPE Investment Concurrently with the execution of the Merger Agreement, the Company and AERKOMM entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors providing for investments in the Company’s Common Stock in a private placement for an aggregate cash amount of $35,000,000 at $11.50 per share of the Company’s Common Stock (the “PIPE Investment”). AERKOMM will exercise reasonable best efforts to obtain a PIPE Investment Amount of at least $65,000,000 (inclusive of investment amounts under SAFE Agreements (as defined below)) pursuant to PIPE arrangements, and will obtain a minimum PIPE Investment Amount, unless waived by the Company, of at least $ 45,000,000 minus the investment amount obtained pursuant to SAFE Agreements (the “PIPE Minimum Investment Amount”) and will consummate the transactions contemplated by the Subscription Agreements. The SAFE Investment On March 29, 2024, the Company entered into a Merger Agreement, by and among Merger Sub. and AERKOMM (as it may be amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, the Company was obligated to enter into simple agreements for future equity (the “SAFE Agreements”) with certain investors providing for investments in shares of the Company’s Common Stock in a private placement in an aggregate amount of not less than $15,000,000 (exercising reasonable best efforts to secure $5,000,000 within twenty (20) Business Days of the date of the Merger Agreement, another $5,000,000 within forty (40) Business Days of the date of the Merger Agreement, and another $5,000,000 within sixty (60) Business Days of the date of the Merger Agreement) that will automatically convert upon the closing at $11.50 per share of the Company’s Common Stock and in accordance with such SAFE Agreements and the Merger Agreement (such investments in the aggregate, the “SAFE Investment”). As of August 12, 2024, an aggregate of $2.6 million of SAFE Investment has been made. The SAFE Investment will initially be placed in an escrow account and may be released from such escrow account to an account of AERKOMM pursuant to the joint written instructions of AERKOMM and the Company. On December 4, 2024, the Company and AERKOMM entered into one new SAFE Agreement. As a result, as of December 4, 2024, SAFE Agreements for an aggregate of $4,997,200· have been entered into. The SAFE Agreements will automatically convert upon the closing of the merger at $11.50 per share of the Company’s Common Stock. If the SAFE Agreements automatically convert upon the closing of the merger, in addition to 434,539 of the Company’s Common Stock, the SAFE Agreements are also convertible into an additional 94% of the number of shares of Company’s Common Stock, or 408,466 shares to be held in escrow subject to the same Milestone Events outlined in the Merger Agreement under the Incentive Merger Consideration (the “Incentive Shares”) section. The Company analyzed the SAFE agreement under ASC 480 and ASC 815, noting that the Common Stock and Incentive Shares issuable under the SAFE Agreement do NOT meets the requirements for equity classification. As a result, the Common Stock and Incentive Shares are required to be classified as a liability and measured at fair value with changes in fair value recorded in earnings, the SAFE notes were issued by AERKOMM and as such the liability has been reflected in the consolidated financial statement of AERKOMM at issuance and as of September 30, 2025. On June 9, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 3”). On July 23, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 4”). On September 5, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 4.2”). On October 23, 2025, the Company and AERKOMM entered into another SAFE Agreement (the “SAFE Note Agreement No. 5”). As a result, as of date that this Current Report on Form 10-Q has been filed, SAFE Agreements for an aggregate of $8,997,200 have been entered into. The SAFE Agreements will automatically convert upon the closing of the merger at $11.50 per share of the Company’s Common Stock. If the SAFE Agreements automatically convert upon the closing of the merger, in addition to 782,365 of the Company’s Common Stock, the SAFE Agreements are also convertible into an additional 94% of the number of shares of the Company’s Common Stock, or 735,423 shares to be held in escrow subject to the same Milestone Events outlined in the Merger Agreement under the Incentive Merger Consideration (the “Incentive Shares”) section. Sponsor Support Agreement In connection with the execution of the Merger Agreement, the Company entered into a support agreement (the “Sponsor Support Agreement”) with the Sponsor and AERKOMM, pursuant to which the Sponsor agreed to, among other things, (i) vote all of its shares in favor of each the Company Proposal sought by the Company with respect to the Merger Agreement or the transactions contemplated thereby, (ii) vote against any Alternative Proposal or proposal relating to a business combination transaction, (iii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and transactions relating to the Merger), (iv) vote against any change in the business, management or Board of Directors of the Company (other than in connection with the Merger), (v) vote against any proposal that would impede the Merger or that would result in a breach with respect to any obligation or agreement of the Company, Merger Sub or the Sponsor under the Merger Agreement or the Company Support Agreement, and (vi) vote in favor of any proposal to extend the period of time the Company is afforded under its organizational documents to consummate an initial business combination, in each case, subject to the terms and conditions of the Company Support Agreement. AERKOMM Support Agreement In connection with the execution of the Merger Agreement, the Company entered into a support agreement (the “AERKOMM Support Agreement”) with AERKOMM and certain shareholders of AERKOMM (the “AERKOMM Supporting Shareholders”) pursuant to which the AERKOMM Supporting Shareholders agreed to, among other things, (i) vote to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger (“AERKOMM Transaction Proposals”); (ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by AERKOMM (other than the Merger Agreement and the transactions relating to the Merger); (iii) vote against any change in the business (to the extent in violation of the Merger Agreement), management or Board of Directors of AERKOMM (other than in connection with AERKOMM Transaction Proposals and the transactions contemplated thereby); and (iv) vote against any proposal that would impede the Merger or that would result in a breach with respect to any obligation or agreement of AERKOMM or AERKOMM Securityholders under the Merger Agreement or the AERKOMM Support Agreement. Registration Rights Agreement The Merger Agreement contemplates that, at the closing, Pubco, the Sponsor and certain former shareholders of AERKOMM (collectively, the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Pubco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain the Company’s Common Shares and Domesticated the Company Warrants that are held by the Holders from time to time. The Registration Rights Agreement amends and restates the registration rights agreement that was entered into the Company, the Sponsor and the other parties thereto in connection with the Company’s initial public offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. Capital Markets Advisory Agreement On September 29, 2024, the Company and AERKOMM signed an engagement letter to appoint Benchmark to serve as a non-exclusive PIPE placement agent for a private placement of securities of approximately $30,000,000 or such other amount as will be determined by the parties. Upon successful completion of the private offering, the Company and AERKOMM will pay Benchmark 5% of the gross proceeds of any equity or equity linked securities raised in the private offering plus 2.5% of the gross proceeds of any equity or equity linked securities raised in the private offering from purchasers of securities not introduced by Benchmark, up to a cap of $400,000. Both the 35,000,000 in PIPE subscriptions and the SAFE Agreements will not be assessed with regard to non-Bench mark introductions. On October 9, 2024, the Company and AERKOMM entered into an amendment with Benchmark that 2.5% of the gross proceeds of any equity or equity linked securities raised in the Offering from purchasers of securities not introduced by Benchmark, up to a cap of $400,000 total in Company Sourced Offering Fees. The Company-sourced Offering Fee shall not be assessed on the issuance of SAFE Agreements by AERKOMM, which represents a separate offering of a separate security. The Company-sourced Offering Fee shall also be assessed on the $35,000,000 in PIPE commitments already signed by the Company and AERKOMM, and subject to the $400,000 if Benchmark acts as a Placement Agent in respect of the transaction. On November 26, 2024, the Company and AERKOMM entered into a second amendment with Benchmark that Benchmark shall be entitled to engage sub-placement agents in connection with the Offering. The Company and AERKOMM agree that any fees payable to sub-placement agents shall be in addition to the Company Sourced Offering Fee payable to Benchmark. On December 9, 2024, the Company and AERKOMM entered into Sub Placement Agreement with Yuanta Securities (Hong Kong) Company Limited (“Yuanta”). In connection with its services under the Sub Placement Agreement, Yuanta may solicit potential investors for both the Company and AERKOMM. Benchmark agreed to pay Yuanta a sub-placement fee of an amount equal to three percent (3%) of gross sales proceeds received by the Company and AERKOMM attributed to securities placed by or solicited through Yuanta. Commercial Funding and Repayment Agreement On July 15, 2025, the Company entered into a Commercial Funding and Repayment Agreement by and among the Sponsor and AERKOMM. (the “CFR Agreement”). Pursuant to the CFR Agreement, AERKOMM committed to the following: exercising best efforts to file its Form 10-K with the SEC no later than July 21, 2025; closing the SAFE Note Agreement No. 4, in a principal amount not less than $1,500,000, no later than July 31, 2025; filing its first quarter Form 10-Q no later than July 21, 2025; and filing its second quarter Form 10-Q no later than August 15, 2025. On June 12, 2025, AERKOMM wired $520,000 of the proceeds from SAFE Note Agreement No. 3 to fund the Company’s working capital needs from May 12, 2025 through September 12, 2025 (the “Working Capital Financing”) and $150,000 of the proceeds from SAFE Note Agreement No. 3 to the Company as partial repayment of the $452,500 in payables prorated to May 12, 2025 (including $12,500 in late fees) to reimburse the working capital and general corporate expenses of the Company (the “Working Capital Accrued Invoices”). Pursuant to the Commercial Funding and Repayment Agreement, AERKOMM agreed to fund the Company $130,000 for working capital needs from May 12, 2025 through September 12, 2025 for a total of $520,000. On June 12, 2025, the Company received $520,000, which was recorded as working capital financing in the accompanying unaudited condensed consolidated balance sheets. Within two (2) business days following the closing of SAFE Note Agreement No. 3, AERKOMM wired $150,000 to the Company as a partial repayment of Working Capital Accrued Invoices, which the Company shall use to repay an equal amount of its outstanding Extension Promissory Notes. Within two (2) business days following receipt of the Working Capital Financing, the Company agreed to pay the $130,000 Bridge Financing to the Sponsor. On August 18, 2025, the Company repaid $280,000 of its outstanding Extension Promissory Notes to the Sponsor. On September 10, 2025, AERKOMM wired $100,000 of the proceeds from SAFE Note Agreement No. 4 to fund the Company’s working capital needs. On September 10, 2025, the Company received $100,000, which was recorded as working capital financing in the accompanying unaudited condensed consolidated balance sheets. Within two (2) business days of the closing of the SAFE Note Agreement No. 4, AERKOMM wired $200,000 to the Company as an additional repayment of the Working Capital Accrued Invoices. The Company used the $200,000 to repay an equal amount of its outstanding extension promissory notes. The Company received the funds on September 10, 2025 and repaid the Sponsor on the same date. On June 12, 2025 and September 10, 2025, the Company received $520,000 and $100,000, respectively, from AERKOMM for working capital needs. The Company amortized $570,000, representing four and a half months of the working capital financing. As of September 30, 2025, the Company recorded $50,000 as working capital financing in the accompanying unaudited condensed consolidated balance sheets. The amortized amount was recorded as a reduction to operating and formation expenses.

COMMITMENT AND CONTINGENCIES

9 Months Ended

Sep. 30, 2025

NOTE 6. COMMITMENT AND CONTINGENCIES

Registration Rights Agreement

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the registration statement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a business combination. We have granted Cantor and Odeon or their designees or affiliates certain registration rights relating to these securities. The underwriters of the Initial Public Offering may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement and may not exercise demand rights on more than one occasion. We bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 3,000,000 additional Units to cover over-allotments. On October 12, 2021, the underwriters fully exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $30,000,000 to the Company.

The underwriters were paid a cash underwriting discount of $0.20 per Unit (excluding over-allotment Units) in the Initial Public Offering, or $4,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.50 per Unit (excluding over-allotment Units) and $0.70 per over-allotment Unit (totaling $12,100,000 in the aggregate) is payable to the underwriters for deferred underwriting commissions. The deferred fee is payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of that certain underwriting agreement, dated as of October 6, 2021 (the “Underwriting Agreement”).

On April 12, 2023, the Company entered into a fee reduction agreement (the “Fee Reduction Agreement”), which amends the Underwriting Agreement. According to the Underwriting Agreement, the Company previously agreed to pay to the underwriters of the Initial Public Offering an aggregate of $12,100,000 as deferred underwriting commissions, a portion of which fee is payable to each underwriter in proportion to their respective commitments pursuant to the Underwriting Agreement, upon the consummation of a Business Combination. Pursuant to the Fee Reduction Agreement, the underwriters have agreed to forfeit sixty-six and 94/100 percent (66.94%) of the aggregate deferred underwriting commissions of $12,100,000 for a total reduction of $8,100,000. However, if the Company enters into a Business Combination with a target at a pre-money valuation above $100 million, the forfeiture percentage for underwriters will be reduced to no less than fifty percent (50%) of the aggregate deferred underwriting commissions of $12,100,000 for an approximate reduction of $6,050,000.

On April 4, 2024, the Company entered into an Amended & Restated Fee Reduction Agreement, which amends the Underwriting Agreement with Cantor Fitzgerald & Co. (“CF&CO”). Pursuant to the Amended and Restated Fee Reduction Agreement with CF&CO, in the event that the Company consummates the Business Combination with AERKOMM, CF&CO agrees that it will forfeit $6,475,000 of the aggregate original deferred fee that would otherwise be payable by the Company to CF&CO, resulting in a remainder of $1,995,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

On April 4, 2024, the Company entered into an Amended & Restated Fee Reduction Agreement, which amends the Underwriting Agreement with Odeon Capital Group LLC (“Odeon”). Pursuant to the Amended and Restated Fee Reduction Agreement with Odeon, in the event that the Company consummates the Business Combination with AERKOMM, Odeon agrees that it will forfeit $2,775,000 of the aggregate original deferred fee that would otherwise be payable by the Company to Odeon, resulting in a remainder of $855,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

Merger Agreement

On March 29, 2024, the Company, a Cayman Islands exempted company (which will de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the closing date) entered into a Merger Agreement, by and among the Company, AKOM Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and AERKOMM Inc., a Nevada corporation (the “AERKOMM”) (as it may be amended and/or restated from time to time, the “Merger Agreement”).

On September 25, 2024, the Company, Merger Sub and AERKOMM entered into an amendment to the Merger Agreement to (1) provide that any lock-up period applicable to the Sponsor or any officers, directors or affiliates of the Company will terminate at the closing of the Merger, (2) change the percentage of the Founder Shares being treated as Escrowed Sponsor Shares from 50% to 25%, (3) add a provision providing for AERKOMM to pay certain amounts to the Company to cover its working capital and extension expenses, and (4) add a provision that the Company may terminate the Merger Agreement at any time prior to the closing date if AERKOMM or any Subsidiary of AERKOMM enters into voluntary bankruptcy or fails to remove within 60 days any petition in bankruptcy filed against it prior to closing.

On February 12, 2025, the Company, Merger Sub and AERKOMM entered into a second amendment to the Merger Agreement (the “Amendment No. 2”) to amend and restate the definitions of both “Indebtedness” and “Working Capital”.

On April 12, 2025, the Company, Merger Sub and AERKOMM entered into a third amendment to the Merger Agreement (the “Amendment No. 3”) to amend and restate the closing date term.

On June 12, 2025 and September 10, 2025, AERKOMM wired $670,000 and $300,000 of the proceeds from SAFE Note Agreement No. 3 to the Company as partial repayment of the account receivable, respectively. The Company recognized a benefit from credit loss of $350,000 in the accompanying condensed consolidated statement of operations. As of September 30, 2025 and December 31, 2024, the Company recorded a $2,471,333 and $500,000 account receivable related to a target delay charge, respectively. Simultaneously, a full allowance for credit loss of $2,471,333 and $500,000 were recognized as of September 30, 2025 and December 31, 2024.

The PIPE Investment

Concurrently with the execution of the Merger Agreement, the Company and AERKOMM entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors providing for investments in the Company’s Common Stock in a private placement for an aggregate cash amount of $35,000,000 at $11.50 per share of the Company’s Common Stock (the “PIPE Investment”). AERKOMM will exercise reasonable best efforts to obtain a PIPE Investment Amount of at least $65,000,000 (inclusive of investment amounts under SAFE Agreements (as defined below)) pursuant to PIPE arrangements, and will obtain a minimum PIPE Investment Amount, unless waived by the Company, of at least $ 45,000,000 minus the investment amount obtained pursuant to SAFE Agreements (the “PIPE Minimum Investment Amount”) and will consummate the transactions contemplated by the Subscription Agreements.

The SAFE Investment

On March 29, 2024, the Company entered into a Merger Agreement, by and among Merger Sub. and AERKOMM (as it may be amended and/or restated from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, the Company was obligated to enter into simple agreements for future equity (the “SAFE Agreements”) with certain investors providing for investments in shares of the Company’s Common Stock in a private placement in an aggregate amount of not less than $15,000,000 (exercising reasonable best efforts to secure $5,000,000 within twenty (20) Business Days of the date of the Merger Agreement, another $5,000,000 within forty (40) Business Days of the date of the Merger Agreement, and another $5,000,000 within sixty (60) Business Days of the date of the Merger Agreement) that will automatically convert upon the closing at $11.50 per share of the Company’s Common Stock and in accordance with such SAFE Agreements and the Merger Agreement (such investments in the aggregate, the “SAFE Investment”).

As of August 12, 2024, an aggregate of $2.6 million of SAFE Investment has been made. The SAFE Investment will initially be placed in an escrow account and may be released from such escrow account to an account of AERKOMM pursuant to the joint written instructions of AERKOMM and the Company.

On December 4, 2024, the Company and AERKOMM entered into one new SAFE Agreement. As a result, as of December 4, 2024, SAFE Agreements for an aggregate of $4,997,200· have been entered into. The SAFE Agreements will automatically convert upon the closing of the merger at $11.50 per share of the Company’s Common Stock. If the SAFE Agreements automatically convert upon the closing of the merger, in addition to 434,539 of the Company’s Common Stock, the SAFE Agreements are also convertible into an additional 94% of the number of shares of Company’s Common Stock, or 408,466 shares to be held in escrow subject to the same Milestone Events outlined in the Merger Agreement under the Incentive Merger Consideration (the “Incentive Shares”) section.

The Company analyzed the SAFE agreement under ASC 480 and ASC 815, noting that the Common Stock and Incentive Shares issuable under the SAFE Agreement do NOT meets the requirements for equity classification. As a result, the Common Stock and Incentive Shares are required to be classified as a liability and measured at fair value with changes in fair value recorded in earnings, the SAFE notes were issued by AERKOMM and as such the liability has been reflected in the consolidated financial statement of AERKOMM at issuance and as of September 30, 2025.

On June 9, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 3”). On July 23, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 4”). On September 5, 2025, the Company and AERKOMM entered into a new SAFE Agreement (the “SAFE Note Agreement No. 4.2”). On October 23, 2025, the Company and AERKOMM entered into another SAFE Agreement (the “SAFE Note Agreement No. 5”). As a result, as of date that this Current Report on Form 10-Q has been filed, SAFE Agreements for an aggregate of $8,997,200 have been entered into. The SAFE Agreements will automatically convert upon the closing of the merger at $11.50 per share of the Company’s Common Stock. If the SAFE Agreements automatically convert upon the closing of the merger, in addition to 782,365 of the Company’s Common Stock, the SAFE Agreements are also convertible into an additional 94% of the number of shares of the Company’s Common Stock, or 735,423 shares to be held in escrow subject to the same Milestone Events outlined in the Merger Agreement under the Incentive Merger Consideration (the “Incentive Shares”) section.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, the Company entered into a support agreement (the “Sponsor Support Agreement”) with the Sponsor and AERKOMM, pursuant to which the Sponsor agreed to, among other things, (i) vote all of its shares in favor of each the Company Proposal sought by the Company with respect to the Merger Agreement or the transactions contemplated thereby, (ii) vote against any Alternative Proposal or proposal relating to a business combination transaction, (iii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and transactions relating to the Merger), (iv) vote against any change in the business, management or Board of Directors of the Company (other than in connection with the Merger), (v) vote against any proposal that would impede the Merger or that would result in a breach with respect to any obligation or agreement of the Company, Merger Sub or the Sponsor under the Merger Agreement or the Company Support Agreement, and (vi) vote in favor of any proposal to extend the period of time the Company is afforded under its organizational documents to consummate an initial business combination, in each case, subject to the terms and conditions of the Company Support Agreement.

AERKOMM Support Agreement

In connection with the execution of the Merger Agreement, the Company entered into a support agreement (the “AERKOMM Support Agreement”) with AERKOMM and certain shareholders of AERKOMM (the “AERKOMM Supporting Shareholders”) pursuant to which the AERKOMM Supporting Shareholders agreed to, among other things, (i) vote to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger (“AERKOMM Transaction Proposals”); (ii) vote against any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by AERKOMM (other than the Merger Agreement and the transactions relating to the Merger); (iii) vote against any change in the business (to the extent in violation of the Merger Agreement), management or Board of Directors of AERKOMM (other than in connection with AERKOMM Transaction Proposals and the transactions contemplated thereby); and (iv) vote against any proposal that would impede the Merger or that would result in a breach with respect to any obligation or agreement of AERKOMM or AERKOMM Securityholders under the Merger Agreement or the AERKOMM Support Agreement.

Registration Rights Agreement

The Merger Agreement contemplates that, at the closing, Pubco, the Sponsor and certain former shareholders of AERKOMM (collectively, the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which Pubco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain the Company’s Common Shares and Domesticated the Company Warrants that are held by the Holders from time to time.

The Registration Rights Agreement amends and restates the registration rights agreement that was entered into the Company, the Sponsor and the other parties thereto in connection with the Company’s initial public offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities.

Capital Markets Advisory Agreement

On September 29, 2024, the Company and AERKOMM signed an engagement letter to appoint Benchmark to serve as a non-exclusive PIPE placement agent for a private placement of securities of approximately $30,000,000 or such other amount as will be determined by the parties. Upon successful completion of the private offering, the Company and AERKOMM will pay Benchmark 5% of the gross proceeds of any equity or equity linked securities raised in the private offering plus 2.5% of the gross proceeds of any equity or equity linked securities raised in the private offering from purchasers of securities not introduced by Benchmark, up to a cap of $400,000. Both the 35,000,000 in PIPE subscriptions and the SAFE Agreements will not be assessed with regard to non-Bench mark introductions.

On October 9, 2024, the Company and AERKOMM entered into an amendment with Benchmark that 2.5% of the gross proceeds of any equity or equity linked securities raised in the Offering from purchasers of securities not introduced by Benchmark, up to a cap of $400,000 total in Company Sourced Offering Fees. The Company-sourced Offering Fee shall not be assessed on the issuance of SAFE Agreements by AERKOMM, which represents a separate offering of a separate security. The Company-sourced Offering Fee shall also be assessed on the $35,000,000 in PIPE commitments already signed by the Company and AERKOMM, and subject to the $400,000 if Benchmark acts as a Placement Agent in respect of the transaction.

On November 26, 2024, the Company and AERKOMM entered into a second amendment with Benchmark that Benchmark shall be entitled to engage sub-placement agents in connection with the Offering. The Company and AERKOMM agree that any fees payable to sub-placement agents shall be in addition to the Company Sourced Offering Fee payable to Benchmark.

On December 9, 2024, the Company and AERKOMM entered into Sub Placement Agreement with Yuanta Securities (Hong Kong) Company Limited (“Yuanta”). In connection with its services under the Sub Placement Agreement, Yuanta may solicit potential investors for both the Company and AERKOMM. Benchmark agreed to pay Yuanta a sub-placement fee of an amount equal to three percent (3%) of gross sales proceeds received by the Company and AERKOMM attributed to securities placed by or solicited through Yuanta.

Commercial Funding and Repayment Agreement

On July 15, 2025, the Company entered into a Commercial Funding and Repayment Agreement by and among the Sponsor and AERKOMM. (the “CFR Agreement”).

Pursuant to the CFR Agreement, AERKOMM committed to the following: exercising best efforts to file its Form 10-K with the SEC no later than July 21, 2025; closing the SAFE Note Agreement No. 4, in a principal amount not less than $1,500,000, no later than July 31, 2025; filing its first quarter Form 10-Q no later than July 21, 2025; and filing its second quarter Form 10-Q no later than August 15, 2025.

On June 12, 2025, AERKOMM wired $520,000 of the proceeds from SAFE Note Agreement No. 3 to fund the Company’s working capital needs from May 12, 2025 through September 12, 2025 (the “Working Capital Financing”) and $150,000 of the proceeds from SAFE Note Agreement No. 3 to the Company as partial repayment of the $452,500 in payables prorated to May 12, 2025 (including $12,500 in late fees) to reimburse the working capital and general corporate expenses of the Company (the “Working Capital Accrued Invoices”).

Pursuant to the Commercial Funding and Repayment Agreement, AERKOMM agreed to fund the Company $130,000 for working capital needs from May 12, 2025 through September 12, 2025 for a total of $520,000. On June 12, 2025, the Company received $520,000, which was recorded as working capital financing in the accompanying unaudited condensed consolidated balance sheets.

Within two (2) business days following the closing of SAFE Note Agreement No. 3, AERKOMM wired $150,000 to the Company as a partial repayment of Working Capital Accrued Invoices, which the Company shall use to repay an equal amount of its outstanding Extension Promissory Notes. Within two (2) business days following receipt of the Working Capital Financing, the Company agreed to pay the $130,000 Bridge Financing to the Sponsor. On August 18, 2025, the Company repaid $280,000 of its outstanding Extension Promissory Notes to the Sponsor.

On September 10, 2025, AERKOMM wired $100,000 of the proceeds from SAFE Note Agreement No. 4 to fund the Company’s working capital needs. On September 10, 2025, the Company received $100,000, which was recorded as working capital financing in the accompanying unaudited condensed consolidated balance sheets.

Within two (2) business days of the closing of the SAFE Note Agreement No. 4, AERKOMM wired $200,000 to the Company as an additional repayment of the Working Capital Accrued Invoices. The Company used the $200,000 to repay an equal amount of its outstanding extension promissory notes. The Company received the funds on September 10, 2025 and repaid the Sponsor on the same date.

On June 12, 2025 and September 10, 2025, the Company received $520,000 and $100,000, respectively, from AERKOMM for working capital needs. The Company amortized $570,000, representing four and a half months of the working capital financing. As of September 30, 2025, the Company recorded $50,000 as working capital financing in the accompanying unaudited condensed consolidated balance sheets. The amortized amount was recorded as a reduction to operating and formation expenses.