Promissory Notes

9 Months Ended

Sep. 30, 2025

Promissory Notes

Promissory Notes

Note 5 — Promissory Notes

Pursuant to the non-binding LOI and the Business Combination Agreement, PubCo has agreed to deposit the agreed reasonable amount into the Company’s Trust Account in order to effectuate the extension of the Company’s deadline to consummate a Business Combination. Squirrel HK had deposited a total of seven (7) Extension Fees and Shenzhen Squirrel has deposited one (1) Extension Fee, respectively, each in the amount of $120,000 from January through September 2025 into the Trust Account of the Company to extend the deadline for the Company to complete the Business Combination contemplated therein. Each Monthly Extension Payment from Shenzhen Squirrel and Squirrel HK was evidenced by the Target Extension Note issued by the Company to Shenzhen Squirrel and/or Squirrel HK, as applicable.

Among the Target Extension Notes, (1) the Target Extension Notes from October 2023 to August 2024 bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company’s initial Business Combination or (ii) the date of expiration of the term of the Company (the “Maturity Date”). As the payee of such Target Extension Notes, Shenzhen Squirrel, has the right, but not the obligation, to convert the Target Extension Notes, in whole or in part, respectively, into private units (the “Extension Units”) of the Company, each consisting of one ordinary share, one warrant, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of its initial Business Combination. The number of Extension Units to be received by the payees in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00. At Maturity Date, any overdue amounts shall accrue default interest at a rate per annum equal to the interest rate which is the prevailing short term United States Treasury Bill rate, from the date on which such payment is due until the day on which all sums due are received by Shenzhen Squirrel, and (2) the Target Extension Notes from September 2024 to June 2025 also bear no interest and are payable in full on the Maturity Date. However, unlike the Target Extension Notes from October 2023 to August 2024, the Target Extension Notes from September 2024 to June 2025 do not include any conversion feature.

As of September 30, 2025 and December 31, 2024, the Company had borrowings of $1,970,000 and $1,010,000 under the Target Extension Notes from Shenzhen Squirrel and/or Squirrel HK, respectively.