MSSAF 10-K & 10-Q changes, risk factors and insider trading

Our securities are listed on the Nasdaq. On May 31, 2024, we received a delinquency notification letter (the “First Notice”) from the Listing Qualifications Staff (the “Staff”) of Nasdaq due to the non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to timely file the Annual Report on Form 10-K for the period ended December 31, 2023 and its Quarterly Report on Form 10-Q for the period ended March 31, 2024.

However,Nasdaq we cannot assure you that we will be able to continue to maintain listing on Nasdaq. Nasdaq Rule IM 5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, which, in the case of the Company, would be AprilMarch 5,31, 2025.2025, Nasdaq Rule IM 5810-1 provides that Nasdaq will inform a company that its securities are immediately subject to suspension and delisting in the event that the company fails to comply with rule IM 5101-2. Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2. Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule, which is unlikely if Nasdaq provides the delisting determination letter after the 36-month window, i.e. after April 5, 2025. The extension proposal seeking to extend the date by which the Company has to consummate a business combination up to nine (9) times, from April 5, 2025 to January 5, 2026, being presented at the extraordinary general meeting to be held on April 2, 2025 seeks to extend the deadline for the Company to complete a business combination to the 45-month anniversary of its IPO, which exceeds the time frame allowed under Nasdaq Rule IM 5101-2. If such extension proposal is approved and the Board chooses to extend the deadline beyond April 5, 2025, the Company may face suspension and delisting from Nasdaq for non-compliance with these listing rules unless a business combination is completed by April 5, 2025.window.

IfThe Company Nasdaqcurrently delistshas anyits ofunits, ourordinary securitiesshares, fromrights tradingand warrants traded on itsthe exchangeOTCID andBasic we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market,Market, which could limit investors’ ability ability to make transactions in ourthe Company’s securities and subject usthe Company to additional trading restrictions. WeThe mayCompany will no longer be attractive as a merger partner if weit areis no longer listed on an exchange. WeThe couldCompany would face significant material adverse consequences, consequences, including:

In our IPO prospectus, we disclosed that if we do not complete our business combination by the original termination date, we would automatically redeem our public shares and wind up our operations. The Board recognized that failing to complete a business combination by August 5, 2024, triggered the Automatic Redemption requirement, which was required to be completed by August 19, 2024, pursuant to Article 36.2 of our previously in effect amended and restated memorandum and articles of association prior to the extraordinary general meeting held on November 12, 2024. The Board believed that it was in the best interests of our shareholders to (i) extend the time to complete a business combination for an additional eight one-month periods, from August 5, 2024, to April 5, 2025; and (ii) hold an extraordinary general meeting to provide shareholders with the option to redeem our public shares. Accordingly, at the extraordinary general meeting held on November 12, 2024, the proposal to extend the time for the Company to complete a business combination for an additional eight one-month periods, from August 5, 2024 to April 5, 2025 was approved and we are no longer in contradiction with our currently in effect amended and restated memorandum and articles of association and the disclosures in our IPO prospectus following the extraordinary general meeting held on November 12, 2024. On March 17, 2025, the Company filed a definitive proxy statement with the SEC in connection with calling on an Extraordinary General Meeting to be held on April 2, 2025, which had proposed to amend the Company’s amended and restated memorandum and articles of association to complete a business combination for an additional nine one-month periods from April 5, 2025 to January 5, 2026.

In addition, our failure to file the 2023 10-K and the 2024 Q1 10-Q served as an additional and separate basis for delisting, and as such, the Company would be required to address this concern before the Panel. The Company timely requested a hearing before the Panel. The hearing request resulted in a stay of any suspension or delisting action pending the hearing. On September 5, 2024, we received the second determination letter (the “Second Determination Letter”) from Nasdaq indicating that as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (the “2024 Q2 10-Q”), and failure to have at least 400 public holders for continued listing on the Nasdaq Global Market, both of these matters serve as separate and additional basis for delisting the Company’s securities. We filed the 2023 10-K on August 30, 2024, and the 2024 Q1 10-Q and 2024 Q2 10-Q on September 18, 2024. We had the hearing on September 19, 2024, to appeal Nasdaq’s decision to delist our securities. The Panel issued its decision letter on October 3, 2024, granting our request to continue the listing on Nasdaq until November 30, 2024, in order to allow us time to amend our previously in effect amended and restated memorandum and articles of association to extend the deadline for completing a business combination. Subsequently, as approved by our shareholders at the extraordinary general meeting held on November 12, 2024, the Company has filed our currently in effect amended and restated memorandum and articles of association with the Cayman Islands General Registry on November 13, 2024 which reflected the extension by which the Company has to consummate a business combination up to eight (8) times, each such extension for an additional one-month period, from August 5, 2024 to April 5, 2025. Further, we have filed a definitive proxy statement with the SEC on March 17, 2025 seeking to extend the date by which we have to consummate a business combination up to nine (9) times, from April 5, 2025 to January 5, 2026, at the extraordinary general meeting to be held on April 2, 2025.

The proposed extensionextensions at extraordinary general meetingmeetings held on November 12, 2024 hasand thereafter have created uncertainty for shareholders regarding the timing of their redemption payments. Prior to the extraordinary general meeting held on November 12, 2024, the Board did not take steps towards the Automatic Redemption and did not plan to do so unless our shareholders did not vote to extend our life pursuant to such extension proposal. Those shareholders elected for redemptions at the extraordinary general meeting held on November 12, 2024 and thereafter had their shares redeemed promptly after the meeting,meeting (except for the meeting held on December 30, 2025, for which the Company is currently processing the related redemption payments), which may also negatively impact our ability to complete a business combination, increasing operational costs or reducing the attractiveness of potential targets. Additionally, market conditions could worsen during the extended period, takingaffecting into account the extension of the date by which we have to consummate a business combination from April 5, 2025 to January 5, 2026, if such extension being approved by the shareholders at the extraordinary general meeting to be held on April 2, 2025, thus affecting the value and feasibility of any potential business combination. The funds in the trust account are also subject to market risks, which could reduce the amount available for redemption at the closing of a business combination. These factors could negatively impact your investment’s value and the success of our business combination, potentially leading to an inability to complete it within the extended timeframe.

Currently, we have until AprilJanuary 5, 20252027 to consummate an initial business business combination. WeOn haveDecember filed30, a2025, definitivewe proxyheld statementan withExtraordinary General Meeting of shareholders which approved to amend the SECCompany’s amended onand Marchrestated 17,memorandum 2025and seekingarticles of association to extend the date by which we havethe Company has to consummate a business combination up to ninetwelve (912) times, each such extension for an additional one (1) month, from AprilJanuary 5, 20252026 to January 5, 2026,2027, atand waive the extraordinarymonthly generalextension meeting to be held on April 2, 2025.fee. If we have not consummated an initial business combination by April 5, 2025, or by January 5, 2026, in the event such extension proposal is approved at the extraordinary general meeting to be held on April 2, 2025,2027, or any other applicable time period as approved by our shareholders, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to the applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share” and other risk factors as stipulated herein.

On November 12, 2024, we held an extraordinary general meeting of shareholders and approved the proposal to extend the date by which we must consummate a business combination from August 5, 2024 to April 5, 2025, which is the 36-month anniversary since our IPO. Currently, we have until AprilJanuary 5, 20252027 to consummate an initial business combination. On WeApril have2, filed2025, awe definitiveheld proxyan statementExtraordinary withGeneral Meeting of shareholders which approved the SEC on March 17, 2025 seekingproposals to extend the date by which wethe Company havehas to consummate a business combination up to nine (9) times,times from April 5, 2025 to January 5, 2026,2026. atOn December 30, 2025, we held an Extraordinary General Meeting of shareholders which approved to amend the extraordinaryCompany’s generalamended meetingand restated memorandum and articles of association to beextend heldthe ondate Aprilby 2,which 2025.the Company has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month, from January 5, 2026 to January 5, 2027, and waive the monthly extension fee. If we have not completed our initial business combination within 36 months from the closing of the initial public offering or during any extension period as approved by our shareholders, we will distribute the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the initial 36 months before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

We are a blank check company incorporated in the Cayman Islands on May 5, 2021 which formed for the purpose of effecting a merger, share exchange, exchange, asset acquisition, share purchase, reorganization or similar businessBusiness combinationCombination with one or more businesses. We intend to effectuate effectuate our businessBusiness combinationCombination using cash derived from the proceeds of the IPO and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.

We have neither engaged in any operations nor generated any operating revenues to date. SinceOur ouronly activities from inception through December 31, 2025 were organizational activities, those necessary to prepare for the IPO, ourdescribed solebelow, business activity has beenand identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potentiala target entities.company Asfor a ofBusiness the date of this Annual Report, we have not entered into any binding agreement with any target entity.Combination. We do not expect to generate any operating revenuesrevenue until after the completion of our initial businessBusiness combination. Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a businessBusiness combination.Combination.

For the yearyears ended December 31, 20242025 and 2023,2024, we had a net loss of $553,581 and net income of $923,146$923,146, respectively, which consists of operating costs of $670,668 and $2,152,160, which consisted of$802,875, interest income on marketable securities held in the Trust Account of $1,689,898$113,937 and $2,794,771$1,689,898, and unrealized gain on marketableTrust securities held in Trust AccountAccounts of $36,123 $3,150 and $155,897, offset by expenses of $802,875 and $798,508,$36,123, respectively. The formation and operational costs mainly consisted of administrative expenses to the Sponsor and professional expenses. The other income and unrealized gain on marketable securities comprise of mainly tax-exempt interest income.

The accompanying consolidated financial statements were prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $7,175,722$8,221,390 and a working capital deficit of $4,297,517$5,318,185 as of December 31, 2024,2025, which raises substantial doubt about its ability to continue as a going concern.

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. We will need to raise additional capital through loans or additional investments from our Sponsor, shareholders,stockholders, officers, directorsdirectors, or third parties. Our officers, directors directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in in their sole discretion, to meet the Company’s working capital needs. Until the consummation of the businessBusiness combination,Combination, we will be using the funds not held in the Trust Account.

On April 5, 2022, we consummated the IPO of 11,500,000 Units, generating gross proceeds of $115,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 330,000 Private Units to the Sponsor at a price of $10.00 per Private UnitUnit, generating gross proceeds of $3,300,000.

Following the IPO and the sale of the Private Units, a total amount of $115,000,000 was placed in the Trust Account. We incurred $5,704,741 in transaction transaction costs, including $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees and $529,741 of other offering costs.

For the yearyears ended December 31, 20242025 and 2023,2024, net cash used in operating activities was $nilnil and $233,324,nil, respectively.

For the yearyears ended December 31, 20242025 and 2023,2024, net cash provided by investing activities was $30,407,590$5,789,261 and $84,265,061, $30,407,590, respectively.

For the yearyears ended December 31, 20242025 and 2023,2024, net cash used in financing activities was $30,407,590$ (5,789,261) and $84,210,389,$(30,407,590), respectively.

As of December 31, 2024,2025, we had nil cash of nil held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a businessBusiness combination.Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a businessBusiness combination,Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to,may loan us funds as may be required. Such Working Capitalworking Loanscapital loans would be evidenced by promissory notes. If we complete a businessBusiness combination,Combination, we may repay such notes out of the proceeds of the Trust Account released to us. In the event that a businessBusiness combinationCombination does not close, we may use a portion of the working capital held outside the Trust Account to repay such notes, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of notes may be convertible into units, at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Units.

In order to complete a businessBusiness combination,Combination, the Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directorsdirectors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a businessBusiness combinationCombination is not consummated.

On January 3, 2023, the Company issued a promissory note in the principal amount of up to $1,000,000 (the “Note”) to M-Star Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost. cost. The Note bearbears no interest and areis repayable in full upon the earlier of (a) December 31, 2023; or (b) the date of the consummation of of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company amended and restated the Promissory Note (the “Amended Note”) in order to a) increase the available principal amount from $1,000,000 to $2,500,000 on April 18, 2023; and b) change the repayment term as repayable in full upon the date of the consummation of the Company’s initial business combination. On December 22, 2023, Metal Sky amended and restated the Amended Promissory Note (the “Second Amended Promissory Note”) in order to increase the available principal amount from $2,500,000 up to $3,000,000. AsOn ofAugust December4, 31, 2024,2025, the balanceCompany ofamended and restated Promissory note (the Second “Third Amended Promissory Note”) wasin $2,822,403.order to increase the available principal amount from $3,000,000 up to $4,500,000.

On November 12, 2024, the Company held an Extraordinary General Meeting at which the Company’s shareholders approved proposals to (i) amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has has to consummate a business combination to April 5, 2025 by depositing into the Company’s trust account $50,000 for each one-month extension; and (ii) amend the Investment Management Trust Agreement dated March 30, 2022, as amended on October 31, 2023, by and among the Company, Wilmington Trust, National Association and VStock Transfer LLC to reflect the Extension Proposal. As a result of the exercise of the redemption of 2,649,965 shares held by public shareholders, 552,451 public shares remain unredeemed as of December 31, 2024.

On March 17, 2025, the Company filed a definitive proxy statement with the SEC in connection with calling on an Extraordinary General Meeting to be held on April 2, 2025, we held an Extraordinary General Meeting of shareholders which hadapproved proposedthe proposals to (i) amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from April 5, 2025 to January 5, 2026 and to reduce the amount of the fee to extend such time period; (ii) amend the Investment Management Trust Agreement dated March 30, 30, 2022, as amended on October 31, 2023 and November 12, 2024, by and among the Company, Wilmington Trust, National Association and VStock Transfer LLC to reflect the Extension Proposal with the reduced extension payment of $25,000 for each one-month extension; and (iii) amend the the Company’s amended and restated memorandum and articles of association to eliminate the limitation that we shall not redeem its public shares to the extent that such redemption would result in the ordinary shares, or the securities of any entity that succeeds the the Company as a public company, becoming “penny stock” (as defined in accordance with Rule 3a51-1 of the Securities Exchange Exchange Act of 1934, as amended), or cause the Company to not meet any greater net tangible asset or cash requirement which may be contained in the agreement relating to a business combination. AsIn ofconnection with the datestockholders’ ofextension thisvote Annual Report,on the Extraordinary General Meeting hasof notits beenshareholders held andon theApril proposals2, included2025, inthere thewere, proxy491,928 statementpublic haveshares notwere beentendered approvedfor by the shareholders.redemption.

On April 12, 2023, Metal Sky entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Future Dao Group Holding Limited, a Cayman Islands exempted company (the “Future Dao”), and Future Dao League Limited, a Cayman Islands exempted company and wholly owned subsidiary of Future Dao (the “Merger Sub”). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub will merge with and into Metal Sky (the “First Merger”), with Metal Sky surviving the First Merger as a wholly owned subsidiary of Future Dao; and (ii) Metal Sky will merge with and into Future Dao (the “Second Merger” and together with the First Merger, the “Mergers”), with Future Dao surviving the Second Merger (the “Second Business Combination”). Immediately prior to the First Effective Time, Future Dao will effect a recapitalization of its equity securities (the “Recapitalization”) including a share split of each outstanding Future Dao Ordinary Share into such number of Future Dao Ordinary Shares, calculated in accordance with the terms of the Merger Agreement, such that, based on a value of $350 million for all of the outstanding Future Dao Ordinary Shares, each Future Dao Ordinary Share will have a value of $10.00 per share after giving effect to such share split (the “Share Split”). The Business Combination has been unanimously approved by the boards of directors of both Metal Sky and Future Dao pursuant to a written resolution. The Business Combination iswas expected to close prior to the end of 2023.

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through SeptemberMarch 30,31, 20252026 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenue until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held after the IPO. We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended SeptemberMarch 30,31, 20252026 and 2024,2025, we had a net loss of $(92,707)$113,689 and net incomeloss of $144,123,$153,178, respectively, which consists of operating costs of $101,909$122,625 and $329,618,$223,820, interest income of $6,164$5,821 and $331,529,$46,244, and unrealized gain on Trust Accounts of $3,038$3,115 and and $142,212,$24,398, respectively.

The accompanying consolidated financial statements were prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $8,027,355$8,344,015 and a working capital deficit of $5,124,150$5,465,810 as of SeptemberMarch 30,31, 2025,2026, which raises substantial doubt doubt about its ability to continue as a going concern.

For the ninethree months ended SeptemberMarch 30,31, 20252026 and 2024,2025, net cash used in operating activities was $(25,000)nil and nil, respectively.

For the ninethree months ended SeptemberMarch 30,31, 20252026 and 2024,2025, net cash provided by (used in) investing activities was $5,864,261$25,000 and $(500,000), $150,000, respectively.

For the ninethree months ended SeptemberMarch 30,31, 20252026 and 2024,2025, net cash (used in) provided by financing activities was $(5,839,261)$25,000 and $500,000, $150,000, respectively.

As of SeptemberMarch 30,31, 2025,2026, we had investments held in the Trust Account of $920,985.$1,039,281. We intend to use substantially all of the funds held in in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of SeptemberMarch 30,31, 2025,2026, we had nil cash held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of SeptemberMarch 30,31, 2025.2026. We do not not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

On January 3, 2023, the Company issued a promissory note in the principal amount of up to $1,000,000 (the “Promissory Note”) to M-Star Management Corp. Pursuant to which the Sponsor shall loan to the Company up to $1,000,000 to pay the extension fee and transaction cost. The Notes bear no interest and are repayable in full upon the earlier of (a) December 31, 2023 or (b) the date of the consummation of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company amended and restated Promissory Note (the Amended Promissory Note”) in order to a) increase the available principal amount from $1,000,000 to $2,500,000 on April 18, 2023, and b) change the repayment term as repayable in full upon the date of the consummation of the Company’s initial business combination. On December 22, 2023, the Company amended and restated Promissory Note (the “Second Amended Promissory Note”) in order to increase the available principal amount from $2,500,000 up to $3,000,000. On August 4, 2025, the Company amended and restated Promissory note (the “Third Amended Promissory Note”) in order to increase the available principal amount from $3,000,000 up to $4,500,000. As of SeptemberMarch 30,31, 2025,2026, the balance of the Promissory Note was $3,122,403.$3,197,403.