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

Unlike some other blank check check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders, directors and officers have agreed (and their respective permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares, shares included in the private placement units and any public shares held by them in favor of our initial business combination. As a result, in addition to the founder shares and shares included in the private placement units, we would need only a maximum of 2,107,126 votes, if approval of the transaction required majority voting approval, no votes, assuming the transaction only required the affirmative vote of a majority of the shares voted at a meeting at which there was a quorum, of the 6,900,000 public shares sold in the IPO to be voted in favor of an initial business combination in order to have such initial business combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. Our majority stockholder currently beneficially owns approximately 26.8%28.7% of the issued and outstanding shares of our common stock. Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public stockholders.

Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the conflict in the Middle East and Southwest Asia.East.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia.East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or are expected to undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion invasion of Ukraine, the escalation of the conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.

We may not be able to complete our initial business combination within the prescribed time frame,frame and/or extend the required date to complete our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants and rights will expire worthless.

Our sponsor, directors and officers have agreed that we must complete our initial business combination within 18 months from the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this Report). We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases.

Although we expect to focus our search for a target business by concentrating our efforts on the production,transitional servicingenergy and transportation of Oil, Gas and LNG,sector, we may seek to complete a business combination with an operating company of any size (subject to our satisfaction of the 80% of net assets test) and in any industry, sector or geographic area. However, we will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or development stage entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence.

Although we intend to target a business combination in the production,transitional servicingenergy and transportation of Oil, Gas and LNG,sector, we may consider a business combination outside of our target focus, which may be outside of our management’s areas of expertise. If a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company, we may pursue it. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value.

While ourOur sponsor is not, nor is it controlled by or have substantial ties to a non-U.S. person. Although we intend to enter into a business combination in which our investors, both our sponsor and its affiliates as well as our public investors, would own a minority of the post-combination company, we cannot guarantee that this will be the case. In addition, we cannot predict whether there will be significant ownership by non-U.S. persons among our stockholders, among other factors that could affect the likelihood of a CFIUS or similar review.

Moreover, the process of government government review, whether by the CFIUS or otherwise, could be lengthy, and we have 18 months (or up to 24 months if we extend the time to complete our initial business combination in accordance with the procedures set forth in our amended and restated certificate of incorporation. If the review process extends beyond such timeframe or our business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate our company. In such circumstances, our warrants and rights will expired expire worthless.

If we are successful in completing completing a business combination with a target business in the production,transitional servicingenergy and transportation of Oil, Gas and LNG,sector, we may be subject to, and possibly adversely affected by, the following risks:

We are dependent upon our directors and officersofficers, and their departure could adversely affect our ability to operate.

On January 13, 2022, our our sponsor initially subscribed for an aggregate of 3,593,750 foundersfounder shares. In connection with a reduction in the planned size of the the offering, the subscription agreement was amended and restated on October 10, 2022, on December 28, 2022, and on December 1, 2023, the subscription agreement was further amended and restated in connection with a change in the proposed terms of the offering to provide for a subscription of 2,300,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.011 per share. The founder shares will be worthless if we do not complete an initial business combination.

In addition, our sponsor purchased an 265,000 private placement units simultaneously with our IPO, each unit consisting of one share of common stock, one warrant and one right, with each warrant exercisable for one share of common stock, for a purchase price of $2,650,000 in the aggregate and each right right entitling the holder to one-eighth of one share of common stock upon completion of the initial business combination, or $10.00 per per unit, that will also be worthless if we do not complete a business combination.

CO2 Energy Transition, LLC, our sponsor, beneficially owns approximately 26.8% of the outstanding shares28.7% of our common stock. As a result, it has significant influence on the stockholder vote. Consequently, it has the ability to influence matters affecting our stockholders and therefore exercises significant control in determining the outcome of a number of corporate transactions or other matters. Additionally, it will be difficult if not impossible for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even even if you own shares of our common stock and wish to vote them at annual or special stockholder meetings, your shares will have little effect effect on the outcome of corporate decisions. Because CO2 Energy Transition, LLC will significantly influence the vote on all stockholder matters, matters, investors may find it difficult to replace our management if they disagree with the way our business is being operated. The interests interests of CO2 Energy Transition, LLC may not coincide with our interests or the interests of other stockholders.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our shares of common stock held by non-affiliates equals or exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securitiessecurities, and the trading prices of our securities may be more volatile.

We ourOur units, shares, warrants and rights are currently traded on Nasdaq. Although we currently meet the continued listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a $50 million market value of listed securities, 1.1 million publicly available shares, a $15 million market value of publicly held shares and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.Nasdaq, orfor instance, our stock price would generally be required to be at least $4.00 per share, the market value of listed securities would be required to be at least $75 million, we would need to have 1.1 million publicly available shares and $20 million of market value of unrestricted publicly held shares, and we would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holders holding securities with a market value value of at least $2,500) of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If we seek stockholder approval of our initial initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of the shares of our common stock, you will lose your ability to redeem all such shares shares in excess of 15% of the shares of our common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of of 15% of the shares sold in our IPO, without our prior consent. However, we would not be restricting our stockholders’ ability to to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. As a result, you will continue to hold that number of shares exceeding 15%15%, and,and in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per- shareper-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

If, after we distribute the the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/ creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims claims of our stockholders and the per- shareper-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

In a private placement in connection with our IPO, our sponsor purchased 265,000 private placement units, each containing one share of our common stock, one warrant exercisable to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment, and one-eightone-eighth of a right. Our initial stockholder, our sponsor, currently holds 2,565,000 shares of our common stock. In addition, if our sponsor, an affiliate of our sponsor or certain of our directors and officers make any working capital loans, up to $1,500,000 of such loans may be converted into units, at the price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units. To the extent we issue shares of our common stock to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of our common stock upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares of our common stock issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

Liquidity andLiquidity, Capital Resources and Going Concern

As of December 31, 2024,2025, the Company had $953,069$287,601 in cash and a working capital deficit of $728,460.$422,177.

On November 22, 2024, we consummated the Initial Public Offering of 6,900,000 units, which includesincluded the full exercise by the underwriters of their over-allotment option in the amount of 900,000 units, at $10.00 per unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 265,000 private placement units at a price of $10.00 per private placement unit in a private placement to the sponsor, generating gross proceeds of $2,650,000.

For the year ended December 31, 31, 2024,2025, cash usedprovided inby investing activities was $69,000,000,$79,891, representing the investment of cash ininterest ourwithdrawn trust account. We had no cash used in investing activities forfrom the yearTrust endedAccount Decemberto 31,pay 2023.taxes.

As of December 31, 2025, 2024, we had investments of $69,310,897$72,113,895 held in the trust account. Through December 31, 2024 and 2023,2025, we have not withdrawn any $79,891 of interest earned from the trust account.account to pay taxes.

As of December 31, 2025, 2024, we had cash of approximately $953,069.$287,601. 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 neither engaged in any operations nor generated any revenues to date. Our only activities from September 30, 2021 (inception) through December 31, 2024,2025, were organizational activities, those necessary to prepare for the Initial Public Offering, described below.below and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

The holders of founder shares, private placement warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans (defineNote below under “Item 13. Certain Relationships and Related Transactions and Director Independence”) and upon conversion of the founder sharesUnits), are entitled to certain registration rights pursuant to a registration rights agreement (discussed in greater detail belowabove in NOTE 6. COMMITMENTS AND CONTINGENCIES, under “Registration “ItemRights” 13.to Certainthe Relationshipsnotes andto Relatedfinancial Transactionsstatements. and Director Independence”). These holders will be entitled to certain demand and “piggy-back” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

We account for our common stock subject to possible redemption in accordance with the guidance in AccountingASC Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2024,2025, 6,900,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.

Net LossIncome Per Common Share

We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. We have not considered the effect of the warrants sold in the initial public offering and the concurrent private placement to purchase an aggregate of 6,900,000 7,165,000 warrants to in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share isare the same as basic earnings per common share for the period.

The significant factors known to us that could materially adversely affect our business, financial condition, or operating results are described in the Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on March 16, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, which are incorporated by reference herein.herein, other than as set forth below.

As of MarchJune 31,30, 2026, the Company had $26,108$7,175 in cash and a working capital surplusdeficit of $129,819.$409,404.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $1,136,481.$1,223,537. Net income of $309,162$636,734 was impacted by interest earned on marketable securities held in the trust account of $632,154,$1,269,249, and changes in operating assets and liabilities used $813,489$591,022 of cash.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $337,343.$563,672. Net income of $406,402$825,293 was impacted by interest earned earned on marketable securities held in the trust account of $725,763,$1,455,374, and changes in operating assets and liabilities provided $17,982$66,409 of of cash.

For the threesix months ended MarchJune 31,30, 2026, cash provided by investing activities was $874,988,$645,288, representing cash interest withdrawn from the the Trust Account to pay taxes.

For the threesix months ended MarchJune 31,30, 2025, cash provided by investing activities was $15,683,$79,891, representing cash interest withdrawn from the Trust Account to pay taxes.

For the threesix months ended MarchJune 31,30, 2026 and 2025, no2026, cash wasprovided used inby financing activities.activities was $297,823.

As of MarchJune 31,30, 2026, we had investments of $71,871,061$72,737,856 held in the trust account. Through MarchJune 31,30, 2026, we have withdrawn $954,879$874,988 of interest interest earned from the trust account to pay taxes.

As of MarchJune 31,30, 2026, we had cash of $26,108.$7,175. 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.

In addition, if we are unable to complete a Business Combination by MayJune 22, 2026, unless extended for further 6 months,2027, then the Company will cease all operations except for the purpose of liquidating. We cannot be assured that our plans to consummate an initial Business Combination will be successful.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, entities, or purchased any non-financial assets.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 30, 2021 (inception) through MarchJune 31,30, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, described below and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had net income of $309,162,$327,572, which consists of interest income on investments held in the trust account of $632,154,$637,095, offset by operating costs of $196,729,$182,348, and provision for income taxes of $126,263.$127,175.

For the threesix months ended MarchJune 31,30, 2025,2026, we had net income of $406,402,$636,734, which consists of interest income on investments held in the trust account of $725,763,$1,269,249, offset by operating costs of $170,720,$379,077, and provision for income taxes of $146,016, and interest expense of $2,625.$253,438.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.

We account for our common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity (deficit). Our common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of MarchJune 31,30, 2026 and December 31, 2025, 6,900,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of our condensed balance sheets.