ADDED
As of December 29, 2025, 5,739,970 shares of Company common stock, par value $ 0.0001 were issued and outstanding.
Christy Albeck, Chief Financial Officer: Founder and Managing Member of Albeck Advisors, a consulting firm specializing in pre IPO advisory services for international and domestic companies, financial due diligence, board advisory, and outsourced CFO services; former Founder and CEO of Albeck Financial Services, former partner with Calabrese Consulting (which acquired Albeck Financial Services in March 2022).
In connection with the Special Meeting held on September 22, 2025, stockholders holding 10,009,120 shares of the Company s shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.60 per share of the funds in the Trust Account.
As a result, approximately $106.1 million was removed from the Trust Account to pay such holders, leaving approximately $15.8 million remaining in the Trust Account.
This amount is subject to change to account for the payment of tax withdrawals.
10 Extension of the Combination Period We initially had until September 28,2025, 18 months from the closing of our initial public offering, to consummate our initial Business Combination.
On September 22, 2025, we held special meeting of stockholders ( 2025 Special Meeting ) at which our stockholders approved, among other things, amendments to our amended and restated articles of incorporation to extend the date by which we must consummate our initial business combination from September 28, 2025 to March 28, 2026 (the 2025 Extension ).
In connection with the vote to approve the 2025 Extension, the holders of 10,009,120 shares of the Company s common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.60 per share, for an aggregate redemption amount of approximately $106.1 million.
The redemptions were effected on September 28, 2025 (the 2025 Redemptions ).
Redemption of public shares and liquidation if no initial business combination Unless the amended and restated articles of incorporation are further amended, we have until March 28, 2026 to complete our initial business combination.
REMOVED
The registrant s common stock began trading on the Nasdaq Capital Market on May 1, 2024.
As of December 24, 2024, 15,749,090 shares of Company common stock, par value $ 0.0001 were issued and outstanding.
Christy Albeck, Chief Financial Officer: Founder and CEO of Albeck Financial Services, a consulting firm specializing in pre-audit work for international and domestic public companies and private companies in the process of going public, and Partner with Calabrese Consulting (which acquired Albeck Financial Services in March 2022).
Our initial stockholders and I-Bankers have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares, private placement shares and Representative shares if we fail to complete our initial business combination within 18 months from the closing of our initial public offering.
The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 18 months from the closing of our initial public offering may be considered a liquidation distribution under NRS 78.590.
Our initial stockholders will own 24.68% of our outstanding shares of common stock immediately following the completion of our initial public offering.
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 18 months from the closing of our initial public offering.
The funds available to us outside of the trust account may not be sufficient to allow us to operate for at least 18 months following the closing of our initial public offering, assuming that our initial business combination is not completed during that time.
We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate for at least 18 months following the closing of our initial public offering; however, we cannot assure you that our estimate is accurate.
In light of the involvement of our initial stockholders, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our initial stockholders, executive officers and directors.