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Subsequent Events
9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

 

On October 10, 2025, the Sponsor deposited $11,649 into the Company’s Trust Account to extend the Termination Date from September 30, 2025 to October 31, 2025.

 

On October 22, 2025, $23,950,427, or approximately $11.70 redemption price per share, was withdrawn from the Trust Account to pay the redeeming holders and the 2,046,800 shares of the Company’s Class A common stock that were redeemed were cancelled.

 

On October 28, 2025, the Company and the Underwriters entered into an agreement pursuant to which the parties have agreed that, in lieu of a cash payment, the Company will pay each Underwriter 103,500 shares of common stock of the Company (the “PubCo Shares”) as payment for deferred underwriting commissions (the “Deferred Fee Agreement”).

 

In addition, pursuant to an advisory agreement between the Company and LifeSci entered into on September 23, 2022 (the “Advisory Agreement”), the Company agreed to pay LifeSci a fee equal to one and one half percent (1.5%) of the total consideration in connection with the initial business combination in the form of equity interests in the surviving entity. On October 28, 2025, the Company, the Sponsor, and LifeSci entered into an amendment (the “Amendment”) to the Advisory Agreement pursuant to which LifeSci agreed to waive its advisory fee.

 

On October 28, 2025, the Company entered into an advisory agreement (the “LifeSci Advisory Agreement”) with Cybra and LifeSci pursuant to which LifeSci will provide certain financial advisory and investment banking services to Cyabra. In connection with such engagement, LifeSci will receive a retainer fee of ordinary shares of Cyabra which will convert into 105,000 PubCo Shares upon the closing of the Business Combination and an advisory fee of $1,050,000 paid in PubCo Shares 90 days after the closing of the Business Combination.

 

On October 28, 2025, Holdings entered into an advisory agreement (the “Ladenburg Advisory Agreement”) with Cyabra and Ladenburg pursuant to which Ladenburg will provide financial advisory and investment banking services to Cyabra. In connection with such engagement, Ladenburg will receive an advisory fee of $1,050,000 paid in PubCo Shares 90 days after the closing of the Business Combination.

 

On November 4, 2025, the Sponsor deposited $11,649 into the Company’s Trust Account to extend the Termination Date from October 31, 2025 to November 30, 2025.

 

On November 6, 2025, the Merger Agreement has been amended in order to, among other things; (i) amend the provision related to the PIPE Investment to reflect that the PIPE Investors will receive Holdings Series B Preferred Stock and not Holdings Common Stock; (ii) amend the Base Purchase Price from $70,000,000 to $106,000,000; (iii) amend the First Calculation Period from December 31, 2025 to December 31, 2026; and (iv) amend the Outside Date to February 1, 2026.