Common use of Private Placements Clause in Contracts

Private Placements. 1.6.1 In March 2025, the Company issued to MFH 1, LLC, a Delaware limited liability company (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below)). 1.6.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below) in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025May 2024, the Company issued to MFH 1, LLCC▇▇▇▇▇ Holding LP, a Delaware limited liability company partnership (“C▇▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Sponsor”), 12,321,429 ordinary shares (“Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). C▇▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to C▇▇ ▇▇▇▇▇ (together with C▇▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Sponsors shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Sponsors shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it they be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 225,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.020% ownership interest in the Ordinary Shares of the SponsorSponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In May 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,450, an aggregate of 100,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsors and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 230,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Share”) and one Right (the “Private Rights”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsors have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 18,000 additional Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025February 2020, the Company issued to MFH 1GigAcquisitions3, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 650,000 units of the Company, plus an additional 39,000 units if the Over-Allotment Option is exercised in full (collectively, the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of 100,000 units of the Company, plus an additional 15,000 units if the Over-Allotment Option is exercised in full (collectively, the “Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of additional proceeds from the sale Underwriter Unit Purchase Agreement. The registered holder of the Private Placement Underwriter Units into (or any securities underlying the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale same) will not sell, transfer, assign, pledge or hypothecate any of the Private Placement Units, together Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the proceeds of the Offering, shall be used to maintain or (ii) a bona fide officer or partner of either of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Sponsor agrees Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result effective date of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement UnitsRegistration Statement.

Private Placements. 1.6.1 1.3.1. In March 2025February 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Gesher I Sponsor LLC (the “Sponsor”), 12,321,429 ordinary shares for aggregate consideration of $25,000, 2,875,000 Ordinary Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. In March 2021, the Company issued to the Representative and its designees, for an aggregate of $20.00, 200,000 Ordinary Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Document (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their respective designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) ), an aggregate of 4,550,000 warrants (the “Private Warrants”), with the Sponsor purchasing 4,050,000 Private Warrants and the Representative purchasing 500,000 Private Warrants, at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and Representative have also agreed that, in the event the Over-allotment Option is exercised, they or their respective designees will purchase up to 450,000 additional Private Warrants, with the Sponsor purchasing up to 400,549 Private Warrants and the Representative purchasing up to 49,451 Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 1.4.1. Pursuant to a subscription agreement dated June 13, 2025, the Company issued to MFH 1, LLCThunderstone LTD., a Delaware limited liability BVI business company (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, 1,437,500 Ordinary Shares for an aggregate purchase price of $25,000 25,000, among which, up to 187,500 Ordinary Shares are subject to forfeiture if the Underwriters’ Over-Allotment Option is not exercised in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended full (the “ActFounder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementStatement and the Letter Agreement (as defined in Section 2.24.1). The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 187,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding any shares purchased in the Representative Offering, any Private Shares and the Class A Ordinary Shares underlying (as defined below) purchased in the Private Placement Units by the Sponsor or the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 238,168 units (or 245,668 units if the Over-Allotment Option is exercised in full ) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the ActSecurities Act of 1933, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share as amended (the “Private Shares”) and one-half one redeemable warrant (“Private WarrantAct”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares, and Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor shall, and the Company shall procure the Sponsor to, provide the proof of the aggregate consideration of $2,381,680 to be paid for the Private Units in the Sponsor’s bank account satisfactory to the Representative one Business Day prior to the roadshow for the Offering. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1 In March 2025April 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Accretion Acquisition Sponsor LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, 4,312,500 shares of common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding any shares purchased in the Representative Shares Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”) and the Class A Ordinary EBC Founder Shares underlying the Private Placement Units (defined below)). 1.6.2 1.3.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) ), an aggregate of 6,400,000 warrants (the “Private Warrants”), at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 675,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.6.3 The amount 1.3.3 In April 2021, the Company issued to EarlyBirdCapital, Inc., for $100.00, 100,000 shares of Common Stock (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the proceeds of Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Private Placement UnitsEBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, together assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of a Business Combination. The EBC Founder Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the proceeds Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, shall be used to maintain or (ii) a bona fide officer or partner of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Sponsor agrees EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that effective date of the amount in trust Registration Statement. The certificates for the EBC Founder Shares shall be equal contain legends to $10.00 per Class A Ordinary Share sold to reflect the public above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Offering, including Registration Rights Agreement (as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Unitsdefined in Section 2.24.5).

Private Placements. 1.6.1 In 1.3.1. On March 202526, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company DC Rainier SPV LLC (the “Sponsor”), 12,321,429 ordinary the Company’s directors, the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for aggregate consideration of $25,000, an aggregate of 4,312,500 shares of common stock (the “Founder Shares”) for a purchase price of $0.002 per share, for including an aggregate purchase price of $25,000 1,265,000 shares of common stock issued to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 27, 2021 and September 30, 2021, the Representative transferred 300,000 Representative’s Shares and 50,000 Representative’s Shares, respectively, to the Sponsor and agreed to transfer an additional 95,000 Representative’s Shares if the Over-Allotment Option is exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees and the Company’s Chief Executive Officer and Chief Financial Officer will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 551,200 units (or 596,200 units if the over-allotment option is exercised in full) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and three-fourths of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In 1.3.1. On March 202522, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Oxus Capital PTE. LTD (the “Sponsor”), 12,321,429 and certain other officers, directors or their affiliates or designees (collectively, the “Insiders”), for aggregate consideration of $25,000, an aggregate of 8,625,000 Class B ordinary shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2021 and July 2021, the Sponsor contributed an aggregate of 4,312,500 Insider Shares to the Company for cancellation, resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Insiders’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below) and any shares purchased in the Offering by the Insiders. 1.3.2. In March 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $40.00, 400,000 Ordinary Shares (the “Representative’s Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In June 2021, the Representative and its designees returned to the Company an aggregate of 100,000 Representative’s Founder Shares for no consideration, resulting in there being an aggregate of 300,000 Representative’s Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Founder Shares. The holders of the Representative’s Founder Shares have agreed not to transfer, assign or sell any Representative’s Founder Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Founder Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.6.2 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) ), an aggregate of 8,400,000 warrants (the “Private Warrants” or “Private Securities”), with the Sponsor purchasing 7,650,000 Private Warrants and the Representative and/or its designees purchasing 750,000 Private Warrants, at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and Representative has also agreed that, in the event the Over-allotment Option is exercised, it and/or its designees will purchase up to 900,000 additional Private Warrants, with the Sponsor purchasing 819,642 Private Warrants and the Representative and its designees purchasing 80,358 Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.20 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025February 2024, the Company issued to MFH 1, LLC, a Delaware limited liability company Alfa 24 Limited (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary shares an aggregate of 2,875,000 Ordinary Shares (the “Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.020% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In February 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,739, an aggregate of 200,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 400,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 355,000 Private Units and the Representative and/or its designees purchasing 45,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 37,500 additional Private Units, with the Sponsor purchasing 33,281 Private Units and the Representative purchasing 4,219 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.05 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025August 2024, the Company issued to MFH 1, LLC, a Delaware limited liability company Pelican Sponsor LLC (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary shares an aggregate of 2,875,000 Ordinary Shares (the “Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.025.0% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In September 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $4,348, an aggregate of 500,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In January 2025, the Representative contributed back to the Company, for no additional consideration, an aggregate of 300,000 EBC Founder Shares, resulting in there being an aggregate of 200,000 EBC Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 276,250 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 201,250 Private Units and the Representative and/or its designees purchasing 75,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 22,500 additional Private Units, with the Sponsor purchasing 11,250 Private Units and the Representative purchasing 11,250 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters, the Company issued to MFH 1, LLC, a Delaware limited liability company “Initial Shareholders”) for aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Sponsor”), 12,321,429 ordinary shares (“Founder Founders’ Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.26.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have redemption conversion rights with respect to the Founder Founders’ Shares nor shall it they be entitled to sell such Founder Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the 30.0their collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and purchase by the Class A Ordinary Shares underlying Initial Shareholders of the Private Placement Units (defined below)Warrants and any shares purchased by them in the Offering). 1.6.2 1.3.2 Simultaneously with the Closing Date, the Sponsor and/or its designees Initial Shareholders will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 2.26.2 below) 4,750,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Certain Initial Shareholders have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 450,000 additional Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025September 2020, the Company issued to MFH 1, LLC, a Delaware limited liability company ATAC Limited Partnership (the “Sponsor”), 12,321,429 ordinary shares for aggregate consideration of $25,000, 2,875,000 Ordinary Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and any shares purchased in the Class A Ordinary Shares underlying Offering by the Private Placement Units Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. In October 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $12.50, 125,000 Ordinary Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees their designees) will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 5,000,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“which the Sponsor will purchase 4,500,000 Private Placement Units”) (whether or not Warrants and the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Representative and/or its designees will purchase 500,000 Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per shareWarrants. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 450,000 additional Private Warrants (of which up to 405,000 Private Warrants would be purchased by the Sponsor and up to 45,000 Private Warrants would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 20252024, the Company issued to MFH 1, LLC, a Delaware limited liability company Tavia Sponsor Pte. Ltd. (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary shares an aggregate of 5,031,250 Class A Ordinary Shares (the “Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2024, the Sponsor contributed an aggregate of 1,697,917 Founder Shares to the Company for cancellation, resulting in there being an aggregate of 3,833,333 Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 500,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.025% ownership interest in the Ordinary Public Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In March 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $994, an aggregate of 200,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined in Section 2.11) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 350,000 units (the “Private Units”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 225,000 Private Units and the Representative and/or its designees purchasing 125,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 37,500 additional Private Units, with the Sponsor purchasing 24,107 Private Units and the Representative purchasing 13,393 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.05 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1 In March June 2025, the Company issued an aggregate of 2,012,500 Class B ordinary shares to MFH 1, LLCWestin Investment Co. Ltd., a Delaware limited liability Cayman Islands exempted company (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 25,000, or approximately $0.0124 per share, including an aggregate of up to 262,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in a private placement intended to be exempt from registration under Section 4(a)(2full or in part, so that the Founder Shares (as defined below) will represent approximately 25.93% of the Securities Act of 1933, Company’s issued and outstanding shares immediately after the Offering (assuming such holders do not purchase any Public Units in the Offering and without giving effect to the Private Shares (as amended defined below) and the Representative Shares) (the “ActFounder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementStatement and the Letter Agreement (as defined in Section 2.24.1). The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 262,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0approximately 25.93% ownership interest by the holders of Founder Shares in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding any shares purchased in the Representative Offering, any Private Shares and the Class A Ordinary Shares underlying (as defined below) purchased in the Private Placement Units by the Sponsor or the Company’s officers, directors or their affiliates (defined below)the “Insiders”) and any Representative Shares). 1.6.2 1.4.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Placement Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 220,000 units (or 235,000 units if the Over- Allotment Option is exercised in full) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the ActSecurities Act of 1933, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share as amended (the “Private Shares”) and one-half one redeemable warrant (“Private WarrantAct”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, the Private Shares and the Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause Prior to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionallydate hereof, the Sponsor agrees that if and the Over-Allotment Option is exercised, all of Company shall provide to the proceeds of such Over-Allotment Option will be deposited into Representative proof satisfactory to the Trust Account such Representative that the amount in trust shall aggregate consideration of $2,220,000 to be equal to $10.00 per Class A Ordinary Share sold to paid for the public Private Units is in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement UnitsSponsor’s bank account.

Private Placements. 1.6.1 1.3.1. In March 20252024, the Company issued to MFH 1, LLCCalisa Holding LP, a Delaware limited liability company partnership (“Calisa LP”), for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Sponsor”), 12,321,429 ordinary shares (“Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Calisa LP thereafter transferred 1,155,750 Insider Shares to A▇▇▇▇ Group Limited, a British Virgin Islands company (“A▇▇▇▇” and together with Calisa LP, the “Sponsors”). In June 2025, the Company effected a 4-for-3 forward split of its outstanding shares (the “Forward Split”), resulting in there being an aggregate of 2,300,000 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Sponsors shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Sponsors shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it they be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 300,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.025% ownership interest in the Ordinary Shares of the SponsorSponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In April 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,450.00, 100,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. As a result of and after the Forward Split, there were 133,333 EBC Founder Shares outstanding and held by the Representative. The Company subsequently issued an additional 41,667 EBC Founder Shares to the Representative in June 2025 for an aggregate purchase price of $454.00, resulting in an aggregate of 175,000 EBC Founder Shares outstanding and held by the Representative. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsors, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 252,500 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsors purchasing 192,500 Private Units and the Representative and/or its designees purchasing 60,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsors and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 18,000 additional Private Units, with the Sponsors purchasing up to 13,723 Private Units and the Representative purchasing up to 4,277 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025June 2024, the Company issued to MFH 1EBC Holdings, LLC, a Delaware limited liability company Inc. (the “SponsorEBC Holdings”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price aggregate consideration of $0.002 per share5,000, for an aggregate purchase price of $25,000 2,875,000 Ordinary Shares in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Thereafter, the Company effected a share dividend, resulting in there being an aggregate of 3,833,333 Ordinary Shares outstanding. In June 2025, EBC Holdings transferred an aggregate of 2,651,666 of such Ordinary Shares (such Ordinary Shares, the “Founder Shares,” and the 1,181,667 Ordinary Shares retained by EBC Holdings, the “EBC Founder Shares”) to LaFayette Sponsor LLC (the “Sponsor”), for an aggregate purchase price of approximately $3,459. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares or the EBC Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares and EBC Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares or EBC Founder Shares, as applicable, in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor holders of the Founder Shares and EBC Founder Shares shall not have redemption rights with respect to the Founder Shares or EBC Founder Shares, as applicable, nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The Representative, on behalf of EBC Holdings, hereby (i) waives its redemption rights with respect to the EBC Founder Shares in connection with the completion of a Business Combination, (ii) waives its redemption rights with respect to the EBC Founder Shares in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association, and (iii) waives its rights to liquidating distributions from the Trust Account with respect to the EBC Founder Shares if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 340,000 of the Founder Shares and up to 160,000 of the EBC Founder Shares shall be forfeited in an amount necessary to maintain the 30.025% ownership interest in the Ordinary Shares of the Sponsor, officers, officers and directors and advisors of the Company (collectively, the “Insiders”), together with EBC Holdings, after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Private Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below)) and any shares purchased in the Offering by the Insiders or EBC Holdings). 1.6.2 1.3.2. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 350,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 225,000 Private Units and the Representative and/or its designees purchasing 125,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 30,000 additional Private Units, with the Sponsor purchasing 19,286 Private Units and the Representative purchasing 10,714 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025August 2024, the Company issued to MFH 1, LLC, a Delaware limited liability company Pelican Sponsor LLC (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary shares an aggregate of 2,875,000 Ordinary Shares (the “Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.025.0% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In September 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $4,348, an aggregate of 500,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In January 2025, the Representative contributed back to the Company, for no additional consideration, an aggregate of 300,000 EBC Founder Shares, resulting in there being an aggregate of 200,000 EBC Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 276,250 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 201,250 Private Units and the Representative and/or its designees purchasing 75,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 22,500 additional Private Units, with the Sponsor purchasing 16,391 Private Units and the Representative purchasing 6,109 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025July 2017, the Company issued to MFH 1, LLC, a Delaware limited liability company Shareholder Value Fund (the “Sponsor”), 12,321,429 ordinary shares for aggregate consideration of $25,000, 4,312,500 Ordinary Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor subsequently transferred a portion of the shares to the Company’s other officers and directors (collectively, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it they be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount subject to compulsory repurchase by the Company. The Insiders will be required to have only a number of Ordinary Shares repurchased necessary to maintain the 30.0Insiders’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and purchase by the Class A Ordinary Shares underlying Insiders of the Private Placement Units (defined below)) and any shares purchased in the Offering). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 412,500 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option, it (and/or its designees) will purchase up to 45,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount . EarlyBirdCapital, Inc.[l], 2017Page 5 of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.41

Private Placements. 1.6.1 In March 20251.4.1. On May 28, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Relativity Acquisition Sponsor LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, an aggregate of 3,750,000 shares (the “Founder Shares”) for a purchase price of class B common stock, $0.002 0.0001 par value per shareshare (the “Class B Common Stock”). On December 14, for 2021, the Sponsor returned to the Company, at no cost, an aggregate purchase price of $25,000 511,250 Founder Shares, which the Company cancelled, resulting in an aggregate of 3,238,750 Founder Shares outstanding and held by the Sponsor. On December 14, 2021, the Company issued to the Representative an aggregate of 355,000 shares of Class B Common Stock (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), for $2,469.57. On January 12, 2022, the Company issued a total of 204,844 founder shares to two individuals. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementStatement and the Insider Letters (as defined in Section 2.24.1). The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 468,750 of the Founder Shares shall be forfeited (including up to 46,304 of the Representative’s Shares that are subject to forfeiture by the Representative) in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.4.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or Selected Dealer (as defined in Section 5.1) in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or Selected Dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.4.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 472,500 units (or 510,000 units if the Over-Allotment Option is exercised in full) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1. On February 23, 2021, the Company issued to MFH 1A▇▇▇ Disruptive Technologies Company, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary the Company’s directors, officers and certain other investors for aggregate consideration of $25,000, an aggregate of 2,875,000 shares (the “Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 Common Stock in a private placement (the “Subscription Agreement”) intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative Shares and the Class A Ordinary Shares underlying any Private Warrants purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the placement warrant purchase agreement, the form of which is annexed as Exhibit 10.5 to the Registration Statement (the “Placement Warrant Purchase Agreement”) an aggregate of 6,500,000 warrants (or 7,100,000 warrants if the Over-Allotment Option is exercised) (the “Private Units Purchase Agreement (as defined in Section 2.24.2 below) Warrants”), at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 2025, the 1.4.1. The Company issued to MFH 1, LLC, a Delaware limited liability company Twelve Seas Sponsor I LLC (the “Sponsor”), 12,321,429 ordinary shares for aggregate consideration of $25,000, 4,312,500 Ordinary Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In December 2017, the Sponsor transferred a portion of the Insider Shares to the Company’s officers and directors (collectively, the “Insiders”). In May 2018, the Sponsor returned 1,437,500 Insider Shares to the Company for cancellation. In June 2018, the Company effectuated (i) a 1.5-for-1 dividend of the outstanding Ordinary Shares and (i) a 1.2-for-1 dividend of the outstanding Ordinary Shares, resulting in an aggregate of 5,175,000 Insider Shares outstanding and held by the Insiders. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it they be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 675,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Insiders’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative purchase by the Sponsor of the Private Units, the Representative’s Shares and any shares purchased in the Class A Ordinary Shares underlying Offering by the Private Placement Units (defined below)Insiders). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 475,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option, it will purchase up to 54,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 2025, the 1.3.1. The Company issued an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for aggregate consideration of $25,000, to MFH 1, LLC, a Delaware limited liability company Xiaosen Sponsor LLC (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 150,000 of the Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the 30.0% beneficial ownership interest in the Ordinary Shares percentage of the Sponsor, officers, directors and advisors Company’s shares held by the holders of the Company Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Representative’st Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Insiders. 1.3.2. In July 2020, the Company issued to the Representative and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined in Section 2.11) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.6.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 290,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 24,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 2025, the 1.4.1. The Company issued to MFH 1Big Rock Partners Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) for aggregate consideration of $25,000 1,437,500 shares of the Company’s Common Stock (the “Founder Founder’s Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founder’s Shares. The Founder Founder’s Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Founder’s Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor shall not have redemption conversion rights with respect to the Founder Founder’s Shares nor shall it they be entitled to sell such Founder Founder’s Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 187,500 of the Founder Founder’s Shares shall be forfeited in an amount subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only a number of Founder’s Shares necessary to maintain the 30.0Sponsor’s 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative issuance of the Representative’s Shares and the Class A Ordinary Shares underlying purchase by the Sponsor of the Private Placement Units (defined below)) and any shares purchased in the Offering). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase a Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 225,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option, it will purchase up to an additional 18,750 Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 . The amount of the proceeds of the sale of purchase price for the Private Placement Units, together with Units shall have been delivered to CST&T or counsel for the proceeds of Company to hold in a separate escrow account at least 48 hours prior to the Offering, shall date hereof so that such funds are readily available to be used delivered to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that on the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to Closing Date or the public in Option Closing Date, as the Offeringcase may be. _________, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.2017

Private Placements. 1.6.1 1.3.1. In March 2025August 2019, the Company issued to MFH 1Galileo Founders Holdings, LLC, a Delaware limited liability company L.P. (the “Sponsor”), 12,321,429 ordinary shares for aggregate consideration of $25,000, 2,875,000 Ordinary Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and any shares purchased in the Class A Ordinary Shares underlying Offering by the Private Placement Units Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. In August 2019, the Company issued to the Representative and its designees, for an aggregate of $12.50, 125,000 Ordinary Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees their designees) will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 3,350,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“which the Sponsor will purchase 2,850,000 Private Placement Units”) (whether or not Warrants and the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Representative and/or its designees will purchase 500,000 Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per shareWarrants. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 300,000 additional Private Warrants (of which up to 255,224 Private Warrants would be purchased by the Sponsor and up to 44,776 Private Warrants would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1. On August 5, 2020, the Company issued to MFH 1, LLC, a Delaware limited liability company BWA Holdings LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, 3,593,750 shares of Common Stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 468,750 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and any shares purchased in the Class A Ordinary Shares underlying Offering by the Private Placement Units Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. On August 5, 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $37.78, 377,750 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees their designees) will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 4,000,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“which the Sponsor will purchase 3,375,000 Private Placement Units”) (whether or not Warrants and the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Representative and/or its designees will purchase 625,000 Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per shareWarrants. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 375,000 additional Private Warrants (of which up to 316,000 Private Warrants would be purchased by the Sponsor and up to 59,000 Private Warrants would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025October 2020, the Company issued to MFH 1Smart Dine, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, 4,312,500 shares of common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $9.00, 90,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees their designees) will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 450,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“which the Sponsor will purchase 420,000 Private Placement Units and the Representative and/or its designees will purchase 30,000 Private Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and Representative have also agreed that, in the event the Over-allotment Option is exercised, they will purchase up to 45,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1. On May 7, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Larkspur Health LLC (the “Sponsor”), 12,321,429 ordinary the Company’s directors, the Representative, and certain other investors for aggregate consideration of $25,000, an aggregate of 2,156,250 shares (as adjusted pursuant to the forfeiture described herein,the “Founder Shares”) for a purchase price of class B common stock, $0.002 0.0001 par value per shareshare (the “Class B Common Stock”), for including an aggregate purchase price of $25,000 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September [__], 2021, the Representative forfeited 21,777 of the Representative’s Shares, resulting in 2,134,473 Founder Shares remaining outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 259,473 of the Founder Shares (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) an aggregate of 242,600 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 2025, the 1.3.1. The Company issued an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for aggregate consideration of $25,000, to MFH 1, LLC, a Delaware limited liability company Xiaosen Sponsor LLC (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 187,500 of the Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the 30.0% beneficial ownership interest in the Ordinary Shares percentage of the Sponsor, officers, directors and advisors Company’s shares held by the holders of the Company Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Insiders. 1.3.2. In July 2020, the Company issued to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “EBC Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, EarlyBirdCapital surrendered 2,250 EBC shares to the Company for no consideration. In August 2021, the Company issued to the Representative at $0.0001 per share, an aggregate of 155,250 Class B ordinary shares, par value $0.0001 per share. In October 2021, the Company issued 12,132 EBC shares to EarlyBirdCapital and 12,868 Class B ordinary shares to the Representative (together with the EBC Shares, the 155,250 Class B ordinary shares issued in August 2021, the “Representative Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined in Section 2.11) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.6.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 350,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 30,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 1.3.4. The amount Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date warrants (“Representative Warrants”) to purchase up to an aggregate of 172,500 Class A ordinary shares of the proceeds Company. Each of the sale of Representative Warrants is identical to the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold Warrants included in the OfferingFirm Units. AdditionallyOn the Closing Date, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust Company shall be equal to $10.00 per Class A Ordinary Share sold deliver to the public Representative certificates for the Representative Warrants in the Offering, including name or names and in such denominations as a result of the exercise of any Over-Allotment OptionRepresentative may request. There will be no underwriting fees or commissions due with respect to the The issuance of the Private Placement UnitsRepresentative Warrants will be registered on the Registration Statement.

Private Placements. 1.6.1 1.3.1. In March 2025October 2019, the Company issued to MFH 1issued, LLCfor aggregate consideration of $25,000, a Delaware limited liability company 1,725,000 Class B ordinary shares (the “Sponsor”), 12,321,429 ordinary shares (“Founder Founders Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Founders Shares were subsequently transferred to LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). In December 2019, the Company effected a share dividend resulting in there being an aggregate of 2,012,500 Founders Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders Shares. The Founder Founders Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Founders Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Founders Shares nor shall it be entitled to sell such Founder Founders Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 262,500 of the Founder Founders Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and any shares purchased in the Class A Ordinary Shares underlying Offering by the Private Placement Units Sponsor or the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. In October 2019, the Company issued to the Representative and its designees, for an aggregate of $6.00, 70,000 Class B ordinary shares (after giving effect to the share dividend referred to in Section 1.3.1) (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement (as defined in Section 2.1.1 below) to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates (or book entry positions) for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Warrant Purchase Agreement (as defined in Section 2.24.2 below), an aggregate of 2,575,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 236,250 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025May 2017, the Company issued to MFH 1Black Ridge Oil & Gas, LLC, a Delaware limited liability company Inc. (the “Sponsor”), 12,321,429 ordinary ) for aggregate consideration of $25,000 an aggregate of 2,875,000 shares of Common Stock (the “Founder Founders’ Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have redemption conversion rights with respect to the Founder Founders’ Shares nor shall it they be entitled to sell such Founder Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the 30.0their collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and purchase by the Class A Ordinary Shares underlying Sponsor of the Private Placement Units (defined below)and any shares purchased by them in the Offering). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase a Subscription Agreement (as defined in Section 2.24.2 below) 350,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option, it (and/or its designees) will purchase up to 37,500 additional Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.05 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025September 2018, the Company issued to MFH 1S▇▇▇▇▇▇▇ Special Purpose Acquisition Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”) 4,312,500 shares of the Company’s common stock (the “Insider Shares”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Sponsor subsequently transferred certain of the Insider Shares to the Company’s director nominees at the same price originally paid for such shares. In December 2018, the Sponsor contributed an aggregate of 575,000 Insider Shares to the Company for no additional consideration, resulting in there being an aggregate of 3,737,500 Insider Shares outstanding. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insider Shares shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it the holders be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 1,607,143 a maximum of the Founder Shares shall be forfeited in an amount 487,500 Insider Shares, as is necessary to maintain the 30.0% beneficial ownership interest in the Ordinary Shares percentage of the Sponsor, officers, directors and advisors Company’s Common Stock held by the holders of the Company Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares and purchase of any Firm Units in the Class A Ordinary Shares underlying the Private Placement Units (defined below))Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units Purchase a Subscription Agreement (as defined in Section 2.24.2 below) ), an aggregate of 4,150,000 warrants of the Company, or 4,540,000 warrants if the Over-Allotment Option is exercised in full (collectively, the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of purchase price for the Private Placement Units into Warrants have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account such that on the amount of funds in Closing Date or the Trust Account shall be $10.00 per Public Share sold in Option Closing Date, as the Offeringcase may be. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025January 2020, the Company issued to MFH 1Petra Investment Holdings, LLC, a Delaware limited liability company (the “Sponsor”), 12,321,429 ordinary shares ) an aggregate of 3,593,750 Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In May 2020, the Sponsor transferred 75,000 Insider Shares to three of the Company’s directors (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Initial Stockholders shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it the Initial Stockholders be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to 1,607,143 a maximum of the Founder Shares shall be forfeited in an amount 468,750 Insider Shares, as is necessary to maintain the 30.0the Initial Stockholders’ 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares and purchase of any shares in the Class A Ordinary Shares underlying the Private Placement Units (defined below))Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) ), an aggregate of 4,500,000 Warrants (the “Private Warrants”), at a purchase price of $0.50 per Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Representatives have exercised the Over-allotment Option, they will purchase up to 375,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account Fund such that the amount of funds in the Trust Account Fund shall be $10.00 per Public Share sold in the Offering. 1.6.3 . The amount of the proceeds of the sale of purchase price for the Private Placement Units, together with Warrants shall have been delivered to CST&T or counsel for the proceeds of Company or the Offering, shall Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be used delivered to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that on the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to Closing Date or the public in Option Closing Date, as the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Unitscase may be.

Private Placements. 1.6.1 In March 2025, the 1.3.1. The Company issued to MFH 1, LLC, a Delaware limited liability company an aggregate of 1,150,000 Ordinary Shares (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) ), for a purchase price aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 150,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0% Insiders’ initial ownership interest (approximately 23.22%) in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and the Class A Ordinary Shares underlying Representative’s Shares, the Private Placement Units Shares (defined below)) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In October 2019, the Company issued to the Representative and its designees, for nominal consideration, 100,000 Ordinary Shares (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). EarlyBirdCapital, Inc. , 2020 Page 5 of 45 1.3.3. Simultaneously with the Closing Date, the Sponsor Insiders (and/or its designees their designees) will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 240,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Insiders have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 21,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025October 2017, the Company issued to MFH 1Axis Public Ventures S. de ▇.▇. de C.V. (“Axis”), LLC, a Delaware limited liability company an affiliate of Axis Capital Management (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000 an aggregate of 2,875,000 shares of Common Stock (the “Founder Founders’ Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2018, Axis transferred 862,500 of such shares to Lion Point Capital, LP (“Lion Point”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have redemption conversion rights with respect to the Founder Founders’ Shares nor shall it they be entitled to sell such Founder Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture (on a pro rata basis between the Sponsor and Lion Point, based on their respective ownership of Founders’ Shares). The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the 30.0their collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares Private Units and any shares purchased by them in the Class A Ordinary Shares underlying the Private Placement Units (defined below)Offering). 1.6.2 1.4.2. The Company has entered into a Forward Purchase Contract, dated as of February 20, 2018, with Lion Point (the “Forward Purchase Contract”), pursuant to which Lion Point agreed to purchase an aggregate of 3,000,000 Units (the “Forward Purchase Units”), for an aggregate purchase price of $30,000,000, in a private placement transaction to occur substantially concurrently with the closing of the initial Business Combination, all on the terms set forth in the Forward Purchase Contract. The Forward Purchase Units will be substantially similar to the Firm Units. 1.4.3. Simultaneously with the Closing Date, the Sponsor and/or its designees Axis and Lion Point will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) an aggregate of 400,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below)) and are substantially identical to the Firm Units except as set forth in the Prospectus. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Axis and Lion Point have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to an aggregate of 45,000 additional Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per share of Common Stock included in the Public Share Securities sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025February 2021, the Company issued to MFH 1GigInternational1 Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, an affiliate of ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). The 5,000 Insider Shares granted to ▇▇. ▇▇▇▇▇▇▇▇▇ will be subject to forfeiture and cancellation in the event ▇▇. ▇▇▇▇▇▇▇▇▇ resigns or is removed for cause from his position with the Company prior to the consummation of the Business Combination (as defined below). The 10,000 insider shares granted to Interest Solutions, LLC will not be subject to forfeiture. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 650,000 units of the Company (collectively, the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of 300,000 units of the Company, plus an additional 45,000 units if the Over-Allotment Option is exercised in full (collectively, the “Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of additional proceeds from the sale Underwriter Unit Purchase Agreement. Pursuant to FINRA Rule 5110(e)(1), the registered holder of the Private Placement Underwriter Units into (or any securities underlying the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale same) will not sell, transfer, assign, pledge or hypothecate any of the Private Placement Units, together Underwriter Units (or any such underlying securities) for a period of 180 days following the date of this Agreement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the proceeds of the Offering, shall be used to maintain or (ii) a bona fide officer, partner, associated person or affiliate of either of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e)(1), the Sponsor agrees Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result date of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Unitsthis Agreement.

Private Placements. 1.6.1 In March 20251.4.1. On November 16, 2021, the Company issued to MFH 1M▇▇▇▇▇ Canyon Acquisition Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary an aggregate of 4,312,500 shares (the “Founder Shares”) for a purchase price of class B common stock, $0.002 0.0001 par value per shareshare (the “Class B Common Stock”), for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. On January 26, 2022, the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementStatement and forfeiture terms as set forth in the Subscription Agreement and the Insider Letter. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 431,250 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below) in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 2025, the 1.4.1. The Company issued to MFH 1, LLC, a Delaware limited liability company TKK Symphony Sponsor 1 (the “Sponsor”), 12,321,429 ordinary shares for aggregate consideration of $25,000, 5,750,000 Ordinary Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2018, the Sponsor transferred a portion of the Insider Shares to the Company’s officers, directors and consultants (collectively, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. Additionally, in August 2018, the Company effectuated a dividend of 0.1 shares for each outstanding Ordinary Share, resulting in the Sponsor holding an aggregate of 6,325,000 Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it they be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 825,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Insiders’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and any shares purchased in the Class A Ordinary Shares underlying Offering by the Private Placement Units (defined below)Insiders). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or Symphony Holdings Limited or one of its designees wholly owned subsidiaries (herein referred to as “Symphony”) will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 11,800,000 Warrants (the “Private Warrants”) at a purchase price of $0.50 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Symphony has also agreed that, in the event the Representative has exercised the Over-allotment Option, it will purchase up to 1,320,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025June 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Western Acquisition Ventures Sponsor LLC (the “Sponsor”), 12,321,429 ordinary for consideration of $25,000.00, 4,312,500 shares (the “Founder Shares”) for a purchase price of $0.002 per shareCommon Stock, for including an aggregate purchase price of $25,000 1,207,000 shares of Common Stock which were subsequently transferred by the Sponsor to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 22, 2021, the Company effected a 2:3 split of our common stock, and the Representative sold back to the Sponsor 55,000 founder shares, such that the Sponsor owns 2,125,000 founder shares, and the Representative owns 750,000 founder shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares (including 97,826 of the Representative’s Shares) shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ aggregate 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units (defined below)by the Respondents). 1.6.2 1.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 361,000 units (the “Private Placement Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant to purchase three-quarters of a share of Common Stock for $11.50 per whole share (the “Private Placement Warrants” and together with the Private Placement Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Placement Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. Simultaneously with the Option Closing Date, an aggregate of 200,000 units (“the Sponsor will purchase from the Company, pursuant to the Subscription Agreement, up to 15,000 additional Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting at a purchase price of one Class A Ordinary Share (the “$10.00 per Private Shares”) and one-half one redeemable warrant (“Placement Unit in a Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per sharePlacement. The terms of the Private Units Placement Units, Private Shares, and Private Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025June 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Western Acquisition Ventures Sponsor LLC (the “Sponsor”), 12,321,429 ordinary for consideration of $25,000.00, 4,312,500 shares (the “Founder Shares”) for a purchase price of $0.002 per shareCommon Stock, for including an aggregate purchase price of $25,000 1,207,500 shares of Common Stock which were subsequently transferred by the Sponsor to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 22, 2021, the Company effected a 2:3 split of our common stock, and the Representative sold back to the Sponsor 55,000 founder shares, such that the Sponsor owns 2,125,000 founder shares, and the Representative owns 750,000 founder shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares (including 97,826 of the Representative’s Shares) shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ aggregate 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units (defined below)by the Respondents). 1.6.2 1.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5); provided, however that notwithstanding anything to the contrary, under FINRA Rule 5110(g)(8), the holders of the Representative’s Shares may only make a demand registration on one occasion during the five-year period beginning on the effective date of the registration statement of which this prospectus is a part, and the holders of the Representative’s Shares may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus is a part. 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 361,000 units (the “Private Placement Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant to purchase one share of Common Stock for $11.50 per whole share (the “Private Placement Warrants” and together with the Private Placement Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Placement Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. Simultaneously with the Option Closing Date, an aggregate of 200,000 units (“the Sponsor will purchase from the Company, pursuant to the Subscription Agreement, up to 15,000 additional Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting at a purchase price of one Class A Ordinary Share (the “$10.00 per Private Shares”) and one-half one redeemable warrant (“Placement Unit in a Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per sharePlacement. The terms of the Private Units Placement Units, Private Shares, and Private Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025February 2021, the Company issued to MFH 1GigAcquisitions5, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Offering, the Sponsor will surrender 4,312,500 for no consideration, so that upon such surrender, the Sponsor will own 5,735,000 Company Founder Shares. Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (collectively with Interest Solutions, LLC “ICR”) (each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ICR, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 750,000 units of the Company, plus an additional 45,000 units if the Over-Allotment Option is exercised in full (the “Private Units”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount of additional proceeds from the sale of the Private Placement Units into delivered to the Trust Account such that on the amount of funds in Closing Date or the Trust Account shall be $10.00 per Public Share sold in Option Closing Date, as the Offeringcase may be. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1. On April 7, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Chavant Capital Partners LLC (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 2,452,419 Ordinary Shares in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Also in [April] 2021, the Company issued to the Representatives and their designees (collectively, the “Roth ▇▇▇ignees”) 422,581 Ordinary Shares (together with the shares issued to the Sponsor, the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and are subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor and Roth ▇▇▇ignees shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor and Roth ▇▇▇ignees shall not have redemption conversion rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 of the 319,881 Founder Shares held by our Sponsor and up to 55,119 Founder Shares held by the Roth ▇▇▇ignees shall be forfeited in an amount necessary to maintain the 30.0collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors Sponsor and advisors of the Company Roth ▇▇▇ignees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (excluding any shares purchased in the Offering by the Sponsor and excluding the Representative Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below)Roth ▇▇▇ignees). 1.6.2 1.3.2. The Roth ▇▇▇ignees further agree that they will not sell, transfer, assign, pledge or hypothecate any of the Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Founder Shares held by the Roth ▇▇▇ignees will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Founder Shares held by the Roth ▇▇▇ignees shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees and the Roth ▇▇▇ignees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) ), an aggregate of 3,800,000 warrants (the “Private Warrants” or “Private Securities”), at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. Of the Private Warrants, an aggregate of 200,000 units (“3,123,077 Private Placement Units”) (whether or not Warrants will be purchased by the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (Sponsor and 676,923 Private Warrants will be purchased by the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per shareRoth ▇▇▇ignees. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Roth ▇▇▇ignees have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 300,000 additional Private Warrants (with the Sponsor purchasing 246,559 of such additional Private Warrants and the Roth ▇▇▇ignees purchasing 53,441 of such additional Private Warrants) and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units. Roth ▇▇▇ital Partners, together with the proceeds of the OfferingLLC _________, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.2021

Private Placements. 1.6.1 In March 20251.3.1 The Company has issued or caused to be transferred to its initial shareholders (including the Underwriters, the Company issued to MFH 1, LLC, a Delaware limited liability company “Initial Shareholders”) for aggregate consideration of $25,000 an aggregate of 2,875,000 Ordinary Shares (the “Sponsor”), 12,321,429 ordinary shares (“Founder Founders’ Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale or transfer of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.26.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions from the Trust Account with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have redemption conversion rights with respect to the Founder Founders’ Shares nor shall it they be entitled to sell such Founder Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. The holders of the Founders’ Shares shall agree to vote the Founders’ Shares in favor of any proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. Certain of the holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the 30.0their collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and purchase by the Class A Ordinary Shares underlying Initial Shareholders of the Private Placement Units (defined below)Warrants and any shares purchased by them in the Offering). 1.6.2 1.3.2 Simultaneously with the Closing Date, the Sponsor and/or its designees Initial Shareholders will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 2.26.2 below) 5,250,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Certain Initial Shareholders have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 525,000 additional Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025February 2021, the Company issued to MFH 1GigAcquisitions5, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Offering, the Sponsor will surrender 4,312,500 for no consideration, so that upon such surrender, the Sponsor will own 5,735,000 Company Founder Shares. Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (collectively with Interest Solutions, LLC “ICR”) (each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ICR, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 750,000 units of the Company, plus an additional 45,000 units if the Over- Allotment Option is exercised in full (the “Private Units”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount of additional proceeds from the sale of the Private Placement Units into delivered to the Trust Account such that on the amount of funds in Closing Date or the Trust Account shall be $10.00 per Public Share sold in Option Closing Date, as the Offeringcase may be. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1. On May 7, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Larkspur Health LLC (the “SponsorLarkspur”), 12,321,429 ordinary the Company’s directors, the Representative, and certain other investors for aggregate consideration of $25,000, an aggregate of 2,156,250 shares (as adjusted pursuant to the forfeiture described herein,the “Founder Shares”) for a purchase price of class B common stock, $0.002 0.0001 par value per shareshare (the “Class B Common Stock”), for including an aggregate purchase price of $25,000 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 11, 2021, the Representative forfeited 21,777 of the Representative’s Shares, and on [_], 2021, the Representative transferred 110,723 of the Representative’s Shares to certain other investors (the “Additional Sponsor Investors,” together with Larkspur, the “Sponsor”), resulting in 500,000 Founder Shares remaining outstanding. On [_], 2021, Larkspur transferred 231,423 Founder Shares to the Additional Sponsor Investors. On November 4, 2021, the Company reissued 21,777 Founder Shares to one of the Additional Sponsor Investors. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 281,250 of the Founder Shares (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (“Insiders”)). The Representative also agreed to transfer an additional 4,494 Founder Shares to the Sponsors if the Over-Allotment Option is not exercised. 1.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below)in Section 2.24.5). 1.6.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees Sponsors will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) an aggregate of 317,600 units (or 328,850 units if the Over-Allotment Option is exercised) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and three-fourths of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1. On February 10, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Black Mountain Sponsor LLC (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price aggregate consideration of $0.002 25,000, 5,750,000 shares of Class B common stock, par value $0.0001 per shareshare (the “Class B Common Stock,” and together with the Class A Common Stock, for an aggregate purchase price of $25,000 the “Common Stock”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of such shares of Class B Common Stock (the Founder “Insider Shares”). The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth described in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor holders of the Insider Shares shall not have redemption rights with respect to the Founder Insider Shares nor shall it they be entitled to sell tender such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 750,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding any shares purchased in the Representative Shares Offering by the Sponsor or the Company’s officers and directors (collectively, the Class A Ordinary Shares underlying the Private Placement Units (defined below“Insiders”)). 1.6.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Placement Warrants Purchase Agreement (as defined in Section 2.24.2 below), an aggregate of 10,000,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 1,200,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that that, after giving effect to such deposit and the Company’s initial deposit of $8,000,000 in proceeds from the sale of 8,000,000 Warrants to the Sponsor prior to the Closing Date, the amount of funds in the Trust Account shall be $10.00 10.20 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025May 2016 and May 2017, the Company issued to MFH 1Pensare Sponsor Group, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) and the Company’s director nominees and strategic advisors for aggregate consideration of $25,000 an aggregate of 7,187,500 shares of the Company’s common stock (the “Founder Founders’ Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2017, the Sponsor transferred 1,575,000 of such shares to MasTec, Inc. (“MasTec”) for the same purchase price originally paid for such shares. In July 2017, the Company effected a stock dividend of 0.08 shares for each outstanding share of common stock on the date thereof. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have redemption conversion rights with respect to the Founder Founders’ Shares nor shall it they be entitled to sell such Founder Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 1,012,500 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the 30.0their collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding any shares purchased by them in the Representative Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined belowOffering)).. July 27, 2017 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or its designees Sponsor, MasTec and the Representative will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) 6,150,000 warrants, 2,000,000 warrants and 1,350,000 warrants (collectively, the “Private Warrants”), respectively, at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 867,290 and 145,210 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025November 2020, the Company issued to MFH 1, LLC, a Delaware limited liability company Special Sits General Partner I SA (the “SponsorInitial Holder”), 12,321,429 ordinary for aggregate consideration of $25,000, 2,875,000 shares of common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, (a) the Company effected a stock dividend of approximately 0.5 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding and (b) the Initial Holder transferred the Insider Shares to Springwater Promote LLC (the “Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $22.50, 225,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 425,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 45,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 20252024, the Company issued to MFH 1, LLC, a Delaware limited liability company Tavia Sponsor Pte. Ltd. (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary shares an aggregate of 5,031,250 Ordinary Shares (the “Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 656,250 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.020% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below)) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In March 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $994, an aggregate of 200,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined in Section 2.11) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below) ), an aggregate of 4,500,000 warrants (the “Private Warrants”), with the Sponsor purchasing 2,312,500 Private Warrants and the Representative and/or its designees purchasing 2,187,500 Private Warrants, at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 525,000 additional Private Warrants, with the Sponsor purchasing 269,792 Private Warrants and the Representative purchasing 255,208 Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March February 2025, the Company issued an aggregate of 1,437,500 Ordinary Shares to MFH 1, LLCSTARRY SEA INVESTMENT LIMITED, a Delaware limited liability British Virgin Islands business company (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 25,000, or approximately $0.017 per share, including an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in a private placement intended to be exempt from registration under Section 4(a)(2full or in part, so that the Founder Shares (as defined below) will represent 20% of the Securities Act of 1933, Company’s issued and outstanding shares immediately after the Offering (assuming such holders do not purchase any Public Units in the Offering and without giving effect to the Private Shares (as amended defined below) and the Representative Shares) (the “ActFounder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementStatement and the Letter Agreement (as defined in Section 2.24.1). The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 187,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding any shares purchased in the Representative Offering, any Private Shares and the Class A Ordinary Shares underlying (as defined below) purchased in the Private Placement Units by the Sponsor or the Company’s officers, directors or their affiliates (defined below)the “Insiders”) and any Representative Shares). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Placement Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 232,121 Units (or 247,121 units if the Over-Allotment Option is exercised in full) (the “Private Units”), each consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Right” and together with the Private Units and Private Shares, the “Private Securities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the ActSecurities Act of 1933, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share as amended (the “Private Shares”) and one-half one redeemable warrant (“Private WarrantAct”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause Prior to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionallydate hereof, the Sponsor agrees that if and the Over-Allotment Option is exercised, all of Company shall provide to the proceeds of such Over-Allotment Option will be deposited into Representative proof satisfactory to the Trust Account such Representative that the amount in trust shall aggregate consideration of $2,321,210 to be equal to $10.00 per Class A Ordinary Share sold to paid for the public Private Units is in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement UnitsSponsor’s bank account.

Private Placements. 1.6.1 In March 20251.3.1. On April 7, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Chavant Capital Partners LLC (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 2,452,419 Ordinary Shares in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Company also issued to the Representatives and their designees (collectively, the “R▇▇▇ Designees”) 422,581 Ordinary Shares (together with the shares issued to the Sponsor, the “Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. On July 19, 2021, the holders of the outstanding Founder Shares contributed a number of shares to the Company for cancellation such that there were an aggregate of 2,300,000 Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and are subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor and R▇▇▇ Designees shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor and R▇▇▇ Designees shall not have redemption conversion rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 of the 255,904 Founder Shares held by our Sponsor and up to 44,096 Founder Shares held by the R▇▇▇ Designees shall be forfeited in an amount necessary to maintain the 30.0collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors Sponsor and advisors of the Company R▇▇▇ Designees after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (excluding any shares purchased in the Offering by the Sponsor and excluding the Representative Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below)R▇▇▇ Designees). 1.6.2 1.3.2. The R▇▇▇ Designees further agree that they will not sell, transfer, assign, pledge or hypothecate any of the Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Founder Shares held by the R▇▇▇ Designees will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Founder Shares held by the R▇▇▇ Designees shall contain legends to reflect the above FINRA and contractual transfer restrictions. 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees and the R▇▇▇ Designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) ), an aggregate of 3,400,000 warrants (the “Private Warrants” or “Private Securities”), at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. Of the Private Warrants, an aggregate of 200,000 units (“2,794,332 Private Placement Units”) (whether or not Warrants will be purchased by the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (Sponsor and 605,668 Private Warrants will be purchased by the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per shareR▇▇▇ Designees. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the R▇▇▇ Designees have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 240,000 additional Private Warrants (with the Sponsor purchasing 197,247 of such additional Private Warrants and the R▇▇▇ Designees purchasing 42,753 of such additional Private Warrants) and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.4.1. On November 16, 2021, the Company issued to MFH 1M▇▇▇▇▇ Canyon Acquisition Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary an aggregate of 4,312,500 shares (the “Founder Shares”) for a purchase price of class B common stock, $0.002 0.0001 par value per shareshare (the “Class B Common Stock”), for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. On January 26, 2022 the Sponsor surrendered and forfeited 1,006,250 Founder Shares for no consideration, following which the Sponsor holds 3,306,250 Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementStatement and forfeiture terms as set forth in the Forfeiture Agreement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 431,250 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below) in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1. On February 23, 2021, the Company issued to MFH 1DD3 Sponsor Group III, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, 4,312,500 shares of Class B common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors Common Stock of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding any shares purchased in the Representative Shares and Offering by the Class A Ordinary Shares underlying Sponsor or the Private Placement Units Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. Simultaneously with the Closing of the Offering on the Closing Date, the Sponsor and/or its designees and the Forward Purchaser (as defined below) will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 2,800,000 warrants (the “Private Warrants”) at a purchase price of $1.50 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and Forward Purchaser have also agreed that, in the event the Over-Allotment Option is exercised, they will purchase up to 300,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In 1.3.1. On March 202526, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company DC Rainier SPV LLC (the “Sponsor”), 12,321,429 ordinary the Company’s directors, the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for aggregate consideration of $25,000, an aggregate of 4,312,500 shares of common stock (the “Founder Shares”) for a purchase price of $0.002 per share, for including an aggregate purchase price of $25,000 1,265,000 shares of common stock issued to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees and the Company’s Chief Executive Officer and Chief Financial Officer will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 476,200 units (or 509,950 units if the over-allotment option is exercised in full) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and three-fourths of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 20252024, the Company issued to MFH 1, LLC, a Delaware limited liability company Tavia Sponsor Pte. Ltd. (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary shares an aggregate of 5,031,250 Class A Ordinary Shares (the “Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 656,250 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.020% ownership interest in the Ordinary Public Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $994, an aggregate of 200,000 Class A Ordinary Shares and (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Class A Ordinary Shares underlying included in the Private Placement Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined belowin Section 2.11) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.6.2 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below) ), an aggregate of 4,500,000 warrants (the “Private Warrants”), with the Sponsor purchasing 2,312,500 Private Warrants and the Representative and/or its designees purchasing 2,187,500 Private Warrants, at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 525,000 additional Private Warrants, with the Sponsor purchasing 269,792 Private Warrants and the Representative purchasing 255,208 Private Warrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1 In March 2025September 2021, the Company issued to MFH 1ROC Energy Holdings, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, 4,312,500 shares of common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Sponsor or the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 Simultaneously with 1.3.2 On the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 625,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one Right (the “Private Rights” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Rights are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it or its designees will purchase up to 67,500 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.6.3 1.3.3 The amount Company has issued to EarlyBirdCapital, Inc., 150,000 shares of Common Stock (the “EBC Founder Shares”), for an aggregate purchase price of $15.00, in a private placement intended to be exempt from registration under Section 4(a)(2) of the proceeds of Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Private Placement UnitsEBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, together assign or sell any EBC Founder Shares without the Company’s prior consent until 30 days after the completion of a Business Combination. The EBC Founder Shares are identical to the shares of Common Stock included in the Firm Units except the holders of EBC Founder Shares (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the proceeds Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days following the effective date of the Registration Statement, pursuant to FINRA Conduct Rule 5110(e)(1), to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, shall be used to maintain or (ii) a bona fide officer or partner of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Sponsor agrees EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that effective date of the amount in trust Registration Statement. The certificates for the EBC Founder Shares shall be equal contain legends to $10.00 per Class A Ordinary Share sold to reflect the public above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Offering, including Registration Rights Agreement (as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Unitsdefined in Section 2.24.5).

Private Placements. 1.6.1 In March 20251.4.1. The Company has issued to its shareholders prior to the Offering (collectively, the Company issued to MFH 1“Initial Shareholders”), LLCfor aggregate consideration of $25,000, a Delaware limited liability company 2,070,000 Ordinary Shares (the “Sponsor”), 12,321,429 ordinary shares (“Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 hereof). The Sponsor Initial Shareholders shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“a Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Initial Shareholders shall not have redemption conversion rights with respect to the Founder Shares nor shall it be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business CombinationInsider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 270,000 of the Founder Insider Shares shall be forfeited in an amount subject to forfeiture by the Initial Shareholders. The Initial Shareholders will be required to forfeit pro rata only a number of Ordinary Shares necessary to maintain the 30.0Initial Shareholders’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and the Class A Ordinary Shares underlying purchase of the Private Placement Units (defined below)and any shares purchased in the Offering). 1.6.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company1.4.2. The Initial Shareholders have committed, pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 belowhereof), to purchase from the Company an aggregate of 455,000 private Units (the “Private Units”) at a purchase price of $10.00 per Private Unit, simultaneously with the Closing Date, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not . The Initial Shareholders have also agreed that if the Over-Allotment Option is exercised)exercised by the Underwriters, each consisting they will purchase from the Company up to a maximum of one Class A Ordinary Share (54,000 additional Private Units pro rata with the “amount of the Over-Allotment Option exercised so that at least $10.20 per share sold to in the Offering is held in the Trust Account. The purchase price for the Private Shares”) and one-half one redeemable warrant (“Units to be sold in the Private Warrant”), with each whole warrant entitling Placement is being held in escrow on the holder to purchase one Class A Ordinary Share for $11.50 per sharedate hereof by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025July 2021, the Company issued to MFH 1the Company’s officers, LLC, a Delaware limited liability company directors or their affiliates (the “SponsorInsiders”), 12,321,429 ordinary for aggregate consideration of $25,000, 5,750,000 shares of Common Stock (the “Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 750,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0Insiders’ 20% ownership interest in the Ordinary Shares shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), shares of Common Stock included in the Private Units and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In August 2021, the Company issued to the Representative and its designees, for an aggregate of $20.00, 200,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Insiders, the Representative and/or its their respective designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) ), an aggregate of 905,000 units (the “Private Units”), with the Insiders purchasing 805,000 Private Units and the Representative purchasing 100,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Insiders and Representative have also agreed that, in the event the Over-allotment Option is exercised, they or their respective designees will purchase up to 105,000 additional Private Units, with the Insiders purchasing up to 90,000 Private Units and the Representative purchasing up to 15,000 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.15 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025February 2020, the Company issued to MFH 1GigAcquisitions3, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 650,000 units of the Company, plus an additional 39,000 units if the Over-Allotment Option is exercised in full (collectively, the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of 243,479 units of the Company, plus an additional 36,521 units if the Over-Allotment Option is exercised in full (collectively, the “Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of additional proceeds from the sale Underwriter Unit Purchase Agreement. The registered holder of the Private Placement Underwriter Units into (or any securities underlying the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale same) will not sell, transfer, assign, pledge or hypothecate any of the Private Placement Units, together Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the proceeds of the Offering, shall be used to maintain or (ii) a bona fide officer or partner of either of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Sponsor agrees Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result effective date of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement UnitsRegistration Statement.

Private Placements. 1.6.1 1.4.1. In March 2025June 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Digital Health Sponsor LLC (the “Sponsor”), 12,321,429 ordinary the Company’s directors, officers and advisors, for aggregate consideration of $25,000, an aggregate of 4,312,500 shares (the “Founder Shares”) for a purchase price of $0.002 per shareCommon Stock, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor, officers and certain advisors forfeited an aggregate of 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 509,000 units (or 557,000 units if the Over-Allotment Option is exercised on or prior to the Closing Date) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant to purchase one share of Common Stock (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025June 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Western Acquisition Ventures Sponsor LLC (the “Sponsor”), 12,321,429 ordinary for consideration of $25,000.00, 4,312,500 shares (the “Founder Shares”) for a purchase price of $0.002 per shareCommon Stock, for including an aggregate purchase price of $25,000 1,207,000 shares of Common Stock which were subsequently transferred by the Sponsor to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 22, 2021, the Company effected a 2:3 split of our common stock, and the Representative sold back to the Sponsor 55,000 founder shares, such that the Sponsor owns 2,125,000 founder shares, and the Representative owns 750,000 founder shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares (including 97,826 of the Representative’s Shares) shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ aggregate 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units (defined below)by the Respondents). 1.6.2 1.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 361,000 units (the “Private Placement Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant to purchase one share of Common Stock for $11.50 per whole share (the “Private Placement Warrants” and together with the Private Placement Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Placement Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. Simultaneously with the Option Closing Date, an aggregate of 200,000 units (“the Sponsor will purchase from the Company, pursuant to the Subscription Agreement, up to 15,000 additional Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting at a purchase price of one Class A Ordinary Share (the “$10.00 per Private Shares”) and one-half one redeemable warrant (“Placement Unit in a Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per sharePlacement. The terms of the Private Units Placement Units, Private Shares, and Private Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 2025, the 1.4.1. The Company issued to MFH 1, LLC, a Delaware limited liability company Bison Capital Holding Company Limited (the “Sponsor”) and the Company’s officers and directors (collectively, the “Insiders”), 12,321,429 ordinary shares for aggregate consideration of $25,000, 1,509,375 (as adjusted for a split effected as of the date hereof) Ordinary Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 hereof). The Sponsor Insiders shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it they be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 196,875 of the Founder Insider Shares shall be forfeited in an amount subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only a number of Ordinary Shares necessary to maintain the 30.0Insiders’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares and the Class A Ordinary Shares underlying purchase of the Private Placement Units (defined below)and any shares purchased in the Offering). 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees designees) and the Representative (and/or its designees) will purchase from the Company, Company pursuant to the Private Units Purchase a Subscription Agreement (as defined in Section 2.24.2 belowhereof), an aggregate of 362,500 Units and 26,250 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 39,375 and 3,937 additional Private Units, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.25 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025June 2024, the Company issued to MFH 1EBC Holdings, LLC, a Delaware limited liability company Inc. (the “SponsorEBC Holdings”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price aggregate consideration of $0.002 per share5,000, for an aggregate purchase price of $25,000 2,875,000 Ordinary Shares in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Thereafter, the Company effected a share dividend, resulting in there being an aggregate of 3,833,333 Ordinary Shares outstanding. In June 2025, EBC Holdings transferred an aggregate of 2,651,666 of such Ordinary Shares (such Ordinary Shares, the “Founder Shares,” and the 1,181,667 Ordinary Shares retained by EBC Holdings, the “EBC Founder Shares”) to LaFayette Sponsor LLC (the “Sponsor”), for an aggregate purchase price of approximately $3,459. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares or the EBC Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares and EBC Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares or EBC Founder Shares, as applicable, in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor holders of the Founder Shares and EBC Founder Shares shall not have redemption rights with respect to the Founder Shares or EBC Founder Shares, as applicable, nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. The Representative, on behalf of EBC Holdings, hereby (i) waives its redemption rights with respect to the EBC Founder Shares in connection with the completion of a Business Combination, (ii) waives its redemption rights with respect to the EBC Founder Shares in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association, and (iii) waives its rights to liquidating distributions from the Trust Account with respect to the EBC Founder Shares if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 340,000 of the Founder Shares and up to 160,000 of the EBC Founder Shares shall be forfeited in an amount necessary to maintain the 30.025% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”), together with EBC Holdings, after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Private Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below)) and any shares purchased in the Offering by the Insiders or EBC Holdings). 1.6.2 1.3.2. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 350,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 225,000 Private Units and the Representative and/or its designees purchasing 125,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 30,000 additional Private Units, with the Sponsor purchasing 19,286 Private Units and the Representative purchasing 10,714 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025June 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company Digital Health Sponsor LLC (the “Sponsor”), 12,321,429 ordinary the Company’s directors, officers and advisors, for aggregate consideration of $25,000, an aggregate of 4,312,500 shares (the “Founder Shares”) for a purchase price of $0.002 per shareCommon Stock, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2021, the Sponsor, officers and certain advisors forfeited an aggregate of 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 509,000 units (or 557,000 units if the Over-Allotment Option is exercised on or prior to the Closing Date) (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one warrant to purchase one share of Common Stock (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025February 2021, the Company issued to MFH 1GigAcquisitions5, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Offering, the Sponsor will surrender 4,312,500 for no consideration, so that upon such surrender, the Sponsor will own 5,735,000 Company Founder Shares. Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company’s Chief Financial Officer and 10,000 shares to Interest Solutions, LLC, a Connecticut limited liability company and an affiliate of ICR, LLC, an investor relations firm providing services to the Company (collectively with Interest Solutions, LLC “ICR”) (each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ICR, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 750,000 units of the Company, plus an additional 45,000 units if the Over-Allotment Option is exercised in full (the “Private Units”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount of additional proceeds from the sale of the Private Placement Units into delivered to the Trust Account such that on the amount of funds in Closing Date or the Trust Account shall be $10.00 per Public Share sold in Option Closing Date, as the Offeringcase may be. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025September 2020, the Company issued to MFH 1, LLC, a Delaware limited liability company Progress Capital I LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000 and 3,593,750 shares of Class B Common Stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 468,750 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $10.00, 125,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 3,950,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 375,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025November 2020, the Company issued to MFH 1, LLC, a Delaware limited liability company Special Sits General Partner I SA (the “SponsorInitial Holder”), 12,321,429 ordinary for aggregate consideration of $25,000, 2,875,000 shares of common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, (a) the Company effected a stock dividend of approximately 0.5 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding and (b) the Initial Holder transferred the Insider Shares to Springwater Promote LLC (the “Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $22.50, 225,000 shares of Common Stock in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In July 2021, the Company issued to the Representative and its designees, for an aggregate of $17.50, an additional 175,000 shares of Common Stock, resulting in the Representative and its designees owning an aggregate of 375,000 shares of Common Stock (the “Representative’s Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their respective designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 645,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they or their respective designees will purchase up to 67,500 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March August 2025, the Company issued to MFH 1, LLC, a Delaware limited liability company AfterNext Sponsor I LLC (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 an aggregate of 3,833,333 Class B ordinary shares shares, par value $0.0001 per share (the “Founder Shares”) for a purchase price of $0.002 per share), for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 500,000 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.025% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative EBC Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.6.2 1.3.2. In September 2025, the Company issued to the Representative and its designees, for an aggregate purchase price of $1,304.35, an aggregate of 200,000 Ordinary Shares (the “EBC Founder Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination, except to certain permitted transferees. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to Conduct Rule 5110(e)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 350,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Share (the “Private Shares”) and one Right (the “Private Rights”), with the Sponsor purchasing 250,000 Private Units and the Representative and/or its designees purchasing 100,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 30,000 additional Private Units, with the Sponsor purchasing 21,429 Private Units and the Representative purchasing 8,571 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025December 2020, the Company issued to MFH 1GigAcquisitions4, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 7,460,000 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company’s Chief Financial Officer, and 10,000 shares to ▇▇▇▇▇▇▇ ▇▇▇▇▇, one of the Company’s independent directors (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 975,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 800,000 units of the Company, plus an additional 50,000 units if the Over-Allotment Option is exercised in full (collectively, the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of 130,000 units of the Company, plus an additional 19,500 units if the Over-Allotment Option is exercised in full (collectively, the “Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of additional proceeds from the sale Underwriter Unit Purchase Agreement. The registered holder of the Private Placement Underwriter Units into (or any securities underlying the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale same) will not sell, transfer, assign, pledge or hypothecate any of the Private Placement Units, together Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the date of this Agreement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the proceeds of the Offering, shall be used to maintain or (ii) a bona fide officer or partner of either of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Sponsor agrees Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result date of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Unitsthis Agreement.

Private Placements. 1.6.1 In March 20251.3.1. On October 13, 2020, the Company issued to MFH 1DD3 Sponsor Group, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, 2,875,000 shares of Class B common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On December 7, 2020, the Company effectuated a dividend resulting in there being an aggregate of 3,162,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 412,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Private Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. Simultaneously with the Closing Date, the Sponsor and/or its designees and the Forward Purchasers (as defined in Section 2.28) will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 340,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and Forward Purchasers have also agreed that, in the event the Over-allotment Option is exercised, they will purchase up to 33,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In 1.3.1. On March 202526, 2021, the Company issued to MFH 1, LLC, a Delaware limited liability company DC Rainier SPV LLC (the “Sponsor”), 12,321,429 ordinary the Company’s directors, the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for aggregate consideration of $25,000, an aggregate of 4,312,500 shares of common stock (the “Founder Shares”) for a purchase price of $0.002 per share, for including an aggregate purchase price of $25,000 1,265,000 shares of common stock issued to the Representative (the “Representative’s Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees and the Company’s Chief Executive Officer and Chief Financial Officer will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 251,200 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025December 2020, the Company issued to MFH 1GigAcquisitions4, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 7,460,000 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On February 8, 2021, the Company effected a 1.2:1 stock split of the Common Stock, resulting in the Sponsor holding 8,952,000 shares of Common Stock. On February 8, 2021, prior to the stock split described in the preceding sentence, the Company issued shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company’s Chief Financial Officer, and 10,000 shares to ▇▇▇▇▇▇▇ ▇▇▇▇▇, one of the Company’s independent directors (each, an “Insider” and together, the “Insiders”), which resulted in them holding 6,000 and 12,000 Insider Shares, respectively, following the stock split. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 1,170,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 850,000 units of the Company (collectively, the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of 156,000 units of the Company, plus an additional 93,600 units if the Over-Allotment Option is exercised in full (collectively, the “Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of additional proceeds from the sale Underwriter Unit Purchase Agreement. The registered holder of the Private Placement Underwriter Units into (or any securities underlying the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale same) will not sell, transfer, assign, pledge or hypothecate any of the Private Placement Units, together Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the date of this Agreement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the proceeds of the Offering, shall be used to maintain or (ii) a bona fide officer or partner of either of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Sponsor agrees Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result date of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Unitsthis Agreement.

Private Placements. 1.6.1 1.3.1. In March 2025October 2019, the Company issued to MFH 1issued, LLCfor aggregate consideration of $25,000, a Delaware limited liability company 1,725,000 Class B ordinary shares (the “Sponsor”), 12,321,429 ordinary shares (“Founder Founders Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Founders Shares were subsequently transferred to LIV Capital Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders Shares. The Founder Founders Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Founders Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Founders Shares nor shall it be entitled to sell such Founder Founders Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 225,000 of the Founder Founders Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and any shares purchased in the Class A Ordinary Shares underlying Offering by the Private Placement Units Sponsor or the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 Simultaneously with the Closing Date1.3.2. In October 2019, the Sponsor and/or its designees will purchase from the Company, pursuant Company issued to the Private Units Purchase Agreement Representative and its designees, for an aggregate of $6.00, 60,000 Class B ordinary shares (as defined in Section 2.24.2 belowthe “Representative’s Shares”) in a private placement (the “Private Placement”) intended to be exempt from registration under Section 4(a)(2) of the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the Trust Account such that the amount of funds Ordinary Shares included in the Trust Account Firm Units except the holders (i) shall not be $10.00 per Public Share sold entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Offering. 1.6.3 The amount Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the proceeds Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the sale Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Private Placement Units, together Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement (as defined in Section 2.1.1 below) to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the proceeds of the Offering, shall be used to maintain or (ii) a bona fide officer or partner of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Sponsor agrees Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that effective date of the amount in trust Registration Statement. The certificates (or book entry positions) for the Representative’s Shares shall be equal contain legends to $10.00 per Class A Ordinary Share sold to reflect the public above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Offering, including Registration Rights Agreement (as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Unitsdefined in Section 2.24.5).

Private Placements. 1.6.1 In March 20251.4.1. On November 16, 2021, the Company issued to MFH 1M▇▇▇▇▇ Canyon Acquisition Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”)) for aggregate consideration of $25,000, 12,321,429 ordinary an aggregate of 4,312,500 shares (the “Founder Shares”) for a purchase price of class B common stock, $0.002 0.0001 par value per shareshare (the “Class B Common Stock”), for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementStatement and forfeiture terms as set forth in the Forfeiture Agreement. The Sponsor holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor , (ii) shall not have be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall it not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the 30.0holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors issued and advisors outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (excluding any shares purchased in the Offering and excluding the Representative any Private Shares and the Class A Ordinary Shares underlying purchased in the Private Placement Units by the Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, pursuant to the Private Units Purchase Agreement (as defined in Section 2.24.2 below) in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Company shall cause to be deposited an amount of additional proceeds from the sale of the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 20251.3.1. On August 12, 2020, the Company issued to MFH 1, LLC, a Delaware limited liability company Ignyte Sponsor LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, 1,437,500 shares of Common Stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share stock exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 187,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. In August 2020, the Company issued to the Representative and its designees, for an aggregate of $10.00, 100,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 2,350,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 150,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 In March 2025, the 1.3.1. The Company issued an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for aggregate consideration of $25,000, to MFH 1, LLC, a Delaware limited liability company Xiaosen Sponsor LLC (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 187,500 of the Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the 30.0% beneficial ownership interest in the Ordinary Shares percentage of the Sponsor, officers, directors and advisors Company’s shares held by the holders of the Company Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Insiders. 1.3.2. In July 2020, the Company issued to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “EBC Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, EarlyBirdCapital surrendered 2,250 EBC shares to the Company for no consideration. In August 2021, the Company issued to the Representative at $0.0001 per share, an aggregate of 155,250 Class B ordinary shares, par value $0.0001 per share (together with the EBC Shares, the “Representative Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined in Section 2.11) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.6.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 350,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 30,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 1.3.4. The amount Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date warrants (“Representative Warrants”) to purchase up to an aggregate of 172,500 Class A ordinary shares of the proceeds Company. Each of the sale of Representative Warrants is identical to the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold Warrants included in the OfferingFirm Units. AdditionallyOn the Closing Date, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust Company shall be equal to $10.00 per Class A Ordinary Share sold deliver to the public Representative certificates for the Representative Warrants in the Offering, including name or names and in such denominations as a result of the exercise of any Over-Allotment OptionRepresentative may request. There will be no underwriting fees or commissions due with respect to the The issuance of the Private Placement UnitsRepresentative Warrants will be registered on the Registration Statement.

Private Placements. 1.6.1 In March 2025, the 1.3.1. The Company issued an aggregate of 1,150,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), for aggregate consideration of $25,000, to MFH 1, LLC, a Delaware limited liability company Xiaosen Sponsor LLC (the “Sponsor”), 12,321,429 ordinary shares (“Founder Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In August 2021, the Company issued a share dividend of 0.25 shares for each Founder Share outstanding, resulting in the Sponsor holding 1,437,500 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, a share exchange, asset acquisitionshare reconstruction and amalgamation with, share purchasepurchasing all or substantially all of the assets of, recapitalizationentering into contractual arrangements with, reorganization or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor Insiders shall not have redemption conversion rights with respect to the Founder Shares nor shall it they be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 187,500 of the Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the 30.0% beneficial ownership interest in the Ordinary Shares percentage of the Sponsor, officers, directors and advisors Company’s shares held by the holders of the Company Founder Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), the Private Shares (defined below) and the purchase of any Firm Units in the Offering by the Insiders. 1.3.2. In July 2020, the Company issued to EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, at $0.0001 per share, an aggregate of 100,000 Class B ordinary shares, par value $0.0001 per share (the “EBC Shares”), in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, EarlyBirdCapital surrendered 2,250 EBC shares to the Company for no consideration. In August 2021, the Company issued to the Representative at $0.0001 per share, an aggregate of 155,250 Class B ordinary shares, par value $0.0001 per share. In October 2021, the Company issued 12,132 EBC shares to EarlyBirdCapital and 12,868 Class B ordinary shares to the Representative (together with the EBC Shares, the 155,250 Class B ordinary shares issued in August 2021, the “Representative Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined in Section 2.11) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares (or book entry positions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.6.2 1.3.3. Simultaneously with the Closing Date, the Sponsor and/or its designees will purchase from the Company, Company pursuant to the Private Units Purchase Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 500,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, it will purchase up to 45,000 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.30 per Public Share sold in the Offering. 1.6.3 1.3.4. The amount Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date warrants (“Representative Warrants”) to purchase up to an aggregate of 172,500 Class A ordinary shares of the proceeds Company. Each of the sale of Representative Warrants is identical to the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold Warrants included in the OfferingFirm Units. AdditionallyOn the Closing Date, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust Company shall be equal to $10.00 per Class A Ordinary Share sold deliver to the public Representative certificates for the Representative Warrants in the Offering, including name or names and in such denominations as a result of the exercise of any Over-Allotment OptionRepresentative may request. There will be no underwriting fees or commissions due with respect to the The issuance of the Private Placement UnitsRepresentative Warrants will be registered on the Registration Statement.

Private Placements. 1.6.1 1.3.1. In March 2025August 2019, the Company issued to MFH 1Galileo Founders Holdings, LLC, a Delaware limited liability company L.P. (the “Sponsor”), 12,321,429 ordinary shares for aggregate consideration of $25,000, 2,875,000 Ordinary Shares (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2019, the Company effectuated a share capitalization (“Share Capitalization”) resulting in the Sponsor holding an aggregate of 3,450,000 Insider Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) Combination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 450,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and any shares purchased in the Class A Ordinary Shares underlying Offering by the Private Placement Units Company’s officers, directors or their affiliates (defined below“Insiders”)). 1.6.2 1.3.2. In August 2019, the Company issued to the Representative and its designees, for an aggregate of $12.50, 150,000 Ordinary Shares (after giving effect to the Share Capitalization) (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees their designees) will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 3,750,000 Warrants (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“which the Sponsor will purchase 3,250,000 Private Placement Units”) (whether or not Warrants and the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Representative and/or its designees will purchase 500,000 Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per shareWarrants. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 360,000 additional Private Warrants (of which up to 312,000 Private Warrants would be purchased by the Sponsor and up to 48,000 Private Warrants would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025February 2021, the Company issued to MFH 1GigInternational1 Sponsor, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”) ), for a purchase price the aggregate consideration of $0.002 per share25,000, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, as follows: 5,000 shares to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company’s Chief Financial Officer, and 10,000 shares to Interest Solutions, LLC, an affiliate of ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “Insiders”). The 5,000 Insider Shares granted to ▇▇. ▇▇▇▇▇▇▇▇▇ will be subject to forfeiture and cancellation in the event ▇▇. ▇▇▇▇▇▇▇▇▇ resigns or is removed for cause from his position with the Company prior to the consummation of the Business Combination (as defined below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsor holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization reorganization, or other similar business combination with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. The holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founder Shares shall not have redemption conversion rights with respect to the Founder Shares nor shall it the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to 1,607,143 a maximum of the 750,000 Founder Shares shall be forfeited in an amount Shares, as is necessary to maintain the 30.0Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the Representative Shares issuance of the Private Units and the Class A Ordinary Shares underlying purchase by the Private Placement Units (defined below))Sponsor of any units in the Offering. 1.6.2 1.4.2. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units a Sponsor Unit Purchase Agreement (as defined in Section 2.24.2 below) an aggregate of 650,000 units of the Company (collectively, the “Private Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to an Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) an aggregate of 100,000 units of the Company, plus an additional 15,000 units if the Over-Allotment Option is exercised in full (collectively, the “Private Underwriter Units” and, together with the Private Sponsor Units, the “Private Units”), all at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The purchase price for the Private Sponsor Units has been delivered to CST&T or counsel for the Company shall cause or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be deposited an amount delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The purchase price for the Private Underwriter Units will be delivered in accordance with the terms of additional proceeds from the sale Underwriter Unit Purchase Agreement. Pursuant to FINRA Rule 5110(e)(1), the registered holder of the Private Placement Underwriter Units into (or any securities underlying the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale same) will not sell, transfer, assign, pledge or hypothecate any of the Private Placement Units, together Underwriter Units (or any such underlying securities) for a period of 180 days following the date of this Agreement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the proceeds of the Offering, shall be used to maintain or (ii) a bona fide officer, partner, associated person or affiliate of either of the amount in trust at $10.00 per Firm Unit sold in the OfferingRepresentatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e)(1), the Sponsor agrees Private Underwriter Units (and the securities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that if would result in the Over-Allotment Option is exercised, all economic disposition of the proceeds securities by any person for a period of such Over-Allotment Option will be deposited into 180 days immediately following the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result date of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Unitsthis Agreement.

Private Placements. 1.6.1 1.4.1 In March 2025August 2019, the Company issued to MFH 1, LLCMerida Capital Partners III LP, a Delaware limited liability company partnership (the “Sponsor”), 12,321,429 ordinary an aggregate of 2,875,000 shares of Common Stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In October 2019, the Sponsor transferred the Insider Shares to Merida Holdings, LLC, which currently holds the Insider Shares. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor Merida Holdings, LLC shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization reorganization, or other similar business combination combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expensesperiod. The Sponsor Merida Holdings, LLC shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it Merida Holdings, LLC be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that If the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, Merida Holdings, LLC shall forfeit such number of Insider Shares, up to 1,607,143 a maximum of the Founder Shares shall be forfeited in an amount 375,000 Insider Shares, as is necessary to maintain the 30.0its 20% beneficial ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the issuance of the Representative’s Shares (as defined below) and the purchase of any shares in the Offering. 1.4.2 In August 2019, the Company issued to the Representative and its designees an aggregate of 100,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Class A Ordinary Company in any tender offer in connection with a proposed Business Combination and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares underlying in the Private Placement Units event the Company fails to consummate a Business Combination within the required time period. Additionally, the registered holders of the Representative’s Shares will have registration rights with respect to the Representative’s Shares as set forth in the Registration Rights Agreement (as defined in Section 2.24.6 below). The registered holders of the Representative’s Shares will not sell during the offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares contain legends to reflect the above FINRA and contractual transfer restrictions. 1.6.2 1.4.3 Simultaneously with the Closing Date, the Sponsor and certain of the Company’s officers, directors, advisors and their respective affiliates (collectively with the Sponsor, the “Merida Purchasers”) and the Representative (and/or its designees designees) will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) ), 2,850,000 and 500,000 Warrants, respectively (collectively, the “Private Warrants”), at a purchase price of $1.00 per Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Merida Purchasers and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 255,224 and 44,776 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account Fund such that the amount of funds in the Trust Account Fund shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit unit sold in the Offering. Additionally, The purchase price for the Sponsor agrees Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will funds are readily available to be deposited into delivered to the Trust Account such that on the amount Closing Date or the Option Closing Date, as the case may be. The Representative will not sell during the offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in connection with the Offering, including as or (ii) a result bona fide officer or partner of the exercise Representative or of any Over-Allotment Optionsuch Underwriter or selected dealer. There Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Warrants owned by the Representative will not be no underwriting fees the subject of any hedging, short sale, derivative, put or commissions due with respect to call transaction that would result in the issuance economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Placement UnitsWarrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions.

Private Placements. 1.6.1 1.4.1. In March 2025May 2016 and May 2017, the Company issued to MFH 1Pensare Sponsor Group, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary ) and the Company’s director nominees and strategic advisors for aggregate consideration of $25,000 an aggregate of 7,187,500 shares of the Company’s common stock (the “Founder Founders’ Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In June 2017, the Sponsor transferred 1,575,000 of such shares to MasTec, Inc. (“MasTec”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have redemption conversion rights with respect to the Founder Founders’ Shares nor shall it they be entitled to sell such Founder Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 937,500 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture. The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the 30.0their collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding any shares purchased by them in the Representative Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined belowOffering)).. [_____], 2017 1.6.2 1.4.2. Simultaneously with the Closing Date, the Sponsor and/or its designees Sponsor, MasTec and the Representative will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) 5,750,000 warrants, 2,000,000 warrants and 1,250,000 warrants (collectively, the “Private Warrants”), respectively, at a purchase price of $1.00 per Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to 807,290 and 130,210 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.4.1. In March 2025October 2017, the Company issued to MFH 1Axis Public Ventures S. de R.L. ▇▇ C.V. (“Axis”), LLC, a Delaware limited liability company an affiliate of Axis Capital Management (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000 an aggregate of 2,875,000 shares of Common Stock (the “Founder Founders’ Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2018, Axis transferred 862,500 of such shares to Lion Point Capital, LP (“Lion Point”) for the same purchase price originally paid for such shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Founders’ Shares. The Founder Founders’ Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementEscrow Agreement (as defined in Section 2.24.3 below). The Sponsor holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Founders’ Shares in the event the Company fails to consummate any proposed an initial merger, share exchange, asset acquisition, share stock purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside period. Additionally, the holders of the Trust Account remaining after payment of all fees and expenses. The Sponsor Founders’ Shares shall not have redemption conversion rights with respect to the Founder Founders’ Shares nor shall it they be entitled to sell such Founder Founders’ Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 375,000 of the Founder Founders’ Shares shall be forfeited in an amount subject to forfeiture (on a pro rata basis between the Sponsor and Lion Point, based on their respective ownership of Founders’ Shares). The holders of the Founders’ Shares will be required to forfeit only a number of Founders’ Shares necessary to maintain the 30.0their collective 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Shares Private Units and any shares purchased by them in the Class A Ordinary Shares underlying the Private Placement Units (defined below)Offering). 1.6.2 1.4.2. The Company has entered into a Forward Purchase Contract, dated as of February 20, 2018, with Lion Point (the “Forward Purchase Contract”), pursuant to which Lion Point agreed to purchase an aggregate of 3,000,000 Units (the “Forward Purchase Units”), for an aggregate purchase price of $30,000,000, in a private placement transaction to occur substantially concurrently with the closing of the initial Business Combination, all on the terms set forth in the Forward Purchase Contract. The Forward Purchase Units will be substantially similar to the Firm Units. 1.4.3. Simultaneously with the Closing Date, the Sponsor and/or its designees Axis and Lion Point will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below) an aggregate of 400,000 Units (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below)) and are substantially identical to the Firm Units except as set forth in the Prospectus. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Axis and Lion Point have also agreed that, in the event the Representative has exercised the Over-allotment Option, they (and/or their designees) will purchase up to an aggregate of 45,000 additional Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per share of Common Stock included in the Public Share Securities sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025November 2020, the Company issued to MFH 1, LLC, a Delaware limited liability company Special Sits General Partner I SA (the “SponsorInitial Holder”), 12,321,429 ordinary for aggregate consideration of $25,000, 2,875,000 shares of common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). In February 2021, (a) the Company effected a stock dividend of approximately 0.5 shares for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding and (b) the Initial Holder transferred the Insider Shares to Springwater Promote LLC (the “Sponsor”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 562,500 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. In December 2020, the Company issued to the Representative and its designees, for an aggregate of approximately $22.50, 225,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In July 2021, the Company issued to the Representative and its designees, for an aggregate of $17.50, an additional 175,000 Representative’s Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of the Business Combination. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e) (1) following the commencement of sales of the Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) an officer, partner, associated person or affiliate of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e)(1), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales of the Offering. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and/or its their respective designees will purchase from the Company, Company pursuant to the Private Units Purchase Agreement Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 645,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“Private Placement Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and Representative have also agreed that, in the event the Over-allotment Option is exercised, they or their respective designees will purchase up to 67,500 additional Private Units and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 10.10 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.

Private Placements. 1.6.1 1.3.1. In March 2025November 2020, the Company issued to MFH 1Property Solutions Acquisition Sponsor II, LLC, a Delaware limited liability company LLC (the “Sponsor”), 12,321,429 ordinary for aggregate consideration of $25,000, 5,750,000 shares of common stock (the “Founder Insider Shares”) for a purchase price of $0.002 per share, for an aggregate purchase price of $25,000 in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)) and on February 18, 2021, the Sponsor transferred 15,000 Insider Shares to each of the Company’s independent directors at their original purchase price. In February 2021, the Company effected a stock dividend of 0.25 shares for each outstanding share, resulting in there being an aggregate of 7,187,500 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Insider Shares. The Founder Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsor shall holders of the Insider Sharesshall have no right to any liquidation distributions with respect to any portion of the Founder Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsor shall holders of the Insider Sharesshall not have redemption conversion rights with respect to the Founder Insider Shares nor shall it they be entitled to sell such Founder Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 1,607,143 750,000 of the Founder Insider Shares shall be forfeited in an amount necessary to maintain the 30.0Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsor, officers, directors and advisors of the Company Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative Representative’s Shares and the Class A Ordinary Shares underlying the Private Placement Units (defined below), Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.6.2 1.3.2. In January 2021, the Company issued to the Representative and its designees, for an aggregate of approximately $870.00, 250,000 shares of Common Stock (the “Representative’s Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or its designees their designees) will purchase from the Company, Company pursuant to the Private Placement Units Purchase Agreement Agreements (as defined in Section 2.24.2 below), an aggregate of 705,000 units (the “Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, an aggregate of 200,000 units (“which the Sponsor will purchase 580,000 Private Placement Units and the Representative and/or its designees will purchase 125,000 Private Units”) (whether or not the Over-Allotment Option is exercised), each consisting of one Class A Ordinary Share (the “Private Shares”) and one-half one redeemable warrant (“Private Warrant”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share. The terms of the Private Units Units, Private Shares and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and Representative have also agreed that, in the event the Over-allotment Option is exercised, they will purchase up to 75,000 additional Private Units, of which the Sponsor will purchase 56,250 Private Units and the Representative and/or its desigenes will purchase 18,750 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of the such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering. 1.6.3 The amount of the proceeds of the sale of the Private Placement Units, together with the proceeds of the Offering, shall be used to maintain the amount in trust at $10.00 per Firm Unit sold in the Offering. Additionally, the Sponsor agrees that if the Over-Allotment Option is exercised, all of the proceeds of such Over-Allotment Option will be deposited into the Trust Account such that the amount in trust shall be equal to $10.00 per Class A Ordinary Share sold to the public in the Offering, including as a result of the exercise of any Over-Allotment Option. There will be no underwriting fees or commissions due with respect to the issuance of the Private Placement Units.