Common use of Private Placements Clause in Contracts

Private Placements. 1.3.1. In February 2023, the Company issued to B▇▇▇▇ Holding LP, a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors shall have no right to any liquidation distributions with respect to any portion of the 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, 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 Sponsors shall not have conversion rights with respect to the Insider Shares nor shall they be entitled to sell such 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 225,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the Ordinary Shares of the Sponsors, 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), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 Sponsors, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023November 2022, March 2023 and January 2024, the Company issued an aggregate of 1,725,000 founder shares to B▇▇▇▇ Holding LP, a Delaware limited partnership DT Cloud Star Management Limited (the “B▇▇▇▇ ▇▇Sponsor”) for an aggregate consideration purchase price of $25,000, or approximately $0.014 per share, including an aggregate of 1,725,000 Ordinary up to 225,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative’s Shares) (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementStatement and the Letter Agreements (as defined in Section 2.24.1). The Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023Offering, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 Ordinary any Private 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 purchased in the event Private Placement by the Company fails to consummate a Business Combination within Sponsor or the required time period. The holders of the EBC Founder Shares will not sellCompany’s officers, transfer, assign, pledge directors or hypothecate their affiliates (“Insiders”) and 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 2.24.5Representative’s Shares). 1.3.31.4.2. Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to the Private Placement Units Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 units 193,400 Units (or 206,900 Units if the Over-Allotment Option is exercised in full, or such number of Units such that at least $10.00 per Public Unit sold is held in the Trust Account) (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), Right” and together with Createcharm purchasing 312,000 the Private Units and Private Shares, the Representative and/or its designees purchasing 18,000 “Private UnitsSecurities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.1. 1.6.1 In February 2023April 2025, the Company issued to B▇. ▇▇▇▇▇ Holding LPSponsor I LLC, a Delaware limited partnership liability company (the “Sponsor”), 12,321,429 ordinary shares (“B▇▇▇▇ ▇▇Founder Shares”) for aggregate consideration a purchase price of $25,0000.002 per share, for an aggregate purchase price of 1,725,000 Ordinary Shares (the “Insider Shares”) $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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall they it be entitled to sell such Insider 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 225,000 1,607,143 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the 2030.0% ownership interest in the Ordinary Shares of the SponsorsSponsor, 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 Representative 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). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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. 1.6.2 Simultaneously with the Closing Date, the Sponsors, the Representative Sponsor and/or their its designees will purchase from the Company Company, pursuant to the Private Units Purchase Agreements Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the The Company shall cause to be deposited an amount of additional proceeds from the sale of such additional the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 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. 1.3.1. In February 2023March 2024, the Company issued to B▇▇▇▇ Holding LP, a Delaware limited partnership Tavia Sponsor Pte. Ltd. (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, an aggregate of 1,725,000 5,031,250 Class A Ordinary Shares (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion In October 2024, the Sponsor contributed an aggregate of the Insider 1,697,917 Founder Shares to Createcharm Holdings Ltdthe Company for cancellation, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”)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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall they it be entitled to sell such Insider 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 225,000 500,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the 2025% ownership interest in the Ordinary Public Shares of the SponsorsSponsor, 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), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 20232024, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00994, 180,000 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 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 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). 1.3.3. Simultaneously with the Closing Date, the SponsorsSponsor, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 350,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm the Sponsor purchasing 312,000 225,000 Private Units and the Representative and/or its designees purchasing 18,000 125,000 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. 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. Createcharm 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 31,500 37,500 additional Private Units, with Createcharm the Sponsor purchasing 29,782 24,107 Private Units and the Representative purchasing 1,718 13,393 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.05 per Public Share sold in the Offering.

Private Placements. 1.3.1. 1.4.1 In February 2023June 2025, the Company issued an aggregate of 2,012,500 Class B ordinary shares to B▇▇▇▇ Holding LPWestin Investment Co. Ltd., a Delaware limited partnership Cayman Islands exempted company (the “B▇▇▇▇ ▇▇Sponsor”) for an aggregate consideration purchase price of $25,000, or approximately $0.0124 per share, including an aggregate of 1,725,000 Ordinary up to 262,500 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Founder Shares (as defined below) will represent approximately 25.93% of the 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 defined below) and the Representative Shares) (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 262,500 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the 20approximately 25.93% ownership interest by the holders of Founder Shares in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023Offering, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 Ordinary any Private 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 purchased in the event Private Placement by the Company fails to consummate a Business Combination within Sponsor or the required time period. The holders of Company’s officers, directors or their affiliates (the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate “Insiders”) and 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 2.24.5Shares). 1.3.3. 1.4.2 Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Private Placement Units Subscription Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 220,000 units (or 235,000 units if the Over- Allotment Option is exercised in full) (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), Right” and together with Createcharm purchasing 312,000 the Private Units and Private Shares, the Representative and/or its designees purchasing 18,000 “Private UnitsSecurities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). 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. Createcharm and Prior to the Representative have also agreed thatdate hereof, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, Sponsor and the Company shall cause provide to the Representative proof satisfactory to the Representative that the aggregate consideration of $2,220,000 to be deposited an amount of additional proceeds from paid for the sale of such additional Private Units into the Trust Account such that the amount of funds is in the Trust Account shall be $10.10 per Public Share sold in the OfferingSponsor’s bank account.

Private Placements. 1.3.1. In February 2023, the The Company issued to B▇▇▇▇ Holding LPan aggregate of 1,150,000 Class B ordinary shares, a Delaware limited partnership par value $0.0001 per share (the “B▇▇▇▇ ▇▇Class B Shares”) ), for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇In August 2021, the Company issued a share dividend of 0.25 shares for each Class B Share outstanding, resulting in the Sponsor holding 1,437,500 Class B Shares. In January 2023, the Company effected a share dividend of 0.2 shares for each Class B Share outstanding, resulting in the Sponsor holding 1,725,000 Class B Shares and thereafter redesignated our issued and outstanding Class B Shares into Ordinary Shares (the “SponsorsFounder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall they be entitled to sell such Insider 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 225,000 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Representative’s Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders). 1.3.2. In March 2023July 2020, the Company issued to the Representative EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, for at $0.0001 per share, an aggregate purchase price of $2,520.00, 180,000 Ordinary 100,000 Class B Shares (the “EBC Founder 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 Class B 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 Shares. In October 2021, the Company issued 12,132 Class B Shares to EarlyBirdCapital and 12,868 Class B Shares to the Representative. In January 2023, EarlyBirdCapital and the Representative contributed the foregoing 278,000 Class B Shares to the Company for cancellation and the Company issued to EarlyBirdCapital and the Representative an aggregate of 278,000 Ordinary Shares (the foregoing shares collectively referred to herein as the “Representative Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The EBC Founder 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 EBC Founder 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 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) 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 Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(15110(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(e5110(g), the EBC Founder 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 EBC Founder Representative’s Shares (or uncertificated book-book entry forms if no certificates are preparedpositions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 500,000 Units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees it will purchase up to 31,500 45,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.20 per Public Share sold in the Offering. 1.3.4. The 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 Company. Each of the Representative Warrants is identical to the Warrants included in the Firm Units. On the Closing Date, the Company shall deliver to the Representative certificates for the Representative Warrants in the name or names and in such denominations as the Representative may request. The issuance of the Representative Warrants will be registered on the Registration Statement.

Private Placements. 1.3.1. In February 2023August 2024, the Company issued to B▇▇▇▇ Holding LPRange Capital Acquisition Sponsor, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, an aggregate of 1,725,000 4,312,500 Ordinary Shares (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇In November 2024, the “Sponsors”)Sponsor contributed back to the Company, for no consideration, an aggregate of 479,167 Founder Shares, 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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall they it be entitled to sell such Insider 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 225,000 500,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the 2025% ownership interest in the Ordinary Shares of the SponsorsSponsor, 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), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023August 2024, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.002,318.84, 180,000 an aggregate of 400,000 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 November 2024, the Representative contributed back to the Company, for no consideration, an aggregate of 133,333 EBC Founder Shares, resulting in there being an aggregate of 266,667 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 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 periodperiod 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 SponsorsSponsor, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 400,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm the Sponsor purchasing 312,000 300,000 Private Units and the Representative and/or its designees purchasing 18,000 100,000 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. 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. Createcharm 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 31,500 37,500 additional Private Units, with Createcharm the Sponsor purchasing 29,782 28,125 Private Units and the Representative purchasing 1,718 9,375 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.05 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 20232020, the Company issued to B▇▇▇▇ Holding LPGigAcquisitions3, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider Shares”) 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ (each, an “Insider” and together, the “SponsorsInsiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 650,000 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and The purchase price for the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up Private Sponsor Units has been delivered to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and 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 such additional Private Units into 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 the Underwriter Unit Purchase Agreement. The registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private 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 Offering, or (ii) a bona fide officer or partner of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the 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 the amount of funds would result in the Trust Account shall be $10.10 per Public Share sold in economic disposition of the Offeringsecurities by any person for a period of 180 days immediately following the effective date of the Registration Statement.

Private Placements. 1.3.11.4.1. In February 2023On May 28, 2021, the Company issued to B▇▇▇▇ Holding LPRelativity Acquisition Sponsor LLC (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares 3,750,000 shares (the “Insider Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”). On December 14, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 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. B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings LtdOn January 12, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇2022, the “Sponsors”)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 Insider Founder Shares. The Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 468,750 of the Insider 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 holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 Shares1.4.2. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the CompanyRepresentative’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 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 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 dealerSelected Dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the EBC Founder 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 EBC Founder Representative’s 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 Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.31.4.3. Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to the Private Units Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 472,500 units (or 510,000 units if the Over-Allotment Option is exercised in full) (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares share of Common Stock (the “Private Shares”) and one Right warrant (the “Private Rights”), Warrants” and together with Createcharm purchasing 312,000 the Private Units and Private Shares, the Representative and/or its designees purchasing 18,000 “Private UnitsSecurities”), 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. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.1. In February 2023June 2024, the Company issued to B▇▇▇▇ Holding LPEBC Holdings, a Delaware limited partnership Inc. (“B▇▇▇▇ ▇▇EBC Holdings”) ), for aggregate consideration of $25,0005,000, an aggregate of 1,725,000 2,875,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter In March 2025, EBC Holdings transferred a portion an aggregate of the Insider 2,165,000 of such Ordinary Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇such Ordinary Shares, the “SponsorsFounder Shares,” and the 710,000 Ordinary Shares retained by EBC Holdings, the “EBC Founder Shares”)) to Indigo Sponsor Group, LLC (the “Sponsor”) and the Company’s three independent director nominees, for an aggregate purchase price of approximately $3,765. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares or the EBC Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Founder Shares and EBC Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors holders of the Founder Shares and EBC Founder Shares shall not have conversion redemption rights with respect to the Insider Founder Shares or EBC Founder Shares, as applicable, nor shall they be entitled to sell such Insider 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 225,000 282,391 of the Insider Founder Shares and up to 92,609 of the EBC Founder Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the Ordinary Shares of the SponsorsSponsor, 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 EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the InsidersInsiders or EBC Holdings). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 SponsorsSponsor, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 350,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm the Sponsor purchasing 312,000 225,000 Private Units and the Representative and/or its designees purchasing 18,000 125,000 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. 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. Createcharm 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 31,500 30,000 additional Private Units, with Createcharm the Sponsor purchasing 29,782 19,286 Private Units and the Representative purchasing 1,718 10,714 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.1. 1.4.1 In February 2023connection with the Company’s organization, the Company issued to B▇▇▇▇ Holding LP, a Delaware limited partnership (“B▇▇▇▇ ▇▇▇ Holding Limited (the “Sponsor”) ), for an aggregate consideration of $25,000, an aggregate 1,504,688 shares of 1,725,000 Ordinary Shares Common Stock (the “Insider Founder Shares”) (up to 192,188 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). B▇▇▇▇ ▇▇ thereafter The Sponsor subsequently transferred a portion certain of the Insider Founder Shares pursuant to Createcharm Holdings Ltd, a British Virgin Islands company share transfer agreement (“Createcharm” and together with B▇▇▇▇ ▇▇, Share Transfer Agreement”) to certain of the “Sponsors”)other Insider Stockholders. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider SharesPrivate Placement. The Insider Shares shall be held in escrow and subject to restrictions on transfer Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or earlier, in each case, if, subsequent to the Business Combination, the Company (1) consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property or (2) consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team. The Sponsors Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities (“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 Sponsors Insider Stockholders shall not have conversion redemption rights with respect to the Insider Shares nor shall they be entitled to sell such Insider Shares to Founder Shares. In the Company in any tender offer in connection with a proposed Business Combination. To the extent event that the Over-allotment Option is not exercised by in full, the Underwriters in full or in part, up Insider Stockholders will be required to 225,000 forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the Insider Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option and including the purchase of the Placement Units (and excluding the EBC Founder Shares (defined below), the Private Shares (as defined below) and any shares purchased in the Offering by the Insiders)Sponsor. 1.3.2. In March 20231.4.2 Simultaneously with the Closing Date, the Sponsor will consummate the purchase from the Company issued pursuant to the Representative and its designeesSubscription Agreement (as defined in Section 2.21.2 hereof), for an aggregate of 250,000 units which units are identical to the Firm Units except as described below (the “Placement Units”) at a purchase price of $2,520.00, 180,000 Ordinary Shares (the “EBC Founder Shares”) 10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” The Warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon exercise of the Placement Warrants, are hereinafter referred to collectively as the “Placement Securities.” 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 Placement Units sold 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 Sponsors, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event that the Over-allotment Option is exercisedexercised by the Underwriter, they and/or their designees the Sponsor will purchase up to 31,500 18,750 additional Private UnitsPlacement Units in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Sponsor or its permitted transferees. None of the Placement Securities may be sold, with Createcharm purchasing 29,782 Private Units assigned or transferred by the Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities, the Underwriter’s Securities and the Representative purchasing 1,718 Private Units, and Founder Shares are hereinafter referred to collectively as the Company shall cause to be deposited an amount of additional “Securities.” The proceeds from the sale of such additional Private the Placement Units shall be deposited into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the OfferingAccount.

Private Placements. 1.3.1. In February 2023June 2021, the Company issued to B▇▇▇▇ Holding LPWestern Acquisition Ventures Sponsor LLC (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,00025,000.00, 4,312,500 shares (the “Founder Shares”) of Common Stock, including an aggregate of 1,725,000 Ordinary Shares 1,207,500 shares of Common Stock which were subsequently transferred by the Sponsor to the Representative (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings LtdOn November 22, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇2021, the “Sponsors”)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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 375,000 of the Insider Founder Shares (including 97,826 of the Representative’s Shares) shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ aggregate 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the InsidersRespondents). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 CompanyRepresentative’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 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 EBC Founder 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 EBC Founder Representative’s 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 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company Company, pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 361,000 units (the “Private Placement Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares share of Common Stock (the “Private Shares”) and one Right warrant to purchase one share of Common Stock for $11.50 per whole share (the “Private RightsPlacement Warrants” and together with the Private Placement Units and Private Shares, the “Private Securities”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units), 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, the Sponsor will purchase from the Company, pursuant to the Subscription Agreement, up to 15,000 additional Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a Private Placement. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 20232021, the Company issued to B▇▇▇▇ Holding LPGigInternational1 Sponsor, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe 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 “SponsorsInsiders”). 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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 650,000 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and The purchase price for the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up Private Sponsor Units has been delivered to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and 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 such additional Private Units into 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 the Underwriter Unit Purchase Agreement. Pursuant to FINRA Rule 5110(e)(1), the registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private 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 Offering, or (ii) a bona fide officer, partner, associated person or affiliate of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e)(1), the 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 the amount of funds would result in the Trust Account shall be $10.10 per Public Share sold in economic disposition of the Offeringsecurities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.3.1. In February 2023March 2024, the Company issued to B▇▇▇▇ Holding LP, a Delaware limited partnership Tavia Sponsor Pte. Ltd. (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, an aggregate of 1,725,000 5,031,250 Class A Ordinary Shares (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall they it be entitled to sell such Insider 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 225,000 656,250 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the Ordinary Public Shares of the SponsorsSponsor, 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), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 20232024, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00994, 180,000 an aggregate of 200,000 Class A 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 Class A 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 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). 1.3.3. Simultaneously with the Closing Date, the SponsorsSponsor, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units 4,500,000 warrants (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private RightsWarrants”), with Createcharm the Sponsor purchasing 312,000 2,312,500 Private Units Warrants and the Representative and/or its designees purchasing 18,000 2,187,500 Private UnitsWarrants, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm 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 31,500 525,000 additional Private UnitsWarrants, with Createcharm the Sponsor purchasing 29,782 269,792 Private Units Warrants and the Representative purchasing 1,718 255,208 Private UnitsWarrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023On November 16, 2021, the Company issued to BM▇▇▇▇▇ Holding LPCanyon Acquisition Sponsor, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares 4,312,500 shares (the “Insider Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider 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 Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 431,250 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Insiders). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 officers, directors or their affiliates (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“Insiders”), 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 Sponsors, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.1. In February 2023June 2021, the Company issued to B▇▇▇▇ Holding LPWestern Acquisition Ventures Sponsor LLC (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,00025,000.00, 4,312,500 shares (the “Founder Shares”) of Common Stock, including an aggregate of 1,725,000 Ordinary Shares 1,207,000 shares of Common Stock which were subsequently transferred by the Sponsor to the Representative (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings LtdOn November 22, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇2021, the “Sponsors”)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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 375,000 of the Insider Founder Shares (including 97,826 of the Representative’s Shares) shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ aggregate 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the InsidersRespondents). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 CompanyRepresentative’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 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 EBC Founder 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 EBC Founder Representative’s 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 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company Company, pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 361,000 units (the “Private Placement Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares share of Common Stock (the “Private Shares”) and one Right warrant to purchase one share of Common Stock for $11.50 per whole share (the “Private RightsPlacement Warrants” and together with the Private Placement Units and Private Shares, the “Private Securities”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units), 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, the Sponsor will purchase from the Company, pursuant to the Subscription Agreement, up to 15,000 additional Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a Private Placement. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023, the The Company issued to B▇▇▇▇ Holding LPTwelve Seas Sponsor I LLC (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate of 1,725,000 4,312,500 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter In December 2017, the Sponsor transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company the Company’s officers and directors (“Createcharm” and together with B▇▇▇▇ ▇▇collectively, the “SponsorsInsiders”). In May 2018, the Sponsor returned 1,437,500 Insider Shares to the Company for cancellation. In June 2018, the Company effectuated a 1.5-for-1 dividend of the outstanding Ordinary Shares, resulting in an aggregate of 4,312,500 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 Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Insiders shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Insiders shall not have conversion rights with respect to the Insider Shares nor shall they be entitled to sell such 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 225,000 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares of the Sponsors, 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)purchase by the Sponsor of the Private Units, the Private Representative’s Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 415,000 Units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option is exercisedOption, they and/or their designees it will purchase up to 31,500 45,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.1. 1.3.1 In February 2023September 2021, the Company issued to B▇▇▇▇ Holding LPROC Energy Holdings, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) ), for aggregate consideration of $25,000, an aggregate 4,312,500 shares of 1,725,000 Ordinary Shares common stock (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion rights with respect to the Insider Shares nor shall they it be entitled to sell such 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 225,000 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (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”)). 1.3.2. In March 20231.3.2 On the Closing Date, the Sponsor will purchase from the Company pursuant to the 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. The terms of the Private 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 such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering. 1.3.3 The Company has issued to EarlyBirdCapital, Inc., 150,000 shares of Common Stock (the Representative and its designees“EBC Founder Shares”), for an aggregate purchase price of $2,520.0015.00, 180,000 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 30 days after the completion of an initial a Business Combination. The EBC Founder Shares are identical to the Ordinary Shares 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 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 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, 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 Sponsors, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 20232021, the Company issued to B▇▇▇▇ Holding LPGigAcquisitions6, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe 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 ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “SponsorsInsiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 1,312,500 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 1,000,000 units of the Company, plus an additional 100,000 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 175,000 units of the Company, plus an additional 26,250 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and The purchase price for the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up Private Sponsor Units has been delivered to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and 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 such additional Private Units into 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 the Underwriter Unit Purchase Agreement. Pursuant to FINRA Rule 5110(e)(1), the registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private 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 Offering, or (ii) a bona fide officer, partner, associated person or affiliate of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e)(1), the 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 the amount of funds would result in the Trust Account shall be $10.10 per Public Share sold in economic disposition of the Offeringsecurities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.3.11.4.1. In February 20232020, the Company issued to B▇▇▇▇ Holding LPGigAcquisitions3, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider Shares”) 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ (each, an “Insider” and together, the “SponsorsInsiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 650,000 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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 (1) following the date of this Agreement 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 either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Placement. Createcharm Underwriter Units (and the Representative have also agreed thatsecurities underlying the same) will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the event economic disposition of the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and securities by any person for a period of 180 days immediately following the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount date of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offeringthis Agreement.

Private Placements. 1.3.1. In February 2023, the The Company issued to B▇▇▇▇ Holding LPan aggregate of 1,150,000 Class B ordinary shares, a Delaware limited partnership par value $0.0001 per share (the “B▇▇▇▇ ▇▇Founder Shares”) ), for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇In August 2021, the “Sponsors”)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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall they be entitled to sell such Insider 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 225,000 187,500 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Representative’s Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders). 1.3.2. In March 2023July 2020, the Company issued to the Representative EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, for at $0.0001 per share, an aggregate purchase price of 100,000 Class B ordinary shares, par value $2,520.00, 180,000 Ordinary Shares 0.0001 per share (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The EBC Founder 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 EBC Founder 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 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) 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 Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(15110(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(e5110(g), the EBC Founder 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 EBC Founder Representative’s Shares (or uncertificated book-book entry forms if no certificates are preparedpositions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 350,000 Units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees it will purchase up to 31,500 30,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering. 1.3.4. The 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 Company. Each of the Representative Warrants is identical to the Warrants included in the Firm Units. On the Closing Date, the Company shall deliver to the Representative certificates for the Representative Warrants in the name or names and in such denominations as the Representative may request. The issuance of the Representative Warrants will be registered on the Registration Statement.

Private Placements. 1.3.1. In February 2023October 2019, the Company issued to B▇▇▇▇ Holding LPissued, a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares Class B ordinary shares (the “Insider Founders 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”). B▇▇▇▇ ▇▇ thereafter The Founders Shares were subsequently transferred a portion of the Insider Shares to Createcharm Holdings LtdLIV Capital Acquisition Sponsor, L.P., a British Virgin Cayman Islands company exempted limited partnership (the “Createcharm” and together with B▇▇▇▇ ▇▇Sponsor”). In December 2019, the “Sponsors”)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 Insider Founders Shares. The Insider Founders Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion rights with respect to the Insider Founders Shares nor shall they it be entitled to sell such Insider 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 225,000 262,500 of the Insider Founders Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsors, 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 Representative’s Shares (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”)). 1.3.2. In March 2023October 2019, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.006.00, 180,000 Ordinary Shares 70,000 Class B ordinary shares (after giving effect to the share dividend referred to in Section 1.3.1) (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder 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 EBC Founder 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 EBC Founder 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 certain amendments to the Charter Documents (as defined below) relating to pre-Business Combination activity 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 EBC Founder Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(15110(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(e5110(g), the EBC Founder 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 EBC Founder Representative’s 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 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to the Warrant Purchase Agreements Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 2,575,000 Warrants (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private SharesWarrants”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees it will purchase up to 31,500 236,250 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023December 2020, the Company issued to B▇▇▇▇ Holding LPGigAcquisitions4, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 7,460,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred On February 8, 2021, the Company effected a portion 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 to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe 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 “SponsorsInsiders”), 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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 1,170,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 850,000 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and The purchase price for the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up Private Sponsor Units has been delivered to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and 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 such additional Private Units into 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 the Underwriter Unit Purchase Agreement. The registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private 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 Offering, or (ii) a bona fide officer or partner of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the 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 the amount of funds would result in the Trust Account shall be $10.10 per Public Share sold in economic disposition of the Offeringsecurities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.3.11.4.1. In February 20232020, the Company issued to B▇▇▇▇ Holding LPGigAcquisitions3, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider Shares”) 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ (each, an “Insider” and together, the “SponsorsInsiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 650,000 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and The purchase price for the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up Private Sponsor Units has been delivered to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and 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 such additional Private Units into 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 the Underwriter Unit Purchase Agreement. The registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private 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 Offering, or (ii) a bona fide officer or partner of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the 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 the amount of funds would result in the Trust Account shall be $10.10 per Public Share sold in economic disposition of the Offeringsecurities by any person for a period of 180 days immediately following the effective date of the Registration Statement.

Private Placements. 1.3.1. In February 2023, the The Company issued to B▇▇▇▇ Holding LPan aggregate of 1,150,000 Class B ordinary shares, a Delaware limited partnership par value $0.0001 per share (the “B▇▇▇▇ ▇▇Founder Shares”) ), for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇In August 2021, the “Sponsors”)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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall they be entitled to sell such Insider 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 225,000 187,500 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Representative’s Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders). 1.3.2. In March 2023July 2020, the Company issued to the Representative EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, for at $0.0001 per share, an aggregate purchase price of 100,000 Class B ordinary shares, par value $2,520.00, 180,000 Ordinary Shares 0.0001 per share (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The EBC Founder 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 EBC Founder 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 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) 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 Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(15110(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(e5110(g), the EBC Founder 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 EBC Founder Representative’s Shares (or uncertificated book-book entry forms if no certificates are preparedpositions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 350,000 Units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees it will purchase up to 31,500 30,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering. 1.3.4. The 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 Company. Each of the Representative Warrants is identical to the Warrants included in the Firm Units. On the Closing Date, the Company shall deliver to the Representative certificates for the Representative Warrants in the name or names and in such denominations as the Representative may request. The issuance of the Representative Warrants will be registered on the Registration Statement.

Private Placements. 1.3.11.4.1. In February 2023On November 16, 2021, the Company issued to BM▇▇▇▇▇ Holding LPCanyon Acquisition Sponsor, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares 4,312,500 shares (the “Insider Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider 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 Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 431,250 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Insiders). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 officers, directors or their affiliates (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“Insiders”), 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 Sponsors, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023September 2018, the Company issued to BSch▇▇▇▇ Holding LP, a Delaware limited partnership (“B▇▇▇▇ ▇▇ecial Purpose Acquisition Sponsor, LLC (the “Sponsor”) 4,312,500 shares of the Company’s common stock (the “Insider Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Sponsor subsequently transferred certain of the Insider Shares to the Company’s director nominees at the same price originally paid for such shares. The Insider Shares shall be held in escrow and be subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall they the holders be entitled to sell such 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 225,000 a maximum of the 562,500 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and purchase of any shares purchased Firm Units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to Purchase Agreements a Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 4,550,000 warrants of the Company, or 5,000,000 warrants if the Over-Allotment Option is exercised in full (collectively, the “Private Units” or “Private SecuritiesPlacement Warrants”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 1.00 per Private Unit Placement Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm and The purchase price for the Private Placement Warrants have been delivered to CST&T or counsel for the Company or the Representative have also agreed that, to hold in a separate escrow account at least 24 hours prior to the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause date hereof so that such funds are readily available to be deposited an amount of additional proceeds from the sale of such additional Private Units into delivered to the Trust Account such that on the amount of funds in Closing Date or the Trust Account shall be $10.10 per Public Share sold in Option Closing Date, as the Offeringcase may be.

Private Placements. 1.3.11.4.1. In February 2023September 2018, the Company issued to BS▇▇▇▇▇▇▇ Holding LPSpecial Purpose Acquisition Sponsor, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) 4,312,500 shares of the Company’s common stock (the “Insider Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The 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 Sponsors holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall they the holders be entitled to sell such 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 225,000 a maximum of the 487,500 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and purchase of any shares purchased Firm Units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to Purchase Agreements a Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 4,150,000 warrants of the Company, or 4,540,000 warrants if the Over-Allotment Option is exercised in full (collectively, the “Private Units” or “Private SecuritiesPlacement Warrants”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 1.00 per Private Unit Placement Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm and The purchase price for the Private Placement Warrants have been delivered to CST&T or counsel for the Company or the Representative have also agreed that, to hold in a separate escrow account at least 24 hours prior to the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause date hereof so that such funds are readily available to be deposited an amount of additional proceeds from the sale of such additional Private Units into delivered to the Trust Account such that on the amount of funds in Closing Date or the Trust Account shall be $10.10 per Public Share sold in Option Closing Date, as the Offeringcase may be.

Private Placements. 1.3.1. In February 2023July 2021, the Company issued to B▇▇▇▇ Holding LPthe Company’s officers, a Delaware limited partnership directors or their affiliates (the “B▇▇▇▇ ▇▇Insiders”) ), for aggregate consideration of $25,000, an aggregate 5,750,000 shares of 1,725,000 Ordinary Shares Common Stock (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall they be entitled to sell such Insider 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 225,000 750,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Representative’s Shares (defined below), shares of Common Stock included in the Private Shares (defined below) Units and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023August 2021, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.0020.00, 180,000 Ordinary Shares 200,000 shares of Common Stock (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder Representative’s Shares without the Company’s prior consent until the completion of an initial the Business Combination. The EBC Founder Representative’s Shares are identical to the Ordinary Shares 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 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 EBC Founder Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(15110(e) (1) following the effective date commencement of sales of the Registration Statement Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, associated person or partner affiliate of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e5110(e)(1), the EBC Founder 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 commencement of sales of the Registration StatementOffering. The certificates for the EBC Founder Representative’s 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 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 SponsorsInsiders, the Representative and/or their respective designees will purchase from the Company pursuant to Purchase the Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 905,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm the Insiders purchasing 312,000 805,000 Private Units and the Representative and/or its designees purchasing 18,000 100,000 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. 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. Createcharm The Insiders and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or or their respective designees will purchase up to 31,500 105,000 additional Private Units, with Createcharm the Insiders purchasing 29,782 up to 90,000 Private Units and the Representative purchasing 1,718 up to 15,000 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.15 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023May 2017, the Company issued to B▇▇▇▇ Holding LPBlack Ridge Oil & Gas, a Delaware limited partnership Inc. (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, 25,000 an aggregate of 1,725,000 Ordinary Shares 2,875,000 shares of Common Stock (the “Insider Founders’ 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇In October 2017, the “Sponsors”)Company effected a stock dividend of 0.2 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 Insider Founders’ Shares. The Insider 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 Sponsors holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall they be entitled to sell such Insider 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 225,000 450,000 of the Insider 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 their collective 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below), purchase by the Sponsor of the Private Shares (defined below) Units and any shares purchased by them in the Offering by the InsidersOffering). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements a Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units ) 400,000 Units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Representative has exercised the Over-allotment Option is exercisedOption, they it (and/or their designees its designees) will purchase up to 31,500 45,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.05 per Public Share sold in the Offering.. October 4, 2017

Private Placements. 1.3.1. In February 2023, the The Company issued to B▇▇▇▇ Holding LPan aggregate of 1,150,000 Class B ordinary shares, a Delaware limited partnership par value $0.0001 per share (the “B▇▇▇▇ ▇▇Founder Shares”) ), for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares to Xiaosen Sponsor LLC (the “Insider SharesSponsor”) 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇In August 2021, the “Sponsors”)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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Founder Shares (the “Insiders”) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall they be entitled to sell such Insider 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 225,000 187,500 of the Insider Founder Shares shall be required to be forfeited in an amount by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s shares held by the holders of Founder Shares at 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Representative’s Shares (defined below), the Private Shares (defined below) and the purchase of any shares purchased Firm Units in the Offering by the Insiders). 1.3.2. In March 2023July 2020, the Company issued to the Representative EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and its designees, for at $0.0001 per share, an aggregate purchase price of 100,000 Class B ordinary shares, par value $2,520.00, 180,000 Ordinary Shares 0.0001 per share (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder Representative’s Shares without the Company’s prior consent until 30 days after the completion of an initial Business Combination. The EBC Founder 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 EBC Founder 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 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) 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 Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(15110(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(e5110(g), the EBC Founder 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 EBC Founder Representative’s Shares (or uncertificated book-book entry forms if no certificates are preparedpositions) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 500,000 Units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees it will purchase up to 31,500 45,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.30 per Public Share sold in the Offering. 1.3.4. The 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 Company. Each of the Representative Warrants is identical to the Warrants included in the Firm Units. On the Closing Date, the Company shall deliver to the Representative certificates for the Representative Warrants in the name or names and in such denominations as the Representative may request. The issuance of the Representative Warrants will be registered on the Registration Statement.

Private Placements. 1.3.11.5.1. In February 2023June 2021, the Company issued to B▇▇▇▇ Holding LPMakara Strategic Sponsor, a Delaware limited partnership Inc. (the “B▇▇▇▇ ▇▇Sponsor”) ), for aggregate consideration of $25,000, an aggregate 8,625,000 shares of 1,725,000 Ordinary Shares (the “Insider Shares”) 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”)) and subsequently reduced in January 2022 to 7,187,500 shares (the “Founder Shares”) when the Company effectuated a reverse stock split of the issued and outstanding Common Stock on the basis of 1 share for each 1.2 shares outstanding. B▇▇▇▇ ▇▇ thereafter transferred a A portion of such shares of Common Stock were then transferred to officers and directors of the Insider Shares to Createcharm Holdings LtdCompany and certain third-party purchasers (such individuals, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇the Sponsor, the “SponsorsInitial Stockholders”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors Initial Stockholders shall not have conversion rights with respect to the Insider Founder Shares nor shall they it be entitled to sell such Insider 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 225,000 937,500 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Initial Stockholders’ 20% ownership interest in the Ordinary Shares shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below)Representative Shares, the Private Shares (defined below) and any shares purchased in the Offering by the InsidersInitial Stockholders). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.5.2. Simultaneously with the Closing Date, the Sponsors, the Representative Sponsor and/or their its designees will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 11,370,000 warrants (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private SharesWarrants”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, they and/or their it or its designees will purchase up to 31,500 1,312,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private UnitsWarrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.25 per Public Share sold in the Offering.

Private Placements. 1.3.1. In February 2023March 2024, the Company issued to B▇▇▇▇ Holding LP, a Delaware limited partnership Tavia Sponsor Pte. Ltd. (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, an aggregate of 1,725,000 5,031,250 Class A Ordinary Shares (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion In October 2024, the Sponsor contributed an aggregate of the Insider 1,697,917 Founder Shares to Createcharm Holdings Ltdthe Company for cancellation, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”)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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall they it be entitled to sell such Insider 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 225,000 500,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the 2025% ownership interest in the Ordinary Public Shares of the SponsorsSponsor, 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), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 20232024, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00994, 180,000 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 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 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). 1.3.3. Simultaneously with the Closing Date, the SponsorsSponsor, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units 3,500,000 warrants (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private RightsWarrants”), with Createcharm the Sponsor purchasing 312,000 2,250,000 Private Units Warrants and the Representative and/or its designees purchasing 18,000 1,250,000 Private UnitsWarrants, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm 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 31,500 375,000 additional Private UnitsWarrants, with Createcharm the Sponsor purchasing 29,782 241,071 Private Units Warrants and the Representative purchasing 1,718 133,929 Private UnitsWarrants, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.05 per Public Share sold in the Offering.

Private Placements. 1.3.1. In February 2023September 2020, the Company issued to B▇▇▇▇ Holding LPLightJump One Founders, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) ), for aggregate consideration of $25,000, an aggregate 25,000 and 2,875,000 shares of 1,725,000 Ordinary Shares Common Stock (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred In January 2021, the Company effected a portion stock dividend of 0.2 shares for each share outstanding (the “Dividend”), resulting in there being an aggregate of 3,450,000 Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”)outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion rights with respect to the Insider Shares nor shall they it be entitled to sell such 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 225,000 450,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below), the Private Representative’s Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In March 2023October 2020, the Company issued to the Representative and its designees, for an aggregate purchase price of approximately $2,520.0010.00, 180,000 Ordinary Shares 120,000 shares (after giving effect to the Dividend) of Common Stock (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder 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 EBC Founder Representative’s Shares are identical to the Ordinary Shares 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 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 EBC Founder Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder 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 EBC Founder 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 EBC Founder Representative’s 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 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 3,850,000 Warrants (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private SharesWarrants”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees it will purchase up to 31,500 360,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.1. 1.4.1 In February 2023September 2025 and January 2026, the Company issued an aggregate of 2,875,000 Ordinary Shares to B▇▇▇▇ Holding LPAPEX INNOVATION ACQUISITION CORP., a Delaware limited partnership corporation (the “B▇▇▇▇ ▇▇Sponsor”) for an aggregate consideration purchase price of $25,000, or approximately $0.009 per share, including an aggregate of 1,725,000 Ordinary up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Founder Shares (as defined below) will represent 20% of the Company’s issued and outstanding shares immediately after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative Shares) (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 375,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023Offering, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 Ordinary any Private 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 purchased in the event Private Placement by the Company fails to consummate a Business Combination within Sponsor or the required time period. The holders of Company’s officers, directors or their affiliates (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“Insiders”) following the effective date of the Registration Statement to anyone other than (i) and 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 2.24.5Shares). 1.3.3. 1.4.2 Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Private Placement Units Subscription Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 197,000 Units (or 212,000 units if the Over-Allotment Option is exercised in full) (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), Right” and together with Createcharm purchasing 312,000 the Private Units and Private Shares, the Representative and/or its designees purchasing 18,000 “Private UnitsSecurities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). 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. Createcharm and Prior to the Representative have also agreed thatdate hereof, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, Sponsor and the Company shall cause provide to the Representative proof satisfactory to the Representative that the aggregate consideration of $[___] to be deposited an amount of additional proceeds from paid for the sale of such additional Private Units into the Trust Account such that the amount of funds is in the Trust Account shall be $10.10 per Public Share sold in the OfferingSponsor’s bank account.

Private Placements. 1.3.1. In February 2023June 2021, the Company issued to B▇▇▇▇ Holding LPWestern Acquisition Ventures Sponsor LLC (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,00025,000.00, 4,312,500 shares (the “Founder Shares”) of Common Stock, including an aggregate of 1,725,000 Ordinary Shares 1,207,000 shares of Common Stock which were subsequently transferred by the Sponsor to the Representative (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings LtdOn November 22, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇2021, the “Sponsors”)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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 375,000 of the Insider Founder Shares (including 97,826 of the Representative’s Shares) shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ aggregate 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the InsidersRespondents). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 CompanyRepresentative’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 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 EBC Founder 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 EBC Founder Representative’s 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 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company Company, pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 361,000 units (the “Private Placement Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares share of Common Stock (the “Private Shares”) and one Right warrant to purchase three-quarters of a share of Common Stock for $11.50 per whole share (the “Private RightsPlacement Warrants” and together with the Private Placement Units and Private Shares, the “Private Securities”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units), 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, the Sponsor will purchase from the Company, pursuant to the Subscription Agreement, up to 15,000 additional Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a Private Placement. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.1. 1.4.1 In February 2023September 2025 and January 2026, the Company issued an aggregate of 2,875,000 Ordinary Shares to B▇▇▇▇ Holding LPAPEX INNOVATION ACQUISITION CORP., a Delaware limited partnership corporation (the “B▇▇▇▇ ▇▇Sponsor”) for an aggregate consideration purchase price of $25,000, or approximately $0.009 per share, including an aggregate of 1,725,000 Ordinary up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ Over-Allotment Option is not exercised in full or in part, so that the Founder Shares (as defined below) will represent 20% of the Company’s issued and outstanding shares immediately after the Offering (assuming the Sponsor does not purchase any Public Units in the Offering and without giving effect to the Private Shares (as defined below) and the Representative Shares) (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 375,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023Offering, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 Ordinary any Private 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 purchased in the event Private Placement by the Company fails to consummate a Business Combination within Sponsor or the required time period. The holders of Company’s officers, directors or their affiliates (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“Insiders”) following the effective date of the Registration Statement to anyone other than (i) and 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 2.24.5Shares). 1.3.3. 1.4.2 Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Private Placement Units Subscription Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 197,000 Units (or 212,000 units if the Over-Allotment Option is exercised in full) (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), Right” and together with Createcharm purchasing 312,000 the Private Units and Private Shares, the Representative and/or its designees purchasing 18,000 “Private UnitsSecurities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). 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. Createcharm and Prior to the Representative have also agreed thatdate hereof, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, Sponsor and the Company shall cause provide to the Representative proof satisfactory to the Representative that the aggregate consideration of $2,120,000 to be deposited an amount of additional proceeds from paid for the sale of such additional Private Units into the Trust Account such that the amount of funds is in the Trust Account shall be $10.10 per Public Share sold in the OfferingSponsor’s bank account.

Private Placements. 1.3.1. In February 2023November 2020, the Company issued to B▇▇▇▇ Holding LPLRT Capital1 LLC (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate 3,593,750 Class B ordinary shares of 1,725,000 Ordinary Shares the Company (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter On December 15, 2020, the Sponsor transferred a portion of the 70,000 Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with Ban entity controlled by ▇▇▇▇ ▇▇▇▇▇▇▇, up to 35,000 of which are subject to repurchase by the “Sponsors”)Sponsor based on the achievement of certain milestones. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion rights with respect to the Insider Shares nor shall they it be entitled to sell such 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 225,000 468,750 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsors, 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 Representative’s Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In March 2023December 2020, the Company issued to the Representative and its designees, for an aggregate purchase price of approximately $2,520.006.00, 180,000 60,000 Ordinary Shares (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder 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 EBC Founder 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 EBC Founder 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 EBC Founder Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder 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 EBC Founder 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 EBC Founder Representative’s 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 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 Sponsors, Sponsor and the Representative Underwriters (and/or their designees designees) will purchase from the Company pursuant to Purchase the Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units 4,000,000 Warrants (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private SharesWarrants”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 3,800,000 Private Warrants and the Underwriters and/or its designees will purchase 200,000 Private Warrants. 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. Createcharm The Sponsor and the Representative Underwriters have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 375,000 additional Private Units, with Createcharm purchasing 29,782 Warrants (of which up to 356,250 Private Units Warrants would be purchased by the Sponsor and up to 18,750 Private Warrants would be purchased by the Representative purchasing 1,718 Private Units, Underwriters and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 20232021, the Company issued to B▇▇▇▇ Holding LPGigAcquisitions5, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 10,047,500 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe 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 ICR, LLC, an investor relations firm providing services to the Company (each, an “Insider” and together, the “SponsorsInsiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 1,312,500 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 1,000,000 units of the Company, plus an additional 100,000 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 175,000 units of the Company, plus an additional 26,250 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and The purchase price for the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up Private Sponsor Units has been delivered to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and 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 such additional Private Units into 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 the Underwriter Unit Purchase Agreement. Pursuant to FINRA Rule 5110(e)(1), the registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private 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 Offering, or (ii) a bona fide officer, partner, associated person or affiliate of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e)(1), the 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 the amount of funds would result in the Trust Account shall be $10.10 per Public Share sold in economic disposition of the Offeringsecurities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.3.1. In February 2023September 2020, the Company issued to B▇▇▇▇ Holding LPProgress Capital I LLC (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate 25,000 and 3,593,750 shares of 1,725,000 Ordinary Shares Class B Common Stock (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred In February 2021, the Company effected a portion stock dividend of 0.2 shares for each outstanding share of common stock (the “Dividend”) resulting in there being an aggregate of 4,312,500 Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”)outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion rights with respect to the Insider Shares nor shall they it be entitled to sell such 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 225,000 562,500 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below), the Private Representative’s Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In March 2023December 2020, the Company issued to the Representative and its designees, for an aggregate purchase price of approximately $2,520.0010.00, 180,000 Ordinary Shares 150,000 shares (giving effect to the Dividend) of Common Stock (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder 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 EBC Founder Representative’s Shares are identical to the Ordinary Shares 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 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 EBC Founder Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder 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 EBC Founder 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 EBC Founder Representative’s 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 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 4,450,000 Warrants (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private SharesWarrants”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees it will purchase up to 31,500 200,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.1. 1.4.1 In February 20232025, the Company issued to B▇▇▇▇ Holding LP, a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate of 1,725,000 1,437,500 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings LtdSTARRY SEA INVESTMENT LIMITED, a British Virgin Islands business company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “SponsorsSponsor”) for an aggregate purchase price of $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 full or in part, so that the Founder Shares (as defined below) will represent 20% of the 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 defined below) and the Representative Shares) (the “Founder Shares”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 187,500 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023Offering, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 Ordinary any Private 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 purchased in the event Private Placement by the Company fails to consummate a Business Combination within Sponsor or the required time period. The holders of Company’s officers, directors or their affiliates (the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate “Insiders”) and 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 2.24.5Shares). 1.3.3. 1.4.2 Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to Purchase Agreements the Private Placement Units Subscription Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 232,121 Units (or 247,121 units if the Over-Allotment Option is exercised in full) (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), Right” and together with Createcharm purchasing 312,000 the Private Units and Private Shares, the Representative and/or its designees purchasing 18,000 “Private UnitsSecurities”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). 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. Createcharm and Prior to the Representative have also agreed thatdate hereof, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, Sponsor and the Company shall cause provide to the Representative proof satisfactory to the Representative that the aggregate consideration of $2,321,210 to be deposited an amount of additional proceeds from paid for the sale of such additional Private Units into the Trust Account such that the amount of funds is in the Trust Account shall be $10.10 per Public Share sold in the OfferingSponsor’s bank account.

Private Placements. 1.3.1. 1.4.1 In February 2023June 2018, the Company issued to B▇▇▇▇ Holding LPWhale Management Corporation (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for an aggregate consideration of $25,000, an aggregate of 1,725,000 1,150,000 Ordinary Shares (the “Insider Founder Shares”) (up to 150,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement intended to be (the “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider SharesPrivate Placement. The Insider Shares shall be held in escrow and subject to restrictions on transfer Except as set forth described in the Registration Statement, none of the Founder Shares may be sold, assigned, or transferred by the Sponsor until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Ordinary Shares exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s shareholders having the right to exchange their shares for cash, securities, or other property. The Sponsors Sponsor shall have no right to any liquidation liquidating distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities (“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 Sponsors Sponsor shall not have conversion redemption rights with respect to the Insider Shares nor shall they be entitled to sell such Insider Shares to Founder Shares. In the Company in any tender offer in connection with a proposed Business Combination. To the extent event that the Over-allotment Option is not exercised by in full, the Underwriters in full or in part, Sponsor will be required to forfeit such number of Founder Shares (up to 225,000 150,000 Founder Shares) such that the Founder Shares will comprise 20% of the Insider Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the issued and outstanding Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, not including the “Insiders”Ordinary Shares underlying the Placement Units (defined below) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option Option. 1.4.2 Simultaneously with the Closing Date, the Sponsor and Cantor F▇▇▇▇▇▇▇▇▇ will purchase from the Company pursuant to the Subscription Agreements (and excluding the EBC Founder Shares (as defined belowin Section 2.21.2 hereof), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023an aggregate of 270,000 units, the Company issued which units are identical to the Representative and its designees, for an aggregate Firm Units subject to certain exceptions (the “Placement Units”) at a purchase price of $2,520.00, 180,000 Ordinary Shares (the “EBC Founder Shares”) 10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” No underwriting discounts, commissions 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 Placement Units sold 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 Unit Private Placement. 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 Sponsors, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and the Representative have also agreed that, in the event exercises the Over-allotment Option is exercisedOption, they and/or their designees the Sponsor and Cantor F▇▇▇▇▇▇▇▇▇ will purchase up to 31,500 an additional Private Units, with Createcharm purchasing 29,782 Private 18,000 Placement Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Ordinary Share sold to the public in the Offering. The purchase price for the Placement Units shall have been delivered to CST or counsel for the Company at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. None of the Placement Units or the securities underlying the Placement Units may be sold, assigned, or transferred by the Sponsor, the Representative, or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Founder Shares, the Placement Units, the Ordinary Shares, Warrants and Rights underlying the Placement Units and the Ordinary Shares issuable upon exercise or conversion of the Warrants and Rights underlying the Placement Units are hereinafter referred to collectively as the “Private Securities”.

Private Placements. 1.3.1. In February 2023November 2020, the Company issued to B▇▇▇▇ Holding LPLRT Capital1 LLC (the “Sponsor”), a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate 3,593,750 Class B ordinary shares of 1,725,000 Ordinary Shares the Company (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter On December 15, 2020, the Sponsor transferred a portion of the 70,000 Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with Ban entity controlled by ▇▇▇▇ ▇▇▇▇▇▇▇, up to 35,000 of which are subject to repurchase by the “Sponsors”)Sponsor based on the achievement of certain milestones. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Sponsor shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Sponsor shall not have conversion rights with respect to the Insider Shares nor shall they it be entitled to sell such 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 225,000 468,750 of the Insider Shares shall be forfeited in an amount necessary to maintain the Sponsor’s 20% ownership interest in the Ordinary Shares of the Sponsors, 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 Representative’s Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In March 2023[December 2020], the Company issued to the Representative and its designees, for an aggregate purchase price of approximately $2,520.006.00, 180,000 60,000 Ordinary Shares (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder 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 EBC Founder 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 EBC Founder 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 EBC Founder Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder 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 EBC Founder 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 EBC Founder Representative’s 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 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 Sponsors, Sponsor and the Representative Underwriters (and/or their designees designees) will purchase from the Company pursuant to Purchase the Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units 4,000,000 Warrants (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private SharesWarrants”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 3,800,000 Private Warrants and the Underwriters and/or its designees will purchase 200,000 Private Warrants. 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. Createcharm The Sponsor and the Representative Underwriters have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 31,500 375,000 additional Private Units, with Createcharm purchasing 29,782 Warrants (of which up to 356,250 Private Units Warrants would be purchased by the Sponsor and up to 18,750 Private Warrants would be purchased by the Representative purchasing 1,718 Private Units, Underwriters and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.1. In February 2023Prior to the date of this Agreement, the Company issued to B▇▇▇▇ Holding LP, a Delaware limited partnership (“B▇▇▇▇ ▇▇”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares 2,875,000 shares of Common Stock (the “Insider Shares”) for an aggregate of $5,000 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”). B▇▇▇▇ ▇▇ thereafter transferred On the date of this Agreement, the Company effected a portion stock dividend of 0.2 shares of Common Stock for each outstanding share of Common Stock (the “Dividend”), resulting in there being an aggregate of 3,450,000 Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”)outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors holders of the Insider Shares shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors holders of the Insider Shares shall not have conversion rights with respect to the Insider Shares nor shall they be entitled to sell such 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 225,000 450,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the holders’ 20% ownership interest in the Ordinary Shares shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Representative’s Shares (defined below), any shares included in the Private Shares Units (defined below) and any shares purchased in the Offering by the Company’s officers, directors or their affiliates (“Insiders”)). 1.3.2. In March 2023As of the date of this Agreement, after giving effect to the Dividend and a contribution back to the Company’s capital of 40,000 shares, the Company has issued to the Representative and its designees, for an aggregate purchase price of $2,520.0035.00, 180,000 Ordinary Shares 380,000 shares of Common Stock (the “EBC Founder Representative’s Shares”) in a private placement placements 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 Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder 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 EBC Founder Representative’s Shares are identical to the Ordinary Shares shares of Common Stock included in the Firm Subunits Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder 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 EBC Founder Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder 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 EBC Founder 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 EBC Founder Representative’s 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 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, Ackrell SPAC Sponsors I LLC (the Sponsors, “Sponsor”) and the Representative (and/or their designees designees) will purchase from the Company pursuant to Purchase the Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units 485,000 (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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, of which the Sponsor will purchase 425,000 Private Units and the Representative and/or its designees will purchase 60,000 Private Units. 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. Createcharm 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 31,500 54,000 additional Private Units, with Createcharm purchasing 29,782 Units (of which up to 45,000 Private Units would be purchased by the Sponsor and up to 9,000 Private Units would be purchased by the Representative purchasing 1,718 Private Units, and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 20232021, the Company issued to B▇▇▇▇ Holding LPGigInternational1 Sponsor, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe 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 “SponsorsInsiders”). 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 Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 650,000 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and The purchase price for the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up Private Sponsor Units has been delivered to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and 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 such additional Private Units into 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 the Underwriter Unit Purchase Agreement. Pursuant to FINRA Rule 5110(e)(1), the registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private 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 Offering, or (ii) a bona fide officer, partner, associated person or affiliate of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e)(1), the 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 the amount of funds would result in the Trust Account shall be $10.10 per Public Share sold in economic disposition of the Offeringsecurities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.3.1. In February 2023July 2021, the Company issued to B▇▇▇▇ Holding LPthe Company’s officers, a Delaware limited partnership directors or their affiliates (the “B▇▇▇▇ ▇▇Insiders”) ), for aggregate consideration of $25,000, an aggregate 5,750,000 shares of 1,725,000 Ordinary Shares Common Stock (the “Insider Founder 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇In November 2021, the “Sponsors”)Company effected a dividend of 0.2 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insiders holding an aggregate of 6,900,000 Founder Shares. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors Insiders shall not have conversion rights with respect to the Insider Founder Shares nor shall they be entitled to sell such Insider 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 225,000 900,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the Insiders’ 20% ownership interest in the Ordinary Shares shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Representative’s Shares (defined below), shares of Common Stock included in the Private Shares (defined below) Units and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023August 2021, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.0020.00, 180,000 Ordinary Shares 240,000 shares of Common Stock (after giving effect to the dividend effected in November 2021 described in Section 1.3.1 above) (the “EBC Founder 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 EBC Founder Representative’s Shares. The holders of the EBC Founder Representative’s Shares have agreed not to transfer, assign or sell any EBC Founder Representative’s Shares without the Company’s prior consent until the completion of an initial the Business Combination. The EBC Founder Representative’s Shares are identical to the Ordinary Shares 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 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 EBC Founder Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(15110(e) (1) following the effective date commencement of sales of the Registration Statement Offering to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer an officer, partner, associated person or partner affiliate of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e5110(e)(1), the EBC Founder 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 commencement of sales of the Registration StatementOffering. The certificates for the EBC Founder Representative’s 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 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 SponsorsInsiders, the Representative and/or their respective designees will purchase from the Company pursuant to Purchase the Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 1,045,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm the Insiders purchasing 312,000 925,000 Private Units and the Representative and/or its designees purchasing 18,000 120,000 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. 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. Createcharm The Insiders and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or or their respective designees will purchase up to 31,500 126,000 additional Private Units, with Createcharm the Insiders purchasing 29,782 up to 108,000 Private Units and the Representative purchasing 1,718 up to 18,000 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.15 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023December 2020, the Company issued to B▇▇▇▇ Holding LPGigAcquisitions4, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) an aggregate of 7,460,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion Prior to the Closing, the Company will issue shares of Common Stock (the “Insider Shares to Createcharm Holdings LtdShares” and, a British Virgin Islands company (“Createcharm” and together with Bthe 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 “SponsorsInsiders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration StatementInsider Letters. The Sponsors holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, or entering into contractual arrangements, with one or more businesses or entities combination (“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 Sponsors Founder Shares shall not have conversion rights with respect to the Insider Founder Shares nor shall they the holders be entitled to sell such Insider 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 225,000 a maximum of the Insider Shares shall be forfeited in an amount 975,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and but excluding the EBC Founder Shares (defined below), issuance of the Private Shares (defined below) Units and the purchase by the Sponsor of any shares purchased units in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, (x) the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 800,000 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” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm and The purchase price for the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up Private Sponsor Units has been delivered to 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and 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 such additional Private Units into 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 the Underwriter Unit Purchase Agreement. The registered holder of the Private Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Private 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 Offering, or (ii) a bona fide officer or partner of either of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the 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 the amount of funds would result in the Trust Account shall be $10.10 per Public Share sold in economic disposition of the Offeringsecurities by any person for a period of 180 days immediately following the date of this Agreement.

Private Placements. 1.3.1. 1.4.1 In February 2023October 2024, the Company issued to B▇▇▇▇ Holding LPGloba Terra Management LLC, a Delaware limited partnership Cayman Islands exempted company (the “Sponsor”), 7,187,500 Class B ordinary shares (“B▇▇▇▇ ▇▇Founder Shares”) for aggregate consideration a purchase price of $25,0000.0035 per share, for an aggregate purchase price of 1,725,000 Ordinary Shares (the “Insider Shares”) $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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of On March 25, 2025, the Insider Sponsor surrendered 1,354,317 Founder Shares to Createcharm Holdings Ltdthe Company for no consideration, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”)resulting in 5,833,183 Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, 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 Sponsors Holders of the Founder Shares shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To Up to 760,850 Founder Shares are subject to forfeiture depending on the extent that to which the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the Ordinary Shares of the Sponsors, 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), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders)exercised. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 1.4.2 Simultaneously with the sale closing 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company Company, pursuant to the Sponsor Private Placement Securities Purchase Agreements Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Sponsor Private Placement”) intended to be exempt from registration under the Act, at an aggregate purchase price equal to $2,854,136, 285,414 Private Placement Securities (as defined below), consisting of (a) 356,767 Private Placement Units (as defined below) and (b) 713,534 restricted Class A shares (the “Restricted Class A Shares”). The terms Simultaneously with the closing of the Offering, the private placement investor (the “Private Units are as described Placement Investor”) shall purchase from the Company in a private placement intended to be exempt from registration under the Prospectus Act (the “Private Placement Investor Private Placement” and, together with the Sponsor Private Placement, the “Private Placements”), pursuant to the Investor Private Placement Securities Purchase Agreement (as defined in Section 2.1.1 2.24.2 below), at an aggregate purchase price equal to $300,000, 30,000 Private Placement Securities, consisting of (a) 37,500 Private Placement Units and (b) 75,000 Restricted Class A Shares. Each Private Placement Unit (a “Private Placement Unit”) consists of (a) one Class A Ordinary Share (the “Private Placement Shares”), (b) three-fourths of one redeemable warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share, and (c) one right (the “Private Placement Rights”), entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the initial Business Combination. For each $10.00 invested in the Private Placements, the applicable investor will receive (i) one and one-fourth Private Placement Units and (ii) two and one-half Restricted Class A Shares. Each allocation of (i) one and one-fourth Private Placement Units and (ii) two and one-half Restricted Class A Shares is a “Private Placement Security,” and are referred to collectively as the “Private Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private PlacementPlacements. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the The Company shall cause to be deposited an amount of additional proceeds from the sale of such additional the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering. 1.4.3 The amount of the proceeds of the sale of the Private Placement Securities, 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 the Over-Allotment Option.

Private Placements. 1.3.11.4.1. In February 2023On November 16, 2021, the Company issued to BM▇▇▇▇▇ Holding LPCanyon Acquisition Sponsor, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary Shares 4,312,500 shares (the “Insider Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B 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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 562,500 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’ 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering and any Private Shares purchased in the Private Placement by the Insiders). 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 officers, directors or their affiliates (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“Insiders”), 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 Sponsors, the Representative and/or their designees will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 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. 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023May 2016 and May 2017, the Company issued to B▇▇▇▇ Holding LPPensare Sponsor Group, a Delaware limited partnership LLC (the “B▇▇▇▇ ▇▇Sponsor”) and the Company’s director nominees and strategic advisors for aggregate consideration of $25,000, 25,000 an aggregate of 1,725,000 Ordinary Shares 7,187,500 shares of the Company’s common stock (the “Insider Founders’ Shares”) 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”). B▇▇▇▇ ▇▇ thereafter In June 2017, the Sponsor transferred a portion 1,575,000 of the Insider Shares such shares to Createcharm Holdings LtdMasTec, a British Virgin Islands company Inc. (“Createcharm” and together with B▇▇▇▇ ▇▇MasTec”) for the same purchase price originally paid for such shares. In July 2017, the “Sponsors”)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 Insider Founders’ Shares. The Insider 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 Sponsors holders of Founders’ Shares shall have no right to any liquidation distributions with respect to any portion of the Insider 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, 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 Sponsors Founders’ Shares shall not have conversion rights with respect to the Insider Founders’ Shares nor shall they be entitled to sell such Insider 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 225,000 1,012,500 of the Insider 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 their collective 20% ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased by them in the Offering by the InsidersOffering).. July 27, 2017 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, the SponsorsSponsor, MasTec and the Representative and/or their designees will purchase from the Company pursuant to Purchase Subscription Agreements (as defined in Section 2.24.2 below)) 6,150,000 warrants, an aggregate of 330,000 units 2,000,000 warrants and 1,350,000 warrants (collectively, the “Private Units” or “Private SecuritiesWarrants”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Unitsrespectively, at a purchase price of $10.00 1.00 per Private Unit Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option is exercisedOption, they (and/or their designees designees) will purchase up to 31,500 867,290 and 145,210 additional Private UnitsWarrants, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Unitsrespectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023Pursuant to a subscription agreement dated October 14, 2025, the Company issued to B▇▇▇▇ Holding LPClearThink 1 Sponsor LLC., a Delaware Florida limited partnership liability company (the “B▇▇▇▇ ▇▇Sponsor”) 5,750,000 Class B ordinary shares of par value US$0.0001 each, of the Company (the “Class B Ordinary Shares” or “Founder Shares” (of which 958,333 have been cancelled prior to the signing of this Agreement), and together with the Class A Ordinary Shares, the “Ordinary Shares”) for an aggregate consideration purchase price of $US$25,000, an aggregate of 1,725,000 among which, up to 625,000 Class B Ordinary Shares (are subject to forfeiture if the “Insider Shares”) 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 (the “Act”). B▇▇▇▇ ▇▇ thereafter transferred a portion of the Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”)full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider 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 Sponsors holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, combination with one or more businesses or entities (“Business Combination”) within the required time period set forth in the Charter Documents (as defined in Section 2.11 below) except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Sponsors , (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the Insider such Founder Shares nor and (iii) shall they not be entitled to sell any such Insider 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 225,000 625,000 of the Insider Founder Shares shall be forfeited in an amount necessary to maintain the 20holders of Founder Shares’ 25% ownership interest in the Ordinary Shares of the Sponsors, officers, directors issued and advisors outstanding shares of the Company (collectively, the “Insiders”) after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.3.2. In March 2023Offering, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 Ordinary any Private 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 purchased in the event Private Placement by the Company fails to consummate a Business Combination within Sponsor or the required time period. The holders of the EBC Founder Shares will not sellCompany’s officers, transfer, assign, pledge directors 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 their affiliates (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“Insiders”), 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). 1.3.31.4.2. Simultaneously with the Closing Date, the Sponsors, the Representative and/or their designees Sponsor will purchase from the Company pursuant to the Private Units Purchase Agreements Agreement (as defined in Section 2.24.2 below), ) an aggregate of 330,000 315,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Class A Ordinary Shares Share (the “Private Shares”) and one Right (the “Private Rights”), Right” and together with Createcharm purchasing 312,000 the Private Units and Private Shares, the Representative and/or its designees purchasing 18,000 “Private UnitsSecurities”), at a purchase price of $US$10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under Securities Act of 1933, as amended (the “Act”). 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. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the The Company shall cause to be deposited an amount of additional proceeds from the sale of such additional the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 US$10.00 per Public Share sold in the Offering.

Private Placements. 1.3.11.4.1. In February 2023January 2020, the Company issued to B▇▇▇▇ Holding LPPetra Investment Holdings, LLC, a Delaware limited partnership liability company (the “B▇▇▇▇ ▇▇Sponsor”) for aggregate consideration of $25,000, an aggregate of 1,725,000 Ordinary 3,593,750 Shares (the “Insider 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”). B▇▇▇▇ ▇▇ thereafter In May 2020, the Sponsor transferred a portion of the 75,000 Insider Shares to Createcharm Holdings Ltd, a British Virgin Islands company three of the Company’s directors (“Createcharm” and together collectively with B▇▇▇▇ ▇▇the Sponsor, the “SponsorsInitial Stockholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The 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 Sponsors Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the 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, or entering into contractual arrangements, 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 Sponsors Initial Stockholders shall not have conversion rights with respect to the Insider Shares nor shall they the Initial Stockholders be entitled to sell such 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 225,000 a maximum of the 468,750 Insider Shares shall be forfeited in an amount Shares, as is necessary to maintain the the Initial Stockholders’ 20% beneficial ownership interest in the Ordinary Shares of the Sponsors, officers, directors and advisors of the Company (collectively, the “Insiders”) 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 EBC Founder Shares (defined below), the Private Shares (defined below) and purchase of any shares purchased in the Offering by the Insiders)Offering. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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). 1.3.31.4.2. Simultaneously with the Closing Date, the Sponsors, the Representative Sponsor (and/or their designees its designees) will purchase from the Company pursuant to Purchase Agreements the Subscription Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units 4,500,000 Warrants (the “Private Units” or “Private SecuritiesWarrants”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 0.50 per Private Unit Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. 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. Createcharm and the Representative have The Sponsor has also agreed that, in the event the Representatives have exercised the Over-allotment Option is exercisedOption, they and/or their designees will purchase up to 31,500 375,000 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units Warrants into the Trust Account Fund such that the amount of funds in the Trust Account Fund shall be $10.10 10.00 per Public Share sold in the Offering. The purchase price for the Private Warrants shall have been delivered to CST&T or counsel for the Company 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 delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

Private Placements. 1.3.1. 1.4.1 In February 2023October 2024, the Company issued to B▇▇▇▇ Holding LPGloba Terra Management LLC, a Delaware limited partnership Cayman Islands exempted company (the “Sponsor”), 7,187,500 Class B ordinary shares (“B▇▇▇▇ ▇▇Founder Shares”) for aggregate consideration a purchase price of $25,0000.0035 per share, for an aggregate purchase price of 1,725,000 Ordinary Shares (the “Insider Shares”) $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”). B▇▇▇▇ ▇▇ thereafter transferred a portion of On March 25, 2025, the Insider Sponsor surrendered 1,354,317 Founder Shares to Createcharm Holdings Ltdthe Company for no consideration, a British Virgin Islands company (“Createcharm” and together with B▇▇▇▇ ▇▇, the “Sponsors”)resulting in 5,833,183 Founder Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Founder Shares. The Insider Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors Holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate any proposed initial merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, 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 Sponsors Holders of the Founder Shares shall not have conversion redemption rights with respect to the Insider Founder Shares nor shall they be entitled to sell such Insider Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. To Up to 760,850 Founder Shares are subject to forfeiture depending on the extent that to which the Over-allotment Allotment Option is not exercised by the Underwriters in full or in part, up to 225,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the Ordinary Shares of the Sponsors, 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), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders)exercised. 1.3.2. In March 2023, the Company issued to the Representative and its designees, for an aggregate purchase price of $2,520.00, 180,000 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 1.4.2 Simultaneously with the sale closing 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 Sponsors, the Representative and/or their designees Sponsor will purchase from the Company Company, pursuant to the Sponsor Private Placement Securities Purchase Agreements Agreement (as defined in Section 2.24.2 below), an aggregate of 330,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), with Createcharm purchasing 312,000 Private Units and the Representative and/or its designees purchasing 18,000 Private Units, at a purchase price of $10.00 per Private Unit in a private placement (the “Sponsor Private Placement”) intended to be exempt from registration under the Act, at an aggregate purchase price equal to $2,854,136, 285,414 Private Placement Securities (as defined below), consisting of (a) 356,767 Private Placement Units (as defined below) and (b) 713,534 restricted Class A shares (the “Restricted Class A Shares”). The terms Simultaneously with the closing of the Offering, the private placement investor (the “Private Units are as described Placement Investor”) shall purchase from the Company in a private placement intended to be exempt from registration under the Prospectus Act (the “Private Placement Investor Private Placement” and, together with the Sponsor Private Placement, the “Private Placements”), pursuant to the Investor Private Placement Securities Purchase Agreement (as defined in Section 2.1.1 2.24.2 below), at an aggregate purchase price equal to $300,000, 30,000 Private Placement Securities, consisting of (a) 37,500 Private Placement Units and (b) 75,000 Restricted Class A Shares. Each Private Placement Unit (a “Private Placement Unit”) consists of (a) one Class A Ordinary Share (the “Private Placement Shares”), (b) three-fourths of one redeemable warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”), with each whole warrant entitling the holder to purchase one Class A Ordinary Share for $11.50 per share, and (c) one right (the “Private Placement Rights”), entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the initial Business Combination. For each $10.00 invested in the Private Placements, the applicable investor will receive (i) one and one-fourth Private Placement Units and (ii) two and one-half Restricted Class A Shares. Each allocation of (i) one and one-fourth Private Placement Units and (ii) two and one-half Restricted Class A Shares is a “Private Placement Security,” and are referred to collectively as the “Private Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private PlacementPlacements. Createcharm 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 31,500 additional Private Units, with Createcharm purchasing 29,782 Private Units and the Representative purchasing 1,718 Private Units, and the The Company shall cause to be deposited an amount of additional proceeds from the sale of such additional the Private Placement Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 10.00 per Public Share sold in the Offering. 1.4.3 The amount of the proceeds of the sale of the Private Placement Securities, 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 the Over-Allotment Option.