Material Agreement, Financial Obligation, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

At a special meeting of the Company's stockholders held on September 15, 2026 (the "Extension Meeting"), the Company's stockholders approved a proposal (the "Trust Amendment Proposal") to amend the Investment Management Trust Agreement (the "Trust Agreement"), dated as of September 14, 2021, by and between the Company and Continental Stock Transfer and Trust Company ("Continental"), to extend the date on which Continental must liquidate the Trust Account (the "Liquidation Date") from September 17, 2026 to October 17, 2026, and to allow the Company, without another stockholder vote, to further extend the Liquidation Date up to five times, for up to an additional one month each time, from October 17, 2026 to March 17, 2027, by causing $30,000 to be deposited into the Trust Account for each such extension (the "Trust Agreement Extension Amendment"). On September 16, 2026, the Company and Continental entered into the Trust Agreement Extension Amendment.

The foregoing description of the Trust Agreement Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Extension Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

On September 16, 2026, the Company issued an unsecured promissory note in the principal amount of $180,000 (the "Note") to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $180,000 in connection with the extension of the date (the "Termination Date") by which the Company must consummate an initial business combination ("Business Combination"). The Note does not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company's liquidation. In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining outside of the Trust Account, if any.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Extension Meeting, the Company's stockholders approved an amendment to the Company's amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation," and such amendment, the "Extension Amendment"), to extend the Termination Date from September 17, 2026 (the "Current Termination Date") to the Charter Extension Date, and to allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to five times by an additional one month (or such shorter period as may be requested by the Sponsor) each time (each, an "Extension") after the Charter Extension Date, by resolution of the Company's board of directors, if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date, until March 17, 2027, or a total of up to six months after the Current Termination Date, unless the closing of the Company's Business Combination shall have occurred prior thereto (the "Extension Amendment Proposal"). Following stockholder approval of the Extension Amendment Proposal at the Extension Meeting, on September 18, 2026, the Company filed the Extension Amendment with the Delaware Secretary of State.

The foregoing description of the Extension Amendment is a summary only and is qualified in its entirety by reference to the full text of the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.