Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Promissory Note

On March 25, 2024, the Company issued an unsecured promissory note to Energi Holding Limited (the "Lender") with a principal amount up to $600,000 (the "Note"). The Note is repayable in full upon the earlier of (a) November 1, 2024, (b) the date of the consummation of the Company's initial business combination or (c) the date of the liquidation of the Company (such earlier date, the "Maturity Date"). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum are payable on the Maturity Date.

As an inducement for the Lender to fund the Note, EVGI Limited ("EVGI") and the Lender have agreed that (a) EVGI and the Lender shall enter into an agreement pursuant to which the Lender may elect upon forfeiture of its rights to payment of amounts outstanding under the Note to receive a number of the Company's Class A Ordinary Shares held of record by EVGI to be determined in such agreement and (b) EVGI shall transfer to the Lender 600,000 of the Company's Class A ordinary shares held of record by EVGI for no consideration at such time and on such terms as shall be agreed.

On March 25, 2024, the Lender advanced $600,000 to the Company under the Note. If the Company does not consummate an initial business combination by the Maturity Date the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The foregoing description of the Note is qualified in its entirety by reference to the text of the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.