Pursuant to the Letter Agreement, we will provide a right of first offer to our Sponsor if,
in connection with or prior to the closing of the Proposed Business Combination, we propose to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable or exercisable for equity securities (other than
warrants in respect of working capital loans as described above or to any seller in such business combination).
Related Party Loans
Our Sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our IPO. The Company paid the promissory note in full
on June 30, 2021.
On June 14, 2022, the Sponsor agreed to loan the Company $400,000 pursuant to a new promissory note (the June
2022 Promissory Note). On October 6, 2022, the Sponsor agreed to loan the Company $420,000 pursuant to a new promissory note (the October 2022 Promissory Note). On December 14, 2022, the Sponsor agreed to loan the Company $330,000
pursuant to a new promissory note (the December 2022 Promissory Note). On March 2, 2023, the Sponsor agreed to loan the Company $250,000 pursuant to new promissory note (the March 2023 Promissory Note). On May 8, 2023, the
Sponsor agreed to loan the Company $250,000 pursuant to a new promissory note (together with the June 2022 Promissory Note, October 2022 Promissory Note, December 2022 Promissory Note, and March 2023 Promissory Note, the Promissory
Notes). The Promissory Notes are non-interest bearing and payable on the earlier of: (i) November 28, 2023 and (ii) the date on which the Company consummates an initial business combination. On June 2, 2023, EGA deposited $160,000 into the
Trust Account for the extension to complete a business combination through June 28, 2023. Such deposit of the Extension Fee is evidenced by an unsecured promissory note (the June Extension Promissory Note), dated as of June 1, 2023, in
the principal amount of $160,000 to the Sponsor. On July 3, 2023, EGA deposited $160,000 into the Trust Account for the extension to complete a business combination through July 28, 2023. Such deposit is evidenced by an unsecured promissory note
(the July Extension Promissory Note), dated as of July 3, 2023, in the principal amount of $160,000 to the Sponsor. On August 3, 2023, EGA deposited $160,000 into the Trust Account for the extension to complete a business combination
through August 28, 2023. Such deposit is evidenced by an unsecured promissory note (the August Extension Promissory Note), dated as of August 3, 2023, in the principal amount of $270,000 to the Sponsor, with the remaining $110,000 for
general corporate purposes. On September 1, 2023, EGA deposited $160,000 into the Trust Account for the extension to complete a business combination through September 28, 2023. Such deposit is evidenced by an unsecured promissory note (the
September Extension Promissory Note), dated as of September 1, 2023, in the principal amount of $160,000 to the Sponsor. On October 2, 2023, EGA deposited $160,000 into the Trust Account for the extension to complete a business
combination through October 28, 2023. Such deposit is evidenced by an unsecured promissory note (the October Extension Promissory Note), dated as of October 2, 2023, in the principal amount of $160,000 to the Sponsor. On October 27,
2023, EGA deposited $160,000 into the Trust Account for the extension to complete a business combination through November 28, 2023. Such deposit is evidenced by an unsecured promissory note (the November Extension Promissory Note), dated
as of October 27, 2023, in the principal amount of $160,000 to the Sponsor.
On June 1, 2023, the Company issued an unsecured promissory
note (the June 2023 Promissory Note) in the principal amount of $240,000 to the Sponsor for general corporate purposes. The June 2023 Promissory Note bears no interest and is payable in full on the earlier of: (i) November 28, 2023 or
(ii) the date on which the Company consummates an initial business combination. On June 1, 2023, the Company issued the June Extension Promissory Note in the principal amount of $160,000 to the Sponsor. The June Extension Promissory Note bears no
interest and is payable in full on the date on which the Company consummates an initial business combination. On July 3, 2023, the Company issued the July Extension Promissory Note in the principal amount of $160,000 to the Sponsor. The July
Extension Promissory Note bears no interest and is payable in full on the earlier of: (i) November 28, 2023 and (ii) the date on which the Company consummates an initial business combination. On August 3, 2023, the Company issued the August
Extension Promissory Note in the principal amount of $270,000 to the Sponsor, of which $110,000 was for general corporate purposes. The August Extension Promissory Note bears no interest and is payable in full on the earlier of: (i) November 28,
2023 and
- 56 -