 

Securities to be Received

 

Other Compensation

The Sponsor and DirectorCo

(i) 5,900,000 shares of PubCo Series A Common Stock upon the exchange of 6,900,000 Founder Shares, which were initially purchased prior to the IPO for approximately $0.004 per share, and transfer to the PIPE Investors of an aggregate amount of 1,000,000 shares of PubCo pursuant to the Investor Stock Purchase Agreements, (ii) 4,400,000 PubCo Private Warrants issued upon the exchange of 4,400,000 CGC Private Warrants, which were initially purchased in a private placement that closed concurrently with the IPO for $1.00 per warrant, and (iii) under the Sponsor Stock Purchase Agreement, an affiliate of the Sponsor will be issued an estimated 2,677,184 shares of PubCo Series A Common Stock, assuming a Redemption Price of $10.30 for the Public Shares estimated using an assumed Closing Date of May 14, 2026.

Reimbursement for loans and advances to CGC; no such amounts are outstanding as of the date of this proxy statement/ prospectus.

$10,000 per month through the Closing to an affiliate of the Sponsor for office space, utilities, secretarial and administrative support services provided to members of the CGC management team. As of December 31, 2025, CGC incurred $80,000 in fees for these services, of which $50,000 have been paid as of December 31, 2025.

Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.

Peter Yu

See “Sponsor and DirectorCo” above. Mr. Yu may be deemed to control the Sponsor and DirectorCo.

Reimbursement for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus.

CGC Independent Directors (through DirectorCo)

Each of our independent directors, Ali Bouzarif, Kevin Gold and Sanford Litvack, has received for their services as directors an indirect interest in 30,000 founder shares through membership interests in DirectorCo.

Reimbursement for loans and advances to CGC; no such amounts are outstanding as of the date of this proxy statement/ prospectus.

Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.