Transaction Details

Footnotes

On November 6, 2025, HCM Investor Holdings II, LLC (the "Sponsor") distributed an aggregate of 5,675,000 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") and 4,275,000 Warrants, convertible to 4,275,000 shares of Common Stock, to its members as a distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. 2,755,000 shares of Common Stock and 775,000 Warrants were distributed to Shawn Matthews on such basis. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by the Sponsor (as it relates to Mr. Matthews' deemed beneficial ownership of the securities held by the Sponsor) to its members from the Sponsor, were exempt from Section 16 of the Securities Exchange Act of 1934. | Shawn Matthews is the record holder of such securities. Shawn Matthews is the sole Managing Member of HCM Investor Holdings II, LLC and shares voting and investment discretion with respect to the securities held by HCM Investor Holdings II, LLC. | Mr. Matthews is the sole managing member of Hondo Holdings LLC, which is registered owner of these warrants, and Mr. Matthews holds voting and investment power with respect to warrants held of record by Hondo Holdings LLC.