Nasdaq rules require U.S. domestic issuers to maintain compensation and nominating and corporate governance committees composed entirely of independent directors.

In accordance with Cayman Islands law, our Compensation Committee and our Nominating and Corporate Governance Committee each consist of three directors, two of whom are independent under Nasdaq listing standards. Cayman Islands law does not require that these committees be composed entirely of independent directors, and we follow home country practice with respect to their composition.

Nasdaq rules require independent directors of U.S. domestic issuers to hold regularly scheduled executive sessions without management or non-independent directors present.

Cayman Islands law does not require independent directors to hold such sessions. Our independent directors communicate regularly; however, we do not currently conduct regularly scheduled executive sessions separate from meetings of the full Board.

Nasdaq rules and Rule 10A-3 under the U.S. Securities Exchange Act of 1934 require that each member of a listed company’s audit committee be independent, subject to transition provisions applicable to newly listed companies.

Following our initial listing on Nasdaq in connection with our business combination on June 27, 2025, we are relying on the applicable transition period for audit committee independence. Our Audit Committee currently consists of three directors, two of whom are independent under applicable Nasdaq and U.S. securities law standards.

We expect to achieve full compliance with the audit committee independence requirements within the time period permitted under Nasdaq rules.