Overview

Chi Special Acquisition Corp. (the “Company”) is a blank check company formed in 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company completed its initial public offering (IPO) on March 21, 2022, raising $58.4 million which was deposited into a trust account for the benefit of the public stockholders.

Termination of Roxe Merger Agreement

On June 21, 2022, the Company entered into a merger agreement with Roxe Holding Inc. However, on December 31, 2022, the Company and Roxe mutually agreed to terminate the merger agreement.

Business Combination Agreement with Infintium

On January 12, 2024, the Company entered into a non-binding letter of intent for a potential business combination with Infintium Fuel Cell Systems, Inc. This led to the Company entering into a definitive Business Combination Agreement with Infintium on June 26, 2024. However, on October 1, 2025, Infintium informed the Company that it was exercising its right to terminate the agreement.

Extension of Deadline to Complete an Initial Business Combination

The Company has extended the deadline to complete an initial business combination multiple times, with the current deadline being June 21, 2026. To extend the deadline, the Company has made deposits into the trust account ranging from $50,000 to $100,000 per month extension.

Results of Operations

The Company has not generated any operating revenue since inception, as it has been focused on organizational activities and consummating a business combination. For the year ended March 31, 2026, the Company incurred a net loss of $414,679, primarily due to formation and operating costs, franchise tax expense, and income taxes, partially offset by interest income on the trust account and a one-time gain from a business combination deposit forfeited by a former target company.

Liquidity and Going Concern

As of March 31, 2026, the Company had $5,618 in cash and a working capital deficit of $11,591,904. The Company has used cash from its trust account and financing activities to fund its operations and extensions of the deadline to complete a business combination. The Company’s management has determined that the conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plans to address this uncertainty include obtaining additional working capital loans and potentially proceeding with a voluntary liquidation if a business combination is not completed by the deadline.

Critical Accounting Estimates and Recent Accounting Pronouncements

The Company does not have any critical accounting estimates. The Company has adopted recent accounting pronouncements related to income tax disclosures and interim reporting requirements.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

The Company has registration rights agreements with the holders of its founder shares, private placement units, and any private placement units issued upon conversion of working capital loans. The Company also has underwriting agreement obligations, including a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, payable upon completion of a business combination.