{"url_path":"/sec/cik-0001852889/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1852889/0001829126-26-006699-index.html","accession_number":"0001829126-26-006699","cik":"0001852889","ticker":null,"issuer_name":"Libity","edgar_url":"https://www.sec.gov/Archives/edgar/data/1852889/0001829126-26-006699-index.html","primary_entity_key":"0001852889","primary_entity_name":"Libity"},"word_count":558,"has_tables":true,"body_markdown":"**Item 13. Certain Relationships and Related Transactions, and Director Independence**\n\n \n\n**Founder Shares and Private Placement Warrants**\n\n \n\nOn March 12, 2021, the Former Sponsor purchased 7,187,500 Founder Shares for $25,000. In March 2022, the Former Sponsor surrendered 718,750 Founder Shares for no consideration, leaving the Former Sponsor with 6,468,750 Founder Shares. On August 12, 2024, the Former Sponsor converted 6,468,749 Founder Shares into Class A ordinary shares on a one-for-one basis (completed November 18, 2024), leaving one Founder Share outstanding. Simultaneously with the IPO, the Former Sponsor purchased 16,087,500 Private Placement Warrants at $1.00 per warrant.\n\n \n\n14\n\n \n\n \n\n**Sponsor Purchase Agreement (August 28, 2025)**\n\n \n\nPursuant to the Sponsor Purchase Agreement, the\nFormer Sponsor sold to the Current Sponsor (i) 4,528,124 Class A ordinary shares, (ii) 1 Class B ordinary share, and (iii) 11,261,250\nPrivate Placement Warrants for an aggregate purchase price of $1.00. The Former Sponsor retained 1,940,625 Class A ordinary shares and\n4,826,250 Private Placement Warrants. The Former Sponsor also (a) funded approximately $133,297 of third-party vendor obligations on behalf\nof the Company, and (b) forgave approximately $4,917,496 of related-party balances (Working Capital Loan of $2,836,172, Convertible Promissory\nNote of $1,650,000, amounts Due to Sponsor of $161,324, and accrued Administrative Services Fee of $270,000). The aggregate forgiveness\nand payment of $5,050,793 was recorded as a capital contribution to additional paid-in capital. At closing, the Company’s IPO-era\nletter agreement was terminated, and the Current Sponsor entered into a joinder to the Registration and Shareholder Rights Agreement with\nrespect to the Transferred Securities.\n\n \n\n**Working Capital Loans – Current Sponsor**\n\n \n\nFollowing the August 28, 2025 closing, the\nCurrent Sponsor has agreed to advance working capital loans of up to $300,000 to fund the Company’s ongoing operating expenses.\nSuch loans are non-interest bearing, and repayable upon the earlier of (i) the date on which Company consummates its initial business\ncombination or (ii) the date on which Company determines to cease pursuing a business combination. As of December 31, 2025, $4,194\nwas outstanding under these arrangements.\n\n \n\n**Extension Contributions**\n\n \n\nPrior to August 28, 2025, the Former Sponsor funded extension contributions to the Trust Account. Following the closing of the Sponsor Purchase Agreement, the Current Sponsor assumed responsibility for all monthly extension contributions of $50,000 per month required under the May 12, 2025 extension.\n\n \n\n**Sponsor Support Agreement**\n\n \n\nConcurrently with the execution of the Business\nCombination Agreement on April 8, 2026, the Current Sponsor entered into a Sponsor Support Agreement pursuant to which it agreed\nto vote in favor of the Business Combination, waive its redemption rights, and to waive certain anti-dilution rights. The agreement includes\ncustomary transfer restrictions and will terminate upon the earlier of closing or termination of the Business Combination Agreement.\n\n \n\n**Registration Rights**\n\n \n\nThe holders of the Founder Shares, Private Placement Warrants and warrants issuable upon conversion of working capital loans (including Samara Special Opportunities as successor to a portion of such securities pursuant to its joinder to the Registration and Shareholder Rights Agreement) are entitled to registration rights, including up to three demand registrations and customary “piggyback” rights.\n\n \n\n**Director Independence**\n\n \n\nFollowing the Nasdaq delisting on July 14, 2025, the Company is no longer subject to the director-independence rules of Nasdaq. Neither of the Company’s two current directors would be considered “independent” within the meaning of Nasdaq rules or Rule 10A-3 under the Exchange Act because each is affiliated with the Current Sponsor.\n\n \n\n15"}