Exhibit 10.22(b)

NTHCYCLE,INC.

OMNIBUSAMENDMENTTONOTEPURCHASEAGREEMENTANDSUBORDINATED CONVERTIBLE PROMISSORY NOTES

This Omnibus Amendment to Note Purchase Agreement and Subordinated ConvertiblePromissory Notes (this “Amendment”),isenteredintoasofJuly7,2026(the“EffectiveDate”),by andamongNth Cycle,Inc.,aDelawarecorporation(the“Company”),andtheotherpartiessetforth onthesignaturepageshereto,comprisingholdersoftheNoteApprovalAmount(asdefinedbelow), andamendsandmodifies(i)theNotePurchaseAgreement,datedasofApril24,2026,byand amongtheCompanyandtheindividualsandentitieswhobecamepartiesthereto(the“Purchasers”) (collectively, the “Purchase Agreement”) and (ii) all Subordinated Convertible Promissory Notes issuedunder the Purchase AgreementasoftheEffectiveDate(the“Notes”).All capitalized terms usedbutnototherwisedefinedhereinshallhavethemeaningsascribedtosuchtermsinthe Purchase Agreement.

WHEREAS,pursuanttoSection8.7ofthePurchaseAgreement,thePurchaseAgreement and the corresponding terms of each Note may be amended with the written consent of the Company and holders of Notes representing a majority of the principal amount then outstanding on the Notes (the “Note Approval Amount”);

WHEREAS,pursuanttoSection7.5ofeachoftheNotes,theNotesmaybeamendedwith the written consent of the Company and holders of the Note Approval Amount;

WHEREAS,theCompanyandtheundersignedPurchasers,constitutingtheNoteApproval Amount,desireto(i)amendthePurchaseAgreementandthetermsofallNotesissuedthereunder to, among other things, increase the aggregate principal amount of Notes that the Company is authorized to sell and issue thereunder, amend the Maturity Date and provide for additional conversion terms of the Notes as set forth in this Amendment;and

WHEREAS, except asexpresslyset forthherein,all terms, schedules andExhibitsof the Purchase Agreement shall remain in full force and effect and shall not otherwise be amended.

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties, intending to be legally bound, agree as follows:

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Amendments.

a.

Section1.1ofthePurchaseAgreementisherebyamendedandrestatedinits entirely to read as follows:

“1.1 Authorization.The Company has duly authorized the sale and issuance, pursuant to the terms of this Agreement, at one or more closings, of Subordinated Convertible Promissory Notes in the form attached hereto as Exhibit B in the aggregate principal amount of up to $21,500,000 (each a “Note” and, collectively, the “Notes”).”

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b.

Section 2.1 of the Purchase Agreement is hereby amended by deleting the second sentence thereof in its entirety and replacing it with the following:

“The Company may conduct one or more additional closings to sell the remaining Notes at any time until August 31, 2027 (such date, the “Final Closing Date”).”

c.

Section 3.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“3.1Maturity.EachNoteshallbedueandpayableontheearlierof(i)thelaterof(A) 36 months following the initial Closing Date and (B) the termination of that certain Business Combination Agreement, to be entered into on or about July 15, 2026, by the Company and the other parties thereto (as it may further amended, modified, supplemented or restated from time to time, the “Business Combination Agreement”)onitsterms(otherthanasaresultoftheconsummationoftheBusiness Combination(asdefinedbelow)contemplatedthereby)(the“MaturityDate”),ineach case,uponthewrittenrequestoftheholdersoftheNoteApprovalAmount(asdefined below), provided however, on or after the Maturity Date the Company may elect to payanyNotewithoutnoticeorrequestfromanyNoteHolder,or(ii)theoccurrenceof an Event of Default (as defined below).”

d.

Section3.4(a)(iii)ofthePurchaseAgreementisherebyamendedandrestatedinits entirety to read as follows:

“(iii) The “Capped Price” shall be equal to the per share price implied by a fully-diluted, pre-money valuation of $235,000,000; which valuation includes (without duplication)(A)allsharesofcapitalstockissuedandoutstandingimmediatelyprior to such Qualified Financing, Business Combination or Company Sale, as applicable, (B) all allocated and outstanding but unexercised options pursuant to theCompany’s2020StockIncentivePlan(the“Plan”),(C)inrespectofaQualified Financing only, the reserved but unallocated options under the Plan and any increasetothePlanmadepriortooratthetimeofsuchQualifiedFinancing,and (D)allotherrightstoacquirecapitalstockoftheCompanyoutstandingatthetime of such Qualified Financing, Business Combination or Company Sale, as applicable, in each case exclusive of the Notes.”

e.

The Purchase Agreement is hereby amended by adding a new Section 3.4(c) immediately following Section 3.4(b) thereof, which new section shall read as follows:

“(c)Conversion Upona BusinessCombination.

(i)

Subjecttoandconditionedupontheconsummationofatransactionorseries of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly-traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the shares of common stock of the SPAC is listed on the Nasdaq Stock Market or the

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New York StockExchange(suchtransaction,a“BusinessCombination”),withoutany actiononthepartofanyholderofaNote,theCompanyoranyotherparty, immediately prior to the closing of a Business Combination, all principal andaccruedbutunpaidinterestoneachNoteshallautomaticallyconvert into that number of fully paid and nonassessable shares of the Company’s Common Stock at a conversion price per share equal to the Capped Price. Fortheavoidanceofdoubt,suchBusinessCombinationshallnotconstitute a Company Sale for purposes of Section 3.4(b).

(ii)

Ifany Note is to be automatically converted pursuant to this Section 3.4(c),writtennoticeshallbedeliveredtotheholderofsuchNotenotifying suchholderoftheconversiontobeeffected,specifyingtheCappedPrice, theprincipalamountoftheNotetobeconverted,togetherwithallaccrued and unpaid interest, and the date on which such conversion is expected to occur. Each holder of a Note hereby agrees to execute and deliver to the Company all transaction documents entered into by all other holders of NotesandsuchotheragreementsreasonablyrequestedbytheCompanyin connection with a Business Combination, including (without limitation) any registration rights agreement, stockholders agreement, lock-up agreement or similar agreement. Each holder of a Note also agrees to delivertheoriginalofsuchholder’sNote(oranoticetotheeffectthatthe original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby such holder agrees to indemnify the Company for any loss incurred by it in connection with such Note) at the closing of a Business Combination for cancellation; provided, however, that upon the closing of such Business Combination, each Note shall be deemed converted and of no further force and effect, whether or not it is deliveredforcancellationassetforthinthissentence.TheCompanyshall, as soon as practicable thereafter, issue and deliver to each such holder a notice of issuance of book entry shares for the number of shares of Common Stock to which such holder shall be entitled upon such conversion immediately prior to the consummation of such Business Combination.

(iii)

AnyconversionofaNotepursuanttothisSection3.4(c)shallbedeemed tohavebeenmadeimmediatelypriorto,butconditionedupon,theclosing of the Business Combination, and on and after such date, the Person entitledtoreceivethesharesissuableuponsuchconversionshallbetreated for all purposes as the record holder of such shares. As used herein, “Person” shall mean any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity, or government agency.

”

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f.

EachNoteisherebyamendedbyaddinganewSection4.3immediatelyfollowing Section 4.2 thereof, which new section shall read as follows:

“4.3Business Combination. Upon the closing of a Business Combination, all of theprincipalandinterestonthisNoteshallautomaticallyconvertintosharesofthe Common Stock at the applicable per share price set forth in the Purchase Agreement,andthePayeeshallexecuteallnecessarydocumentsinconnectionwith suchBusinessCombination,allasmorefullydescribedinthePurchaseAgreement.”

2.

Governing Law. This Amendment shall be governed by and construed in accordance with the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

3.

Counterparts. This Amendment may be executed in two or more counterparts (including PDF, or other electronic counterparts), each of which shall be deemed an original, but allofwhichtogethershallconstituteoneandthesameinstrument.Thesignaturepagesheretomay be delivered by facsimile, PDF (or any electronic signature complying with U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

4.

Entire Agreement.This Amendment, together with the Purchase Agreement, the Notes and any future notes to be issued under the Purchase Agreement, constitutes the full and entire understanding among the parties regarding the subject matter in this Amendment.

5.

Limited Amendment.Other than as set forth in this Amendment, all of the terms and conditions of the Purchase Agreement and the Notes will continue in full force and effect.

(Signaturepagesfollow)

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INWITNESSWHEREOF,thepartieshaveexecutedthisOmnibusAmendmentNo.1to Note Purchase Agreement and Notes as of the Effective Date.

[SIGNATURE PAGE TO OMNIBUS AMENDMENT NO.1 TO NOTE PURCHASE AGREEMENT AND NOTES]

INWITNESSWHEREOF,thepartieshaveexecutedthisOmnibusAmendmentNo.1toNotePurchase Agreement and Notes as of the Effective Date.

[SIGNATURE PAGE TO OMNIBUS AMENDMENT NO.1 TO NOTE PURCHASE AGREEMENT AND NOTES

INWITNESSWHEREOF,thepartieshaveexecutedthisOmnibusAmendmentNo.1toNotePurchase Agreement and Notes as of the Effective Date.

[SIGNATURE PAGE TO OMNIBUS AMENDMENT NO.1 TO NOTE PURCHASE AGREEMENT AND NOTES

INWITNESSWHEREOF,thepartieshaveexecutedthisOmnibusAmendmentNo.1toNotePurchase Agreement and Notes as of the Effective Date.

[SIGNATURE PAGE TO OMNIBUS AMENDMENT NO.1 TO NOTE PURCHASE AGREEMENT AND NOTES

INWITNESSWHEREOF,thepartieshaveexecutedthisOmnibusAmendmentNo.1toNotePurchase Agreement and Notes as of the Effective Date.

[SIGNATURE PAGE TO OMNIBUS AMENDMENT NO.1 TO NOTE PURCHASE AGREEMENT AND NOTES

INWITNESSWHEREOF,thepartieshaveexecutedthisOmnibusAmendmentNo.1toNotePurchase Agreement and Notes as of the Effective Date.

[SIGNATURE PAGE TO OMNIBUS AMENDMENT NO.1 TO NOTE PURCHASE AGREEMENT AND NOTES

INWITNESSWHEREOF,thepartieshaveexecutedthisOmnibusAmendmentNo.1toNotePurchase Agreement and Notes as of the Effective Date.

[SIGNATURE PAGE TO OMNIBUS AMENDMENT NO.1 TO NOTE PURCHASE AGREEMENT AND NOTES