Management Consulting and Corporate Advisory Services Engagement Letter between Ontogeny Capital L.L.C-FZ and the Registrant

Exhibit 10.9

ONTOGENY CAPITAL L.L.C-FZ

Lic. No.: 2530055.01

Meydan Grandstand, 6th floor

Meydan Road

Nad Al Sheba

Dubai, United Arab Emirates

April 29, 2025

MSM FRONTIER CAPITAL ACQUISITION CORP.

c/o Mourant Governance Services (Cayman) Limited

94 Solaris Avenue

Camana Bay

P.O. Box 1348

Grand Cayman KY1-1108

Cayman Islands

Attention:

Muazzam Sharu Mairawani, Chairman

Tope Adedara, CEO

Dear Mr. Muazzam Sharu Mairawani and Tope Adedara,

This letter (the “Engagement Letter” and “Agreement”) confirms that the parties have agreed to the novation of an agreement dated 13^th January 2025 between MSM FRONTIER CAPITAL ACQUISITION CORP. and Ontogeny Capital LTD Management Consultancies LLC to Ontogeny Capital L.L.C-FZ as the result of which Mr. Muazzam Sharu Mairawani, Chairman and Mr. Tope Adedara, CEO (the “Sponsor”) have engaged Ontogeny Capital L.L.C-FZ (“OC” or “Advisor”) as advisor for MSM FRONTIER CAPITAL ACQUISITION CORP. (“SPAC Company”) in the capacity of Corporate Advisory & Management Services Advisor to the IPO for USD ($) 225 Mn with potential green shoe (over- allotment) option of 15% above the size of the IPO of USD ($) 225 Mn and to coordinate with the Underwriter, SPAC Legal Counsel, Auditor, Bookkeeper, Printer, Trustee, and D&O Insurance Broker for investment for a proposed Public Offering of Units of MSM Frontier Capital Acquisition Corp. (SPAC Company), and other matters incidental thereto (collectively, the “Transaction”).

This engagement shall be exclusive with respect to the Transaction for supporting and providing management consultancy and corporate advisory services related to the SPAC Sponsor risk capital strategy for non-U.S. investors not exceeding an amount of USD ($) 6,632,500.00 (United States of America Dollars Six Million Six Hundred Thirty Two Thousand Five Hundred dollars) (“Sponsor Contribution”). OC shall advise the Sponsor on the specific terms and conditions of the Transaction which shall be determined by good faith negotiations on a best effort basis between the Sponsor, the SPAC Company and its shareholders (if applicable) and the Sponsor. SPAC Company, MSM Frontier Capital Acquisition Corp., with references herein to the “SPAC Company” shall be deemed to include any entity that the Sponsor may form or utilize to affect any Transaction contemplated hereby.

ONTOGENY CAPITAL L.L.C-FZ

Meydan Grandstand, 6th floor - Meydan Road, Nad Al Sheba - Dubai, United Arab Emirates

Section 1. Scope of Engagement and Services. In connection with this engagement, OC shall, as appropriate provide management consulting and corporate advisory services with the following scope:

ONTOGENY CAPITAL L.L.C-FZ

Meydan Grandstand, 6th floor - Meydan Road, Nad Al Sheba - Dubai, United Arab Emirates

Section 2. Compensation.

OC shall be paid an advisory fee of USD ($) 3,518,750.00 (United States of America Dollars Three Million Five Hundred Eighteen Thousand Seven Hundred Fifty dollars) for a SPAC size of USD ($) 225,000,000.00 (United States of America Dollars Two Hundred Twenty-Five Million dollars) in the IPO or an enhanced total fees of USD ($) 3,982,813.00 (United States of America Dollars Three Million Nine Hundred Eighty-Two Thousand Eight Hundred Thirteen dollars) if the green shoe (Over-allotment) of 15% (fifteen percent) has been exercised in the IPO process where the total raised IPO of the SPAC Company is USD ($) 258,750,000.00 (United States of America Dollars Two Hundred Fifty-Eight Million Seven Hundred Fifty Thousand dollars). The payables due to OC are stated as per the following table below:

Additionally, upon consummation of the Transaction as a business combination as contemplated under the SPAC Company as stated in the SPAC Company’s registration statement F-1 filed with the regulator SEC (Securities Exchange Commission), it is also undertaken that OC will continue to provide management consultancy and corporate services together with support for evaluation of targets towards completing a business combination including to support and assist the management of the SPAC Company for the proxy, F-4, to be filed with SEC, conducting the shareholder meetings, organizing the vote and to provide all assistance required for the closing of the business combination by the SPAC Company.

In consideration of and for the provision of services from the time of the completion of IPO of the SPAC Company until the end of the business combination by the SPAC Company, Mr. Muazzam Sharu Mairawani and Mr. Tope Adedara as authorized signatories on behalf of the SPAC Company undertakes that an amount of USD ($) 3,881,250.00 (United States Dollars One million eight hundred sixty eight thousand seven hundred fifty only) shall be payable by the SPAC Company, MSM Frontier Capital Acquisition Corp., to OC as management consultancy and corporate advisory services fee. The fee due to OC by the SPAC Company is only due upon completion of the business combination and payable within seven (7) working days of the completion of the business combination by the SPAC Company. However, if such transaction occurs through multiple closings, then pro rata portion of such fees shall be paid upon each closing. All payments to OC shall be made to the person or the entity named by OC in writing or by an email or an invoice as issued for and on behalf of OC. The settlement of an invoice issued by OC shall be deemed completed upon payment of the amount to the person or entity named under the invoice issued by OC pursuant to this Engagement Letter.

ONTOGENY CAPITAL L.L.C-FZ

Meydan Grandstand, 6th floor - Meydan Road, Nad Al Sheba - Dubai, United Arab Emirates

Section 3. Expenses. The SPAC Company shall reimburse OC for all of its agreed-upon, actual and out-of-pocket expenses that are pre-approved in writing by SPAC Company including but not limited to reasonable and documented travel (First Class Only for OC Founder / Managing Director and Business Class only for other OC members), appropriate lodging and other incidental expenses, incurred in connection with the Transaction, whether or not the Transaction is completed, subject to presentation of appropriate documentation evidencing such out-of-pocket expenses. For the purpose of clarity, OC will not bear any legal, accounting, printing or other expenses in connection with the Transaction considered or consummated hereby and will only incur such expenses to the extent they are pre-approved in writing by the SPAC Company.

Section 4. OC’s and the Company’s Relationships with Others. It is acknowledged that OC and its affiliates are in the business of providing management consulting advisory and corporate advisory services to others and agreed that the provision of such services to other parties shall not constitute a breach hereof of any duty owed to the SPAC Company by virtue of this Agreement. Further, OC specifically is not receiving any finder’s Fee, commission or any other fee from any other person including from Underwriter in respect of the IPO at any time.

Section 5. Confidential Information. In connection with the rendering of services hereunder, OC has been or will be furnished with certain confidential information (verbally or by written means) of the SPAC Company, its affiliates including, but not limited to, business information, financial statements and information, cost and expense data, scientific data, intellectual property, trade secrets, business strategies, marketing and customer data, and such other information not generally available from public or published information sources. All such information (whether or not classified or identified as confidential) shall be deemed “Confidential Material” and shall be kept strictly confidential, used solely in connection with the provision of services contemplated hereby, and shall not be disclosed by OC, or its affiliates, directors, officers, employees and representatives without the prior written consent of SPAC Company. In the event OC is required by applicable law to disclose any of the Confidential Material to a regulatory or government authority, OC will deliver to the SPAC Company prompt notice of such requirement (by email, fax or overnight courier promptly following OC’s knowledge or determination of such requirement) prior to such disclosure so the SPAC Company may seek an appropriate protective order and/or waive compliance of this provision. If, in the absence of a protective order (because the SPAC Company elected to not seek such an order or it was denied by a court of competent jurisdiction) or receipt of written waiver, OC is nonetheless, in the written opinion of its counsel, compelled to disclose any Confidential Material, OC may do so by giving due consideration to any comments received from the Company in relation to such disclosure without liability hereunder.

Section 6. Public Announcements. OC may publicize OC’s role hereunder subject to an advanced approval in writing by the Sponsor of the SPAC, of such publication and to any applicable law, including the US securities regulations. SPAC Company, MSM Frontier Capital Acquisition Corp., further agrees to include reference to OC’s role in the Transaction in the press releases regarding the Transaction (the “Press Releases”). OC shall have the right to review the Press Releases prior to publication.

Section 7. Governing Law and Dispute Resolution. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without regard to principles of conflicts of law thereof. Any and all disputes, controversies or claims arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally and exclusively resolved by arbitration in accordance with the rules as at present in force. The arbitration shall take place in New York City, the State of New York. The parties hereby submit themselves to the exclusive jurisdiction of the arbitration tribunal in the City of New York, the State of New York. To the extent permitted by law, the award of the arbitrators may include, without limitation, one or more of the following: a monetary award, a declaration of rights, an order of specific performance, an injunction, reformation of the contract. The decision of the arbitrators shall be final and binding upon the parties hereto, and judgment on the award may be entered in any court having jurisdiction over the subject matter thereof. Each party to the arbitration shall bear its own expenses of the arbitration (including without limitation reasonable fees and expenses of counsel, experts and consultants).

Signature page follows

ONTOGENY CAPITAL L.L.C-FZ

Meydan Grandstand, 6th floor - Meydan Road, Nad Al Sheba - Dubai, United Arab Emirates

We are delighted to accept this engagement and look forward to working with you on this assignment. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us one copy of this enclosed duplicate of this Engagement Letter.

ONTOGENY CAPITAL L.L.C-FZ

Meydan Grandstand, 6th floor - Meydan Road, Nad Al Sheba - Dubai, United Arab Emirates

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