AIIA 10-K & 10-Q changes, risk factors and insider trading

We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 13, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.expenses incurred to identify and evaluate prospective target businesses.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,071,471,$1,087,076, which consisted of interest income and interest earned on investments held in the Trust Account of $1,234,490,$1,252,303, offset by general and administrative expenses of $163,301.$165,227.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $114,683.$375,713. Net income of $1,071,471$2,158,548 was affected by the interest earned on investments held in the Trust Account of $1,224,490.$2,467,934. Changes in operating assets and liabilities providedused $38,336$66,327 of cash fromin operating operating activities.

As of MarchJune 31,30, 2026, we had investments held in the Trust Account of $140,479,489.$141,722,933. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned in the Trust Account, which interest shall be net of taxes payable, to complete our Business Combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had $1,119,332$858,302 of cash and cash equivalents and working capital of $957,413.$801,046. We use the funds held outside the Trust Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, extend to us Working Capital Loans as may be required. If we complete a Business Combination, we would repay any such Working Capital Loans.Loans (or satisfy obligations through a conversion into units (as noted below)). In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay any Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into units identical to the Private Placement Units, at a price of $10.00 per unit at the option of the lender.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term commitments as of MarchJune 31,30, 2026.

The Public Shares contain a redemption feature which allows for the redemption of the Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with the guidance in Accounting Standards Codification (“ASC”) 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of MarchJune 31,30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The statement of incomes includes a presentation of income per redeemable share and income per non-redeemable share following the two class method of income per share. In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net income less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. The calculation of diluted net income per share does not consider the effect of the Public rights since the exercise of the rights is contingent upon the occurrence of a future event. As of MarchJune 31,30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per share is the same as basic net income per share.