BEBE 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 June 13, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those activities necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for 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 from the proceeds derived from the Initial Public Offering and sale of Private Placement Warrants 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.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,109,516$1,171,557 which consisted of $1,213,410$1,225,603 of interest income on investments held in the Trust AccountAccount, partially offset by $103,894$54,046 of general and administrative costs.

For the periodsix frommonths ended June 13, 2025 (inception) through March 31,30, 2026, we had net income of $1,255,347,$2,281,073 which consisted of $1,323,191$2,439,013 of interest income on investments held in the Trust AccountAccount, and $126,000 of change in fair value in over-allotment option liability partially offset by $193,844$157,940 of general and administrative costs.

For the three months ended MarchJune 31,30, 2026, cash used in operating activities was $40,878.$96,844. Net income of $1,109,516$1,171,557 was affected by income in investments held in trust trust account of $1,213,410$1,225,603 and partially offset by payment of bank charges through the trust account of $2,450$1,055 and changes in operating assets assets and liabilities of $60,566.$43,853.

As of MarchJune 31,30, 2026, we had cash and marketable securities held in trust account of $151,320,741.$152,545,289. We may withdraw interest from the trust account to pay income taxes and up to $100,000 to pay dissolution expenses. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less permitted withdrawals), to complete our Business Combination. To the extent that our share capital 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. For the three months ended MarchJune 31,30, 2026, there were no withdrew on the cash held in trust account.

As of MarchJune 31,30, 2026, we had cash at bank of $642,920$386,697 for working capital purpose. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

On July 31, 2025, our Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest bearing. As of MarchJune 31,30, 2026, there was $150,426$426 outstanding outstanding borrowings under the Promissory Note.

In order to fund working capital deficiencies or finance transaction costs in connection with our Business Combination, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. 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 such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into private placement warrants of the post Business Combination entity at a price of $0.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of MarchJune 31,30, 2026, there were no amounts outstanding under the working capital loan. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

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 in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We entered into an agreement with our Sponsor on December 18, 2025, pursuant to which we agreed to pay our Sponsor up to $2,500 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. For the three months ended MarchJune 31,30, 2026, we incurred $8,306$15,000 for these services.