CHPG 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 March 27, 2024 (inception) to March 31,June 30, 2026 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We may generate non-operating income in the form of interest income on marketable securities 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 in connection with completing an initial business combination.

For the three months ended MarchJune 31,30, 2026, we had a net income of $571,370,$583,350, which consisted of the interest and dividend earnedincome on investments held in the trust account account of $676,197.$686,681. This was partially offset by formation and operating costs of $104,827.$103,331.

For the three months ended MarchJune 31,30, 2025, we had a net loss of $117,327,$70,056, which consisted of formation and operating costs of $117,327.$162,486 and stock compensation expenses of $155,094. These were partially offset by interest and dividend income on investments held in the trust account of $248,334.

The Company’s liquidity needs up to MarchJune 31,30, 2026 had been satisfied through a payment from the Sponsor HoldCo of $25,000 for the founder shares to cover certain offering costs and the proceeds from the public offering and private placements.

As of MarchJune 31,30, 2026, the Company had cash of $16,862$16,618 and a working capital deficit of $182,396.$285,727.

For the threesix months ended MarchJune 31,30, 2026, there was $6,389$183,778 of cash used in operating activities resulting from interest and dividend earnedincome on investments held in the trust account of $676,197.$1,362,878. The changes were partially offset by net income of $571,370,$1,154,720, a decrease in prepaid expenses of $19,342, $21,571, and an increase in accounts payable and accrued expenses of $76,867.$5,039.

For the threesix months ended MarchJune 31,30, 2025, there was $86,781$400,679 of cash used in operating activities resulting from a net loss of $117,327,$187,383, interest and dividend income on investments held in the trust account of $248,334, an increase in prepaid expenses of $2,954,$106,832, an increase in prepaid expenses for related parties of $12,500, and a decrease in accounts payable and accrued expenses of $29,283.$55,735. The changes were partially offset by stock ancompensation increase in due to related partiesexpenses of $37,530$155,904 and an increase in accruedexpenses offeringfor costsrelated parties of $25,253.$54,201.

For the threesix months ended March 31,June 30, 2026, there was $6,000$183,144 of cash provided by financing activities resulting from the proceeds from a working capital loan from a related party.

For the threesix months ended MarchJune 31,30, 2025, there was $89,310$75,907,630 of cash provided by financing activities mainly resulting from the proceeds from athe IPO of $74,750,000, the proceeds from the private placement concurrent with the IPO of $2,300,000, and the proceeds from promissory note from afor related partyparties of $95,048. The changes were partially offset by the payment of $85,220.the underwriting discount of $747,500 and the payment of deferred offering costs of $489,918.

As of MarchJune 31,30, 2026, the Company had $157,671$334,815 of borrowings under the working capital loans.

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.