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

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in the Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement and Statement.(ii) 2026 First Quarter For 10-Q. As of the date of the Report, there have been no material changes with respect to those risk factors, other than as set forthfactors. below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

All statements other than statements of historical fact included in thethis Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in thethis Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by such forward-looking statements as a result of certain factors detailed in our filings with the SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in thethis Report under Item 1. “Financial StatementsStatements.”.

Following the closing of the Initial Public Offering and Private Placement, thean amount of $299,000,000, comprised of $298,825,000 of the net proceeds from the Initial Public Offering (which amount includes up to $3,000,000 of the Deferred Fee, which amount may be reduced to $850,000 in certain circumstances, pursuant to the terms of the Underwriting Agreement) and $175,000 of the proceeds of the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S. chartered commercial bank with consolidated assets assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since August 15, 2025 (inception) through March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended June March 31,30, 2026, we had a net income of $366,020,$2,416,724, which consists of interest income on marketable securities held in the Trust Account of $1,572,506,$2,657,683, partially offset by operatinggeneral costsand administrative expenses of $242,486 and compensation expense of $964,000.$240,959.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $702,292.$807,890. Net income of $366,020$2,782,744 was affected by interest earned on marketable securities securities held in the Trust Account of $1,572,506$4,230,189 and compensation expense of $964,000. Changes in operating assets and liabilities used $324,445 $459,806 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $300,572,506$302,230,189 (including approximately $1,572,506$3,230,189 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable and exclude the Deferred Fee), 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.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trusteeContinental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of $237,175.$1,131,577. We 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.

In order to fund working capital capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, Combination, we intend to repay such Working Capital Loans. 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 Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. As of MarchJune 31,30, 2026 and December 31, 31, 2025, we did not have any borrowings under any Working Capital Loans.

Commencing on February 4, 2025, and until the completion of our Business Combination or liquidation, we reimburse OJJA II, LLC, an affiliate of the Sponsor, $10,000 per month for administrative and shared personnel support services pursuant to the Administrative Support Agreement. For the three and six months ended MarchJune 31,30, 2026, we incurred and paid $20,000$30,000 and $50,000, respectively, in fees for these services.

The preparation of the unaudited condensed financial statements and notes thereto included in thethis Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in thethis Report under Item 1. “Financial Statements” could be materially affected. As of MarchJune 31,30, 2026, we have identified two critical accounting estimates as it relates to the Public Warrants and transfer of Founder Shares as reflected in the unaudited condensed financial statements and notes thereto included included in thethis Report under Item 1. “Financial StatementsStatements.”.

Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensedour financial statements and notes thereto included in thethis Report under Item 1. “Financial StatementsStatements.”.