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

If we have not completed our Business Combination by March 3, 2026,2027, unless otherwise extended, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public share from the Trust Account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond March 3, 20262027 (or at end of any Extension Period) before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our Business Combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our Business Combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete our Business Combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. Our Initial Shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their Founder SharesShares, including the Class A ordinary shares issued upon conversion of the Founder Shares, and any public shares held by them in favor of our Business Combination. As a result, given that our Initial Shareholders own approximately 85.9%96.6% of our outstanding ordinary shares, we don’tdo not need any additional public shares voted in favor of a Business Combination in order to have our Business Combination approved.

The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, whichand may make it more difficult for us to enterconsummate into aour Business Combination with a target.Combination.

We have entered into the Merger Agreement with Tigerless, and the Merger Agreement may seekrequire us to entersatisfy into a Business Combination transaction agreement with a prospective target that requires as acertain closing conditionconditions, thatincluding weconditions haverelated ato minimum net worth or a certainthe amount of cash.cash available at closing. As of March 31, 2025,2026, we had approximately $2,382,346 million$2,456,980 in our Trust Account. If too many public shareholders exercise their redemption rights, we may not be able to meet such closing conditionconditions and, as a result, may not be able to consummate the Business Combination. ProspectiveAny targetsprospective target will be aware of these risks and, thus, may be reluctant to enter into or consummate a Business Combination with us.us if we are unable to consummate the business combination with Tigerless. If we are able to consummate a Business Combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay, among other fees, the deferred underwriting commissions owed by us in connection with our Public Offering.

The requirement that we consummate a Business Combination before March 3, 20262027 may give Tigerless or other potential target businessescounterparties leverage over us in negotiating or consummating a Business Combination and may limit the time we have in which to conduct due diligence onor potentialsatisfy businessclosing combination targets,conditions, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Business Combination on terms that would produce value for our shareholders.

Any potential target businessTigerless, with which we enterhave entered into negotiationsthe concerningMerger aAgreement, Businessand Combinationany other potential counterparties will be aware that we must consummate a Business Combination by March 3, 2026,2027, unless otherwise extended. Consequently, Tigerless or any such target businesscounterparty may obtain leverage over us in negotiating or consummating a Business Combination, knowing that if we do not complete our Business Combination with thatTigerless particularor another target business, we may be unable to complete our Business Combination with any target business. This risk will increase as we get closer to the end of the time frame described above. In addition, we may have limited time to conduct due diligencediligence, obtain required approvals, secure financing and satisfy other closing conditions, and may enter into or consummate our Business Combination on terms that we would have rejected upon a more comprehensive investigation.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our Business Combination. If we have not consummated our Business Combination by March 3, 2026,2027, unless otherwise extended, our public shareholders may receive only approximately$11.62approximately $12.02 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

WeAlthough we have entered into the Merger Agreement with Tigerless, we have encountered, and expect to continue to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for thebusiness typescombination of businesses we intend to acquire.opportunities. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. They may have longer periods to complete a business combination, biggera larger shareholder base andbase, more funds in their trust accountsaccounts, and more working capital available for the completion of a business combination. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. Given the limited funds we have in our Trust Account and as working capital, and given the limited time we have to complete a Business Combination by March 3, 2026,2027, unless otherwise extended, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our Business Combination in conjunction with a shareholder vote or via a tender offer. TargetTigerless and any other target companies will be aware that this may reduce the resources available to us for our Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we have not consummated our Business Combination by March 3, 2026,2027, unless otherwise extended, our public shareholders may receive only approximately $11.62$12.02 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.62$12.02 per public share” and other risk factors herein.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our Business Combination, and results of operations .operations.

We do not believe that our principal activities subject us to the Investment Company Act. In order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, we have beeninstructed holdingContinental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and to hold all funds in ourthe Trust Account in cash initems anuntil interestthe bearingearlier demandof account.consummation of our Business Combination or liquidation. Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets other than certain government securities or money market funds investing in government securities.assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The Public Offering was not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete our Business Combination by March 3, 20262027 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing a Business Combination by March 3, 2026,2027, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Business Combination. If we have not consummated our Business Combination within the required time period, our public shareholders may receive only approximately $11.62$12.02 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

We may seekconsummate acquisitionour opportunitiesBusiness Combination with a target business that is an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our Business Combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete all appropriate due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact aany target business.

We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results .results.

Resources could be wasted in researchingpursuing our proposed Business Combination with Tigerless or other acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

We anticipate that the investigation of eachTigerless or any other specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decideare notunable to complete aour specificproposed Business Combination,Combination with Tigerless or another target business, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

Our Business Combination or any related reincorporation may result in taxes imposed on shareholders or warrant holders.

Our public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of a Business Combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to certain limitations, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete our Business Combination by March 3, 2026 or2027or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not completed our Business Combination by March 3, 2026,2027, subject to applicable law and as further described herein. Public shareholders who elect to have their Class A ordinary shares redeemed in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of a Business Combination or liquidation if we have not completed our Business Combination by March 3, 2026,2027, with respect to such Class A ordinary shares so redeemed. In no other circumstances does a public shareholder have any right or interest of any kind in the Trust Account. Holders of Warrants do not have any right to the proceeds held in the Trust Account with respect to the Warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or Public Warrants, potentially at a loss.

ThereOur issecurities are not currently nolisted on a national securities exchange, and we cannot assure you that an active trading market for our securities.securities exists or will be sustained. Shareholders thereforemay have nolimited access to informationmarket aboutquotations prioror markettrading history on which to base their investment decision.decisions. Even if our securities commence trading, our securities will not be trading on a national securities exchange, and therefore we cannot assure you that an active trading market will exist. Furthermore, even if an active trading market for our securities develops, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained. As a result, the Company could face significant material adverse consequences, including: (i) a limited availability of market quotations for the Company’s securities, (ii) reduced liquidity for the Company’s securities, (iii) a determination that our shares are “penny stocks” which will require brokers trading in our shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) making the Company a less attractive acquisition vehicle to a target business in connection with an initial business combination. Any of the foregoing could have a material adverse effect on the Company’s ability to consummate an initial business combination.

Our Initial Shareholders own approximately 30.66%96.6% of our issued and outstanding ordinary shares. Accordingly, they may exert control over actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. Our third amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of the Public Offering and of the sale of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our Business Combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Founder Shares. Our Sponsor and its permitted transferees, if any, who, together with the Funds, collectively beneficially own approximately 96.6% of our issued and outstanding ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result of the ownership by our initial shareholders,result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior without the support from any public shareholders, even if you do not agree with such amendment. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

In addition, our board of directors is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our Business Combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our Initial Shareholders, because of their ownership position, will control the outcome, as only holders of our FounderClass SharesB ordinary shares will have the right to vote on the appointment of directors and to remove directors prior to our Business Combination. In addition, the FounderClass Shares,B allordinary of which are held by our Initial Shareholders,shares will, in a vote to continue the Company in a jurisdiction outside the Cayman IslandsIslands, (which requires the approval of at least two thirdstwo-thirds of the votes of all ordinary shares),shares, entitle the holders to ten votes for every FounderClass Share.B ordinary share. This provision of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least two-thirds of our ordinary shares voting in a general meeting. As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our Business Combination. Accordingly, our sponsor will continue to exert control at least until the completion of our Business Combination. In addition, we have agreed not to enter into a definitive agreement regarding a Business Combination without the prior consent of our sponsor.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than$11.62than $10.20 per public share.

Prior to our Business Combination, only holders of our FounderClass SharesB ordinary shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our Business Combination, holders of a majority of our FounderClass SharesB ordinary shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of a Business Combination.

The grant of registration rights to our initialSponsor and to our shareholders who executed non-redemption agreements in connection with our First Extension Meeting may make it more difficult to complete our Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

The registration rights granted to our initial shareholders and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our Business Combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our initialSponsor shareholdersor its permitted transferees are registered for resale.

We have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, if among other things the closing price of our Class A ordinary shares has been at least $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant) for any 20 trading days within the 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you to (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, we expect would be substantially less than the market value of your Public Warrants. None of theThe Private Placement Warrants willwere becancelled redeemableeffective byJuly us.11, 2025 in connection with the sponsor transition and, accordingly, no Private Placement Warrants remained outstanding as of March 31, 2026.

On May 13, 2021, our Sponsor and the Funds paid $25,000, or approximately $0.004 per share, to cover certain of our offering and formation costs in consideration of 5,750,000 Founder Shares. Prior to the initial investment in the company of $25,000 by the Sponsor and the Funds, we had no assets, tangible or intangible. The per share price of the Founder Shares was determined by dividing the amount contributed to us by the number of Founder Shares issued. The Founder Shares will be worthless if we do not complete a Business Combination. The personal and financial interests of our sponsor and executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing a Business Combination and influencing the operation of the business following the Business Combination.

Following the completion of the Public Offering and until we consummate our Business Combination, we intend to engage in the business of identifying and combining with one or more businesses or entities. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including the special purpose acquisition company noted below and any other special purpose acquisition companies they may become involved with, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

As previously disclosed, wemanagement identified material weaknessesdeficiencies in our internal control over financial reporting relatedrelating to (i) the accounting for complex financial instruments and (ii) the review and approval of adjustingadjustments to journal entries.entries, which constituted material weaknesses. As of March 31, 2026, these material weaknesses had not been remediated. As a result of the identified material weaknesses, our management concluded that our internal controlscontrol over financial reporting was not effective.effective as of March 31, 2026.

Our corporate affairs arewill be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We arewill also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

On March 1, 2023, we entered the Lexasure Business Combination Agreement with Lexasure, Lexasure Pubco, the Merger Subs, the SPAC Representative, and the Seller Representative, for the Lexasure Business Combination. Pursuant to the Lexasure Business Combination Agreement, Lexasure Pubco was expected to serve as the parent company of each of the Company and Lexasure following the consummation of the Lexasure Business Combination. On April 19, 2023, pursuant to the Financial Side Letter, Lexasure agreed to loan us the Lexasure Loan up to a maximum of $600,000. The Lexasure Loan was unsecured and interest free. In connection with the Lexasure Loan, at the closing of the Lexasure Business Combination (or in the event of an Alternative Closing), the Sponsor had agreed to transfer a number of Ordinary Shares to Lexasure or its designee equal to (x) the amount of the Lexasure Loan that is used by us and not returned to Lexasure at or prior to the closing of the Lexasure Business Combination or Alternative Closing (less any amounts applied pursuant to the termination fee provision of the Lexasure Business Combination Agreement), divided by (y) $10.00 per share. Under the Financial Side Letter, the Lexasure Loan was intended to be repaid at the closing of the Lexasure Business Combination. In the event the Lexasure Business Combination Agreement was terminated, the Lexasure Loan was to be cancelled and no amounts would be owed by the Company, provided that any amounts advanced by Lexasure would reduce the amounts payable by Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreement. On March 22, 2024, the parties entered into a Termination and Release Agreement pursuant to which they terminated the Lexasure Business Combination Agreement, and the Company was no longer pursuing the Lexasure Business Combination. In connection with the termination of the Lexasure Business Combination Agreement, the Lexasure Loan was cancelled in accordance with the Financial Side Letter and no amounts were owed by the Company.

On June 10, 2024, we received a notice from the Listing Qualifications Department (the “Staff”) of Nasdaq indicating that, as we were not able to complete a business combination within 36 months of the effectiveness of its IPO registration statement, or March 5, 2024, as required under Nasdaq Listing Rule IM-5101-2 (the “Rule”), we did not comply with the Rule and our securities were subject to delisting. In that regard, the Staff determined that our securities would be delisted from trading on Nasdaq and suspended at the opening of business on June 12, 2024. The Notice indicated that we had the right to appeal the Staff’s determination to a hearings panel. However, pursuant to Nasdaq Listing Rule5815Rule 5815(c)(1)(H), in the case of a company whose business plan is to complete one or more acquisitions, such as the Company, where the Notice is based on a failure to satisfy the requirement of the Rule to consummate a business combination within 36 months, the panel may only reverse the delisting decision where there has been a factual error applying the Rule. Based on the foregoing, we decided not to appeal the suspension.

As of March 31, 2026, we had $4,540 in cash and a working capital deficit of $325,469 In order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. Such Working Capital Loans would be evidenced by promissory notes. The Working Capital Loans may be repaid upon completion of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be converted upon completion of an Initial Business Combination into warrants at a price of $1.00 per warrant. Such warrants would behave terms identical to those described in the Privateworking Placementcapital Warrants.promissory note. In the event that an Initial Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On February 1, 2023, we executed the WCL Agreement, a Working Capital Loan pursuant to which the Sponsor agreed to loan us funds up to $1,500,000. As of March 31, 2025, we had borrowed $1,471,195 and had $28,805 available to us under the WCL Agreement.

For the year ended March 31, 2026 and March 31, 2025, there were no investing activities For the year ended March 31, 2026, net cash provided by financing activities was $175,251,$191,741, which was due to $175,251proceeds receivedfrom asnote payable and advances from related party advances.of $191,741.

For the year ended March 31, 2025, net cash provided by financing activities was $175,251, which was due to $175,251 received as related party advances Based on the foregoing, it is possible that the $1,611$ 4,540 in cash held outside the Trust Account on March 31, 20252026 might not be sufficient to allow us to operate for at least 12 months from the date of this Report, assuming that an Initial Business Combination is not consummated during that time. Until consummation of the Initial Business Combination, we have used and may continue to use these funds to pay existing accounts payable, identify and evaluate prospective Initial Business Combination candidates, perform due diligence on prospective target businesses, pay for travel expenditures, select the target business to merge with or acquire, and structure, negotiate and consummate the Initial Business Combination.

The holders of the Founder Shares, Private Placement WarrantsShares and Warrants that may be issued upon conversion of Working Capital Loans or an extension loan (and any ordinary shares of Ordinary Shares issuable upon the exercise of the Private Placement Warrants or Warrantswarrants issued upon conversion of the Working Capital Loans or anExtension extension loanLoan and upon conversion of the Founder Shares) are entitled to registration rights pursuant to the Founder Shares Registration Rights Agreement, which requires us to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A Ordinary Shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of an Initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Founder Shares Registration Rights Agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. We will bear the expenses incurred in connection with the filing of any such registration statements.

We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statement of operations includes a presentation of income per share for Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income per share. The remeasurement associated with the redeemable Class A Ordinary Shares is excluded from net loss per ordinary share as the redemption value approximates fair value. We have not considered the effect of the Public Warrants or the Private Placement Warrants to purchase an aggregate of 23,200,00011,500,000 of our Class A Ordinary Shares in the calculation of diluted income per share, since their exercise is contingent upon future events. The 11,700,000 Private Placement Warrants were cancelled during the year ended March 31, 2026 in connection with the transition to a new sponsor and are no longer outstanding. Net income per share, basic and diluted, for Class A and Class B non-redeemable Ordinary Shares is calculated by dividing the net income, adjusted for income or loss attributable to Class A redeemable Ordinary Shares, by the weighted average number of Class A and Class B non-redeemable Ordinary Shares outstanding for the period. Class A and Class B non-redeemable Ordinary Shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income or losses of the Trust Account. At March 31, 20252026 and 2024,2025, we 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 our Company. As a result, diluted income per share is the same as basic income per share for the period presented.

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). WeThe haveCompany reviewed,has entered into the Tigerless Merger Agreement; the proposed transaction remains subject to shareholder, SEC, financing, listing and continueother toclosing review,conditions; aand numberthere ofis opportunitiesno toassurance enterthat intothe a Business Combination with an operating business, but we are not able to determine at this time whether wetransaction will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business.close. We have neither engaged in any operations nor generated any operating revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Simultaneously with the closing of the Public Offering, we completed the private sale of an aggregate of 10,500,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”), each exercisable to purchase one Class A ordinary share for $11.50 per share, subject to adjustment, to CEMAC Sponsor LP,LP (the “IPO Sponsor”), at a price of $1.00 per Private Placement Warrant. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that we have an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the Class A ordinary shares issuable upon the exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their Public Warrants on a cashless basis under certain circumstances as a result of our failure to have an effective registration statement by the 60th business day after the closing of the Business Combination), and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

On May 18, 2023 and May 22, 2023, certain of our unaffiliated investors (the “Non-Redeeming Investors”) entered into non-redemption agreements (the “2023 Non-Redemption Agreements”) with CEMACIPO Sponsor LP,Sponsor, pursuant to which the Investorsinvestors agreed to (i) not to redeem an aggregate of up to 4,399,737 previously-held Class A ordinary shares (the “Investor Shares”) in connection with the First Extension (as defined below) and (ii) to vote thethose Investor Sharesshares in favor of the First Extension. In exchangeconsideration forof thesethose commitmentscommitments, fromimmediately prior to, and substantially concurrently with, the Investors,closing CEMACof Partnersan initial Business Combination, the IPO Sponsor (or its designees) agreed to transfersurrender and forfeit to the InvestorsCompany, (i)for no consideration, an aggregate of up to 1,000,000 Class B1,099,935 ordinary shares in connection with an extension until June 3, 2025shares, and (ii)the Company would issue to the extentNon-Redeeming ourInvestors boarda like number of directors agrees to further extend the date up to three times by an additional month each time until March 3, 2024 to consummate its Business Combination, an aggregate of up to 1,500,000 Class BA ordinary shares, which includes the Class B ordinary shares referred to in clause (i), in each case, on or promptly after the consummation of the Business Combination.shares.

On April 19, 2024, CEMACIPO Sponsor LP entered into a securities purchase agreement with Vikasati Partners, pursuant to which, among other things, Vikasati would purchase (i) one Class B ordinary share of the Company, (ii) 3,925,000 Class A ordinary shares of the Company and (iii) 7,605,000 private placement warrants of the Company from CEMACthe SponsorIPO LP,Sponsor, the existing directors and officers of the Company would resign, and new directors and officers designated by Vikasati Partners would be appointed. On April 25, 2024, the parties closed the transactions contemplated by the securities purchase agreement.

On June 10, 2024, we received a notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as we were not able to complete a business combination within 36 months of the effectiveness of its IPO registration statement, or March 5, 2024, as required under Nasdaq Listing Rule IM-5101-2 (the “Rule”), we did not comply with the Rule and our securities were subject to delisting. In that regard, the Staff determined that our securities would be delisted from trading on Nasdaq and suspended at the opening of business on AprilJune 29,12, 2024. The Notice indicated that we had the right to appeal the Staff’s determination to a hearings panel. However, pursuant to Nasdaq Listing Rule5815Rule 5815(c)(1)(H), in the case of a company whose business plan is to complete one or more acquisitions, such as the Company, where the Notice is based on a failure to satisfy the requirement of the Rule to consummate a business combination within 36 months, the panel may only reverse the delisting decision where there has been a factual error applying the Rule. Based on the foregoing, we decided not to appeal the suspension.

Effective as of July 11, 2025, we, Vikasati Partners LLC and Valleypark Road, LLC entered into a purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) Vikasati Partners transferred to the Purchaser an aggregate of 2,238,999 Class A Ordinary Shares, par value $0.0001 per share, of the Company and 1 Class B Ordinary Share, par value $0.0001 per share, of the Company; (b) we , the Purchaser and Vikasati Partners executed an amendment to the letter agreement originally executed in connection with the Company’s IPO; (c) Vikasati Partners gave to Purchaser the irrevocable right to vote the shares retained by it on its behalf and the PriorIPO Sponsors agreed to take certain other actions on its behalf with respect to certain matters; and (d) the Prior Sponsors agreed to cancel an aggregate of 11,700,000 private placement warrants purchased by CEMACthe IPO Sponsor LP at the time of the IPO.

Effective as of August 14, 2025, our Board of Directors dismissed Marcum LLP (“Marcum”) as our independent registered public accounting firm. Effective as of August 15, 2025, our Board of Directors approved the appointment of Aloba, Awomolo & Partners (“Aloba”) as our independent registered public accounting firm. Marcum’s audit reports on our financial statements for the fiscal years ended March 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle, except for a paragraph relating to substantial doubt about our ability to continue as a going concern. During the two most recent fiscal years ended March 31, 2023 and 2022 and the subsequent interim period through August 14, 2025, there were no disagreements or reportable events between us and Marcum, except that, as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, we identified a material weakness in internal control over financial reporting related to the accounting for complex financial instruments and the restatement of previously issued financial statement On August 14, 2025, Valleypark Road, LLC (“Valleypark”) agreed to loan to us up to an aggregate of $1,000,000 for working capital purposes pursuant to a non-interest bearing promissory note (the “Note”) payable upon the consummation of a business combination. Upon consummation of a business combination, Valleypark will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into warrants, with each warrant entitling the holder to purchase one Class A ordinary share at a conversion price of $1.50 per share, which warrants will be identical to the private placement warrants sold concurrently with our initial public offering. If we do not consummate a business combination, the Note will not be repaid and all amounts owed under the Note will be forgiven, except to the extent we have funds available outside the Trust Account.statements.

During the nine monthsyear ended DecemberMarch 31, 2025,2026, the Company recorded the waiver and forgiveness of certain liabilities by itsthe formerPrior sponsorSponsors and related parties in connection with the previously disclosed transition to aNew new sponsor.Sponsor. As part of this transition, theVikasati former sponsorSponsor waived and forgave amounts due to related parties, cancelled private placement warrants, waived notes payable, and forgave a related party note. These items were recorded as capital contributions and resulted in a reduction of the Company’s shareholders’ deficit. The decrease in shareholders’ deficit was partially offset by the net loss incurred during the period and accretion related to redeemable shares.

For the three months ended DecemberJune 31,30, 2025,2026, we had a net loss of $229,481$5,402, which consistedconsisting of earningsformation and operating costs of $27,238, partially offset by dividend income of $21,834 earned on cash (investments)and cash equivalents held in trustthe Trust Account and $2 of $23,660,interest Change in fair value of warrant liability by $234,000 and offset by general and administrative costs of $19,167.income.

For the three months ended DecemberJune 31,30, 2024,2025, we had a net loss of $33,638$897,045, which consistedconsisting of earningsformation onand cashoperating (investments) held in trustcosts of $135,007,$33,940 Changeand a non-cash loss of $884,244 from the change in fair value of the warrant liabilityliability, by $99,830 andpartially offset by generalinterest and administrative costsincome of $68,815.$21,139.

As of DecemberJune 31,30, 2025,2026, we had $53,174$2,875 in cash and a working capital deficit of $180,537.$352,705.

For the ninethree months ended DecemberJune 31,30, 2026 and 2025, net cash provided by financing activities was $107,023$20,724 dueand to$23,997, proceedsrespectively. fromThe a2026 relatedamount partyrepresented advances.borrowings under the New WCL Note, while the 2025 amount represented financing provided under the applicable prior related-party arrangement.

Based on the foregoing, it is possible that $53,174$2,875 cash held outside the Trust Account on DecemberJune 31,30, 20252026, might not be sufficient to allow us to operate for at least 12 months from the date of this Report, assuming that an Initial Business Combination is not consummated during that time. Until consummation of the Initialproposed Business Combination, we have used and may continue to use these funds to pay existing accounts payable, identifyconduct due diligence, satisfy legal, accounting and evaluateother prospectivetransaction-related Initialcosts, Businessobtain Combinationfinancing, candidates,prepare performrequired dueSEC diligencefilings onand prospectivetake targetother businesses,actions pay for travel expenditures, select the target businessnecessary to mergenegotiate, with or acquire, and structure, negotiatestructure and consummate the Initialproposed Business Combination with Tigerless. If the Tigerless Merger Agreement is terminated, we may use available funds to evaluate and pursue an alternative Business Combination.

We can raise additional capital through Working Capital Loans from the Sponsor,New Sponsor or an affiliate of the New Sponsor, or certain of our officers and directors, or through loans from third parties. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements.

As of DecemberJune 31,30, 2025,2026, the Company had incurredaccrued unpaidprofessional legaland feesother vendor costs of $7,128$79,059, which are included in accrued expenses onin the accompanying balance sheets.

In February 2023, prior to signing the LexausreLexasure Business Combination Agreement, the Company prepared to hold an extraordinary general meeting of shareholders to, among other things, seek an extension of the time it had to consummate a Business Combination (the “March 2023 Meeting”). On February 27, 2023, in connection with the March 2023 Meeting, the Company and CEMACIPO Sponsor LP,Sponsor, entered into non-redemption agreements (the “Terminated Non-Redemption Agreements”) with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem up to an aggregate of 1,600,000 Class A ordinary shares of the Company sold in its Initial Public Offering (“Non-Redeemed Shares”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, CEMAC Sponsor LP, as consideration for entering into the Terminated Non-Redemption Agreements, transferred to such third parties an aggregate of 28,000 Class B ordinary shares, which will be retained by such parties under all circumstances.

On May 18, 2023 and May 22, 2023, certain unaffiliated investors (the Company“Non-Redeeming Investors”) entered into non-redemption agreements (the “2023 Non-Redemption Agreements”) with CEMAC Sponsor LP (the “IPO Sponsor”), pursuant to which the NRAinvestors Holdersagreed in exchange for the NRA Holders agreeing either(i) not to request redemption, or to reverse any previously submitted redemption demand with respect toredeem an aggregate of up to 4,399,737 Class A ordinary shares sold in the Initial Public Offering in connection with the 2023First ExtraordinaryExtension Meeting.and (ii) to vote those shares in favor of the First Extension. In consideration of thethose foregoing agreement,commitments, immediately prior to, and substantially concurrently with, the closing of aan initial Business Combination, (i)the theIPO Sponsor (or its designees) willagreed to surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 NRAordinary Forfeited Sharesshares, and (ii) the Company shallwould issue to the NRANon-Redeeming HoldersInvestors a like number of Class A ordinary shares equal to the NRA Forfeited Shares.shares.

This “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the financial statements and therelated notes thereto contained elsewhere in this Report, which have been prepared in accordance with U.S. GAAP. The preparationPreparation of the financial statements and the notes thereto contained elsewhere in this Report requires usmanagement to make estimates and judgments that affect the reported amounts ofand assets,disclosures. liabilities,Management revenuesevaluates its estimates and expensesjudgments and the disclosure of contingent assets and liabilities in our financial statements. Onon an ongoing basis, we evaluate our estimates and judgments, including those relatedrelating to fairwarrant valueliabilities, ofredeemable financial instrumentsshares and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results maycould differ from thesethose estimatesestimates. underThe differentfollowing assumptions or conditions. We have identifiedare the following as itsCompany’s critical accounting policies: and estimates.