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

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” ofcontained in our (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, and (ii) Prospectus dated April 30, 2025,2025. whichAs couldof materiallythe affectdate ourof business,this financialReport, conditionother orthan futureas results.set Thereforth below, there have been no material changes duringwith our fiscal quarter ended March 31, 2026,respect to thethose risk factors that were included in the Prospectus.factors.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for the IPO and those related to ouridentifying searchand forevaluating an initial business combination.combination target and, following execution of the Business Combination Agreement on June 10, 2026, activities associated with pursuing the proposed Business Combination with Ignite Proteomics, LLC, including transaction execution, regulatory filings, capital raising activities and shareholder approval processes. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest and dividend income on the proceeds derived from the IPO, which are held in the Trust Account (defined below). After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

For the three and six months ended MarchJune 31,30, 2026, we had a net income of $1,288,912,$1,485,641 and $2,774,553 respectively which consisted primarily of dividends earned on marketable securities held in the Trust Account, partially offset by general and administrative expenses. For the three and six months ended MarchJune 31,30, 2025, we had a net lossincome of $74,699,$913,544 and $838,845, respectively, which consisted of general and administrative expenses.

As of MarchJune 31,30, 2026, the Company had cash of $4,235$3,099 and a working capital deficit of $320,531.$401,141. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management had determined that the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the unaudited condensed financial statements. Mandatory liquidation at at the end of the completion window, whichwindow is withina oneliquidity yearcondition of the issuance of the unaudited condensed financial statements, alsothat raises substantial doubt about the Company’s ability to continue continue as a going concern.

The Sponsor paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from November 26, 2024 (inception) through May 2, 2025, the Sponsor paid $276,803 on behalf of the Company, of which $25,000 was paid in exchange for the issuance of Founder Shares and $251,803 was transferred into the Promissory Note. As of MarchJune 31,30, 2026 and December 31, 2025, no amounts were due to the related party.

On May 2, 2025, the $251,803 balance due to the Sponsor was transferred into the Promissory Note. On May 30, 2025, $105,194 of these borrowings were repaid using proceeds not held in the Trust Account, resulting in a balance of $146,609, which was transferred into a Working Capital Loan on June 12, 2025. Following the repayment and transfer, the Promissory Note was settled in full, resulting in no balance as of MarchJune 31,30, 2026 or December 31, 2025, and no further borrowings are permitted under its terms.

On June 12, 2025, the Company entered into a Working Capital Loan with the Sponsor, pursuant to which the Company may borrow up to $450,000. The Working Capital Loan is non-interest bearing and matures on the earlier of (i) the date on which the businessBusiness combinationCombination is consummated and (ii) the Company’s liquidation and is subject to conversion into units (as disclosed above). On June 12, 2025, the $146,609outstanding balance onof $146,609 under the PromissoryCompany’s Notepromissory note was transferred into the Working Capital Loan,Loan. resultingDuring inthe asix $146,609months balanceended outstandingJune as30, 2026, the Company received additional proceeds of March$295,000 31,under 2026the andWorking DecemberCapital 31, 2025.Loan. As of MarchJune 31,30, 2026 and December 31, 2025, nothe outstanding balance of the Working Capital Loan was $441,609 and $146,609, respectively. No Extension Loans were outstanding.outstanding as of June 30, 2026 or December 31, 2025.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we have not identified any critical accounting policies or estimates.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.