CUB 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 this Report. However, the following isare abrief partial listdescriptions of material risks, uncertainties and other factors that could have a material effect on us and our operations:

For additional more detailed descriptions of these and other risks relating to our operations, other than as set forth above, Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement.Statement, (ii) 2024 Annual Report and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and September 30, 2025, as filed with the SEC on and May 13, 2025 and November 12, 2025, respectively. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth 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 couldnot arisepresently known to us or that we currently deem immaterial may also affect our business or 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 this Report including, without limitation, statements under this Item regarding our financial position, businesspossible strategyBusiness 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 statements.21E of the Exchange Act. When used in this 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. SuchWe forward-looking statements arehave based these forward-looking statements on the beliefs of our Management,Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed detailed in our filings with the SEC. 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 financial statementstatements and the notes thereto containedincluded elsewhere in this Report.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter. SuchArticles. anAny such amendment would require the approval of our shareholders, and our Public Shareholders, whoShareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete ourtheir initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, exploreconsider transactions under which it would sellselling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

We have neither engaged in any operations nor generated any revenues to date. Our only activities fromsince February 21, 2024 (inception) through December 31, 20242025 werehave been (i) organizational activities,activities thoseand necessary(ii) activities relating to prepare for(x) the Initial Public Offering,Offering describedand below,(y) completionidentifying ofand evaluating prospective acquisition candidates and activities in connection with the Initial Public Offering, and following the Initial Public Offering, identifying a target company for ainitial Business Combination. We do will not expect to generate any operating revenues until after the completion of our initial Business Combination. We generatehave generated non-operating income in the form of interest income on marketable securitiesinvestments held in the Trust Account.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 compliancecompliance, among other things), as well as for due diligence expenses.

For the periodyear from February 21, 2024 (inception) throughended December 31, 2024,2025, we had a net income of $5,839,656,$8,952,273, which consists of interest income on marketable securities held in the Trust Account of $6,335,105,$9,826,877, offset by general and administrativeoperating and formation costs of $495,449. $874,604.

LiquidityLiquidity, and Capital Resources and Going Concern

As of December 31, 2025 and 2024, we had marketable securities held in the Trust Account of approximately$246,161,982 $236,335,105and $236,335,105, respectively, (including approximately$16,161,982 $6,335,105and $6,335,105, respectively, of interest income) consisting of the U.S. Department of the Treasury bills with a maturitymoney ofmarket 185fund, days or less.respectively. We may withdraw interest from the Trust Account to pay taxes, if any. 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’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee 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 We intend to use substantially all of the funds held in the Trust Account, including including any amounts representing interest earned on the Trust Account (lesswhich incomeinterest shall be net of taxes payable, if anyany, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or Inin 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.

As of December 31, 2025 and 2024, we had cash held outside of $891,017.the Trust Account of $230,540 and $891,017, respectively. 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, plantsplants, 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 deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us fundsWorking Capital Loans, as may be required. If we complete a Business Combination, we wouldwill 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 would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertibleconverted into warrants of the post Businesspost-Business Combination entity at a price of $1.00 per warrantwarrant. atThe warrants would be identical to the optionPrivate Placement Warrants. Other than as set forth above, the terms of thesuch lender.Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025 and 2024, we did not have any borrowings under any Working Capital Loans, respectively.

Commencing on June 18, 2024, and until the completion of our initial Business Combination or liquidation, we reimburse an affiliate of ourthe Sponsor $15,000 per month for certain office space, utilitiesutilities, and secretarial and Administrative Servicesadministrative as may be reasonably required by our Companysupport pursuant to the Administrative Services Agreement. UnderFor the Administrativeyear Servicesended Agreement,December there31, was2025 $95,000 incurred forand the period from February 21, 2024 (inception) through December 31, 2024.2024, we incurred $180,000 and $95,000, respectively, in fees for these services.

The underwritersWe ofgranted the Initial Public Offering hadUnderwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Option Units to cover over-allotments, if any. On June 20, 2024, simultaneously with the closing of the Initial Public Offering, the Over-Allotment Option wasUnderwriters fully exercised totheir purchase the additional 3,000,000 Option Units at a price of $10.00 per Option Unit.Over-Allotment Option.

In connection therewith, Wasserstrom was specifically engaged by usour Company to provide counsel for general corporate legal matters.matters and, as such, may be deemed to be a related party of our Company. As of December 31, 2025 and 2024, we incurred anlegal aggregatefees of $175,000$125,000 ofand $125,000, legal feesrespectively, from Wasserstrom, whichand were$50,000 recordedwas withinpaid accrued offering costs in the financial statement contained elsewhere in this Report. Onon June 25, 2024,2024. weThe paidremaining $50,000balance of $200,000 and the$75,000 remainingas $125,000of December 31, 2025 and 2024, respectively, is recorded within as deferred legal feesfees, sincewhich itare ispayable due atupon the timeconsummation of the Business Combination.

The preparation of the audited financial statementstatements and relatednotes disclosuresthereto containedincluded elsewhere in this Report 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 liabilitiesliabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the datetime of estimation. Management bases its estimates on historical experience ofand on various other assumptions it believes to be reasonable under the financialcircumstances, statement,the results of which form the basis for making judgments, and incomewe andevaluate expensesthese duringestimates on an ongoing basis. To the periodsextent reported.actual Makingexperience estimatesdiffers requires Management to exercise significant judgement. It is at least reasonably possible thatfrom the estimateassumptions ofused, the effect of a condition, situation or set of circumstances that existedour at the date of the financial statements containedand notes thereto included elsewhere in this Report, which Management consider in formulating its estimated,Report could change inbe materially affected. We believe that the nearfollowing accounting termpolicies dueinvolve toa onehigher ordegree moreof futurejudgment confirmingand events. Accordingly, the actual results could materially differ from those estimates.complexity. As of December 31, 2024,2025, we did not have any critical accounting estimates to be disclosed.

In connection with our assessment of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional financing to enable us to negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from the date the unaudited condensed financial statements included in Item 1. “Financial Statements” of this Report were issued. We have historically relied on funds held outside the Trust Account and may depend on loans or other investments from our Sponsor, officers, directors or their affiliates, none of whom is obligated to provide additional financing.

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, on June 3, 2026, we announced that we are focusing our search on ana establishedpotential businessBusiness Combination with a target in Venezuela’s upstream oil and gas sector, specifically brownfield redevelopment of scalemature poisedproducing forfields. continuedThis growth,focus ledmay bysubject aus highlyto regardedcountry- managementand team.sector-specific risks, including risks relating to U.S., Venezuelan and international sanctions, the scope, continuation or revocation of applicable governmental authorizations and licenses, geopolitical, regulatory, operational and execution risks associated with energy assets in Venezuela, and the risks inherent in brownfield redevelopment of mature producing fields. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

We have until JuneMarch 20, 2026 (24 months from the closing of the Initial Public Offering),2027, or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount 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 taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination inwithin accordance36 withmonths following the Nasdaqeffectiveness 36-Monthof Requirement. Ifthe weIPO doRegistration Statement, or by June 17, 2027. Accordingly, our ability to extend the Combination Period beyond March 20, 2027 is limited, and any extension approved by our shareholders could not meetextend the Nasdaqdeadline 36-Monthbeyond Requirement,June our17, securities2027 willwithout likelyresulting bein subject tothe suspension of trading and delisting of our securities from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 21, 2024 (inception) through MarchJune 31,30, 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 March 31,June 30, 2026, we had a net incomeloss of $1,934,340,$4,621,513, which consists of interest income on cash and marketable securities held in the Trust Account of $2,174,141,$2,199,627, offset by operating and formation costs of $239,801.$6,821,140.

For the three months ended March 31,June 30, 2025, we had a net income of $2,198,698,$2,247,708, which consists of dividendinterest income on marketable securities held in the Trust Account of $2,447,259,$2,477,873, offset by general and administrative and formationoperating costs of $248,561.$230,165.

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $230,000,000 was initially placed in the Trust Account. We incurred fees of $14,462,875 in the Initial Public Offering, consisting of$4,000,000of $4,000,000 of cash underwriting fee, $9,800,000 of Deferred Fee, and $662,875 of other offering costs.

For the threesix months ended March 31,June 30, 2026, cash used inby operating activities was $112,865.$387,962. Net incomeloss of $1,934,340$2,687,173 was affected by interest earned on cashmarketable and marketable securities held in the Trust Account of $2,174,141.$4,373,768 and non-redemption agreements expense of $6,535,825. Changes in operating assets and liabilities provided $126,936$137,153 of cash for operating activities.

For the threesix months ended March 31,June 30, 2025, cash used in operating activities was $193,339.$321,655. Net income of $2,198,698$4,446,406 was affected by dividendinterest earned on marketable securities held in the Trust Account of $2,447,259.$4,925,132. Changes in operating assets and liabilities used $55,222$157,071 of cash for operating activities.

As of MarchJune 31,30, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $248,336,123$250,535,750 and $246,161,982, respectively, (including $18,336,123 $20,535,750 and $16,161,982, respectively, of interest income) consisting of a money market fund, respectively. 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 trustee 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 and December 31, 2025, we had cash held outside of the Trust Account of $117,675$42,578 and $230,540, respectively. 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.

Our liquidity needs through March 31,June 30, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note andNote, (iii) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.Account and (iv) borrowings under the promissory notes issued to Lionheart Management, LLC and The Ivy Companies, Inc. on June 23, 2026.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and 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, 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 $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans, respectively.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period, which is currently JuneMarch 20, 2026,2027, unless we seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination. Management has also considered a potential equity facility as a source of additional capital. As of the date of this Report, we have not entered into any definitive agreement with respect to such a facility, and there can be no assurance that we will do so or that capital would be available to us under any such facility. Access to any such facility would be subject to the effectiveness of a registration statement and to trading volume and share price limitations. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after JuneMarch 20, 2026.2027. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Commencing on June 18, 2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $15,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2026, wethe Company incurred $45,000 and $90,000, respectively, and paid $30,000$15,000 and $45,000, respectively, for these services. For the three and six months ended MarchJune 31,30, 2025, wethe Company incurred and paid $45,000 and $90,000 in fees for these services.services, respectively, of which such amount is included in general and administrative and formation costs in the accompanying unaudited condensed statements of operations. As of June 30, 2026 and December 31, 2025, $45,000 and $0 was recorded as an accrued expense in the accompanying unaudited condensed balance sheet.

The Underwriters were paid a cash underwriting discount of $4,000,000$4,000,000, (2.0%equal to2.0% of the gross proceeds of the Units offered in the Initial Public Offering).Offering, excluding proceeds from Units sold pursuant to the Over-Allotment Option. Additionally, the Underwriters are entitled to the Deferred Fee of (i) 4.0% of the gross proceeds of the base Initial Public Offering held in the Trust Account and (ii) 6.0% of the gross proceeds sold pursuant to the Over-Allotment Option, which equates to $9,800,000 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

The holders of (i) the Founder Shares, (ii) the Private Placement Warrants andWarrants, (iii) any private placement-equivalent warrants issued in connection with the Working Capital Loans, if any, and (iv) the New Shares issuable under the Non-Redemption Agreements, and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.

The preparation of the unaudited condensed financial statements and notes thereto included in this 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 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 this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of March 31, 2026, we did notThere have anybeen no material changes to our critical accounting estimates tofrom bethose disclosed.described in our 2025 Annual Report.