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

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the section titled “Risk Factors” contained in our Annualfinal Reportprospectus onfor Formthe 10-K,Initial Public Offering filed with the SEC on MarchDecember 27,10, 2026.2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annualfinal Reportprospectus onfor Formthe 10-K.Initial Public Offering. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

We are a blank check company incorporated in the Cayman Islands on August 7, 2025 formed for the purpose of merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate an initial business combination using cash from the proceeds of ourthe IPOInitial Public Offering and the sale of the private placement units, the proceeds of the sale of our securities in connection with an initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter), securities issued to the owners of the target of an initial business combination, debt issued to bank or other lenders or the owners of the target of an initial business combination, or a combination of the foregoing or other sources.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 7, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the IPO,Initial Public Offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest earned on investments held in the Trust Account. We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.

For the three months ended MarchJune 31,30, 2026, we had net income of $2,030,262,$2,131,322, which consists of income earned on investments held in the Trust Account of $2,225,943 and gain on expiration of over-allotment liability of $77,000,$2,251,459, partially offset by formation, general and administrative expenses of $272,681.$120,137.

On December 10, 2025, we consummated the IPO Initial Public Offering of 25,000,000 units at $10.00 per unit, including 2,500,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option, generating gross proceeds of $250,000,000. Simultaneously with the closing of the IPO,Initial Public Offering, we consummated the sale of an aggregate of 685,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $6,850,000.

Following the IPO,Initial Public Offering, a total of $250,000,000 was placed in the trust account (the “Trust Account”). Upon the underwriters’ partial exercise of the over-allotment option, transaction costs amounted to $14,449,003, consisting of $5,000,000 of cash underwriting fee, $8,750,000 of deferred underwriting fee, and $699,003 of other offering costs.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $278,253.$425,645. Net income of $2,030,262$4,161,584 was affected by interest earned on investments held in the Trust Account of $2,225,943$4,477,402 and gain on expiration of over-allotment liability of $77,000. Changes in operating assets and liabilities used $5,572$32,827 of cash for operating activities.

As of MarchJune 31,30, 2026, we had investments held in the Trust Account of $252,761,757.$255,013,216. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), 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.

As of MarchJune 31,30, 2026, we had cash of $774,387. $626,995. 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, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to fund working capital 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 funds as may be required. If we complete a business combination, we would repay such loaned amounts. 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 loaned amounts 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 convertible into Private Placement Units of the post business combination entity at a price of $10.00 per unit at the option of the lender. At MarchJune 31,30, 2026, no Working Capital Loans were outstanding.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026 and December 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The underwriters were paid a cash underwriting discount of $5,000,000 ($0.20 per Unit offered in the IPOInitial Public Offering). Additionally, the underwriters are entitled to a contingent, deferred fee of $0.35 per Unit, or $8,750,000. The contingent, deferred fee will become payable to the Underwriter from the amounts held in the Trust Account solely in the event that the Company completes a business combination. Per the underwriting agreement, $0.10 per Unit of such $0.35 per Unit shall be due solely on amounts remaining in the trust account following all properly submitted shareholder redemptions in connection with the consummation of our initial business combination and $0.05 per Unit of such $0.35 per Unit shall be allocable by us to third parties that are members of FINRA, but that are not participating in the IPO,Initial Public Offering, that assist us in consummating our initial business combination.

The Company accounts for the public and private warrants issued in connection with itsthe initialInitial publicPublic offeringOffering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. The fair value of public warrants was determined using Black-Scholes Simulation Model. The public warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The key inputs used in the valuation of the public warrants are as follows: