FIGX 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 thethis Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (2ii) 2025 First Quarter Form 10-Q and10-Q, (3iii) 2025 Annual Report.Report and (iv) 2026 First Quarter Form 10-Q. As of the date of the Report, there have been no material changes with respect to those risk factors, other than as set 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 not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

All statements other than statements of historical fact included in thethis Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in thethis Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors 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 unaudited condensed financial statements and the notes thereto included in thethis Report under Item 1. “Financial Statements”.

Following the closing of the Initial Public Offering and Private Placement, the amount of $150,650,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accountsaccount at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 20, 2025 (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 MarchJune 31,30, 2026, we had a net income of $1,222,873,$1,252,718, which consisted of interest earned on investments held in the Trust Account of $1,379,187,$1,372,743, which was partially offset by formation and general and administrative costs of $156,314.$120,025.

For the periodthree frommonths Februaryended 20,June 2025 (inception) through March 31,30, 2025, we had a net loss of $30,298,$248,858, which consisted of share-based compensation expense of $164,499 and formation and general and administrative costs.costs of $84,359.

For the threesix months ended MarchJune 31,30, 2026, cash usedwe in operating activities was $47,043 withhad a net income of $1,222,873,$2,475,591, which consisted of interest earned on investments held in the Trust Account of $1,379,187. Changes$2,751,930, inwhich operatingwas assetspartially offset by formation and liabilitiesgeneral providedand $109,271administrative costs of cash for operating activities.$276,339.

For the period from February 20, 2025 (inception) through MarchJune 31,30, 2025, cashwe usedhad ina operating activities was $0. Netnet loss of $30,298.$279,156, Changeswhich inconsisted operatingof assetsshare-based compensation expense of $164,499 and liabilitiesformation provided $11,458and general and administrative costs of cash for operating activities.$114,657.

Our liquidity needs through MarchJune 31,30, 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, and (iii) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.

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 units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). 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,we2025, we did not have any borrowings under any Working Capital Loans.

Commencing on June 27, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended March 31,June 202630, 2026, we incurred $30,000 and $60,000 in fees for these services, respectively. For the three months ended June 30, 2025 and for the period from February 20, 2025 (inception) through MarchJune 31,30, 2025, we incurreddid $30,000not andincur $0 inany fees for these services, respectively.services. As of MarchJune 31,30, 2026 and December 31, 2025, we ownedowed the Sponsor $4,259$8,548 and $1,943, respectively, related to these services, which amount is included in the “Due to related party” line item of the condensed balance sheets of the financial statements included in thethis Report under Item 1. “Financial Statements”.

Our Chief Financial Officer provides accounting services to us at a monthly rate of $3,000, which commenced on September 1, 2025, pursuant to the Consulting Agreement. For the three and six months ended MarchJune 31,30, 20262026, we incurred $9,000 and $18,000 fees for these services, respectively. For the three months ended June 30, 2025 and for the period from February 20, 2025 (inception) through MarchJune 31,30, 2025, we incurred $9,000no and $0 in fees for these services, respectively.services.

Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (i) one year after the completion of our initial Business Combination or earlier if, subsequent to our initial Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. property, and (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination.

Critical Accounting Estimates and Standards

The preparation of the unaudited condensed financial statements and notes thereto included in thethis Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in thethis Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.

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