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

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

On March 5, 2026, the Company consummated its IPO of 10,000,000 units (the “Public Units’Units”), at a price of $10.00 per unit, generating gross proceeds of $100,000,000. On March 10, 2026, the underwriters exercised their over-allotment option in full, resulting in the issuance of an additional 1,500,000 units at a price of $10.00 per unit, generating additional gross proceeds of $15,000,000. The over-allotment option closed on March 12, 2026. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an additional 7,500 Private Placement Units to the Sponsor at a price of $10.00 per unit, generating gross proceeds of $75,000.

Subsequent to quarter-end, on On May 1, 2026, we entered into an Agreement and Plan of Merger with Rongcheng Group Limited and related parties.parties in connection with our proposed initial Business Combination.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 25, 2025 (inception) through MarchJune 31,30, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.

For the three months ended MarchJune 31,30, 2026, we had net income of $157,011. $584,910. Net income consisted of interest earned on investments held in the Trust Account of $280,820,$1,024,464, partially offset by formation and operating costs of $107,325$380,345 and business combination expenses of $16,484.$59,209.

On March 5, 2026, wethe Company consummated our its IPO of 10,000,000 units (the “Public Units”), at a price of $10.00 per Unit.unit, Ingenerating connectiongross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the underwriter fully exercised its over-allotment option to purchase 1,500,000 additional Units for an aggregate of 11,500,000 Units sold. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $115,000,000. Simultaneously with the closing of our IPO, weCompany consummated the saleprivate placement of 220,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor,unit, generating total gross proceeds of $2,200,000.

UponOn March 10, 2026, the underwriters exercised their over-allotment option in full, resulting in the issuance of an additional 1,500,000 units at a price of $10.00 per unit, generating additional gross proceeds of $15,000,000. The over-allotment option closed on March 12, 2026. Simultaneously with the closing of the over-allotment option on March 12, 2026, option, the Company consummated the saleprivate placement of an additional 7,500 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit,unit, generating additional gross proceeds of $75,000.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $978,481$312,210 and working capital of $999,859.$560,305. In addition, as of MarchJune 31,30, 2026, we had $115,280,820$116,305,284 of cash and investments held in the Trust Account.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was ($302,529$968,800). Net cash used in investing activities was ($115,000,000) and related to the purchase of investments held in the Trust Account. Net cash provided by financing activities was $116,256,010 and consisted primarily of proceeds from the IPO and private placements, partially offset by offering costs.

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until June 5, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. 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 financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statementstatements doesdo not include any adjustments that might result from the outcome of this uncertainty.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. 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.

On January 9, 2026, the Sponsor agreed to loan the Company up to an aggregate amount of $700,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due onupon the dateclosing on which the Company closesof the IPO. The outstanding balance under the Promissory Note was repaid settled upon the closing of the IPO on March 5, 2026 outthrough a non-cash offset against the private placement proceeds received from the Sponsor. Accordingly, no cash was transferred in settlement of the offeringPromissory proceedsNote. notAs heldof inJune 30, 2026 and December 31, 2025, no amount was outstanding under the TrustPromissory Account.Note.

The Company entered into an Administrative Services Agreement with the Sponsor on March 3, 2026, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation of a business combination or the Company’s liquidation, to pay the Sponsor a total of $15,000 per month for office space and administrative and support services. For the three and six months ended June 30, 2026, the Company incurred $45,000 and $60,000 of administrative services fees, respectively, of which $0 remained accrued as of June 30, 2026.

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-KS-K. Except for the Administrative Services Agreement, the Finder’s Agreement, the Celine & Partners DeSPAC Legal Engagement, the Underwriting Agreement and did not have any commitments or contractual obligations. Other than the administrative services agreement and other arrangements disclosed elsewhere in this report,Report, we did not have any material commitments or contractual obligations.