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

All statements other than statements of historical fact included in this 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 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. 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 thesuch forward-looking statements as a result of certain factors detailed in our filings with the SEC. SEC, including herein. 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.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since August 29, 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 MarchJune 31,30, 2026, we had a net income of $891,601,$944,152, which consists of interest earned on marketable securities held in the Trust Account of $1,304,269,$1,318,684, offset by operating costs of $412,668.$374,532.

For the three months ended MarchJune 31,30, 2025, we had a net income of $29,499,$1,316,265, which consists of operating costs of $84,174, offset by interest income on cash and marketable securities held in the Trust Account of $113,673.$1,497,409, offset by operating costs of $181,144.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $503,926.$702,709. Net income of $891,601$1,835,753 was impacted by the interest earned on marketable securities held in the Trust Account of $1,304,269.$2,622,953. Changes in operating assets and liabilities provided $91,258$84,491 of cash from operating activities.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $231,741.$395,246. Net income of $29,499$1,345,764 was affected by interest earned on cash and marketable securities held in the Trust Account of $113,673$1,611,082 and payment of operation costs through promissorythe noteIPO Promissory Note of $37,574. Changes in operating assets and liabilities used $185,141$167,502 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $150,028,760$151,347,444 (including $1,304,269$7,166,194 of interest income). 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 income taxes payable, if any, 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 trusteeContinental 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, we had cash held outside of the Trust Account of approximately $589,283.$310,500. 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.

Commencing on March 21, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement and; $6,000 of which was used as compensation to Mr. Sagi Dagan, our former Chief Financial Officer, for the year ended December 31, 2025.

Since inception, the Company has incurred aggregate fees of $120,000$150,000 under the Administrative Services Agreement, of which $66,806$95,708 had been paid as of MarchJune 31,30, 2026, resulting in an accrued expense balance of $53,194$54,292 as of MarchJune 31,30, 2026. For the three and six months ended MarchJune 31,30, 2026, the Company incurred $30,000 and $60,000, respectively, of fees under the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2025, the Company didincurred not$30,000 incurunder anythe paymentAdministrative forServices these services.Agreement.

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 degreeAs of judgmentJune and complexity. As of March 31,30, 2026, we did not have any critical accounting estimates to be disclosed.

In November 2024, the FASB issued ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited condensed financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2024-03.