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

As of MarchJune 31,30, 2026, we did not have any cash equivalents. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to to raise capital or to complete the Business Combination will be successful.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 18, 2024 (inception) through MarchJune 31,30, 2026 have been organizational activities, those those necessary to prepare for the 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. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on the investment held in the trust account (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three and six months ended MarchJune 31,30, 2026, we had net income of $1,340,806,$1,353,655 and $2,694,461 respectively, which consisted of interest income earned on the investments in the Trust account of $1,559,570 $1,548,087and $3,107,657 respectively partially offset by formation and operating expenses of $207,281.$(205,915) and $(413,196) respectively.

Following the closing of the Initial Public Offering and the Private Placements, a total of $174,995,500 was placed in the Trust Account. We incurred $3,195,665 of transaction costs, consisting of $750,000 of cash underwriting fee, approximately $462,925 of financial advisor expenses and consulting fees and $1,982,740 of other offering costs and expenses.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $168,880.$272,779. Net income of $1,340,806$2,694,461 was affected by interest earned on investments held in the Trust Account of $1,548,087,$3,107,657, aan decreaseincrease of $26,078$22,927 due to a change in prepaid expenses and an increase in cash of $64,479 $117,490 due to a change in accrued expenses.

For the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, cash used in investing activities was $0.

For the threesix months ended MarchJune 31,30, 2026, and MarchJune 31,30, 2025, cash used in and provided by financing activities was $10,692,$(10,690), and $137,500$ 298,852 respectively.

As of MarchJune 31,30, 2026, we had cash held in the Trust Account of $179,929,040.$181,488,610. 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 franchise and income taxes payable and excluding deferred underwriting commissions, if any), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial 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 $371,555$267,658 in our operating bank account. 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 our initial business combination.

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.

The underwriters were entitled to a cash underwriting discount of $0.05 per Unit, or $750,000, which was paid upon the closing of the Initial Public Offering.