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

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 15, 2024 (inception) through MarchJune 31,30, 2026 were organizational activities and those necessary to prepare for the IPO, described below. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the IPO, we generate non-operating income in the form of interest income on marketable securities held in our trust account established for the benefit of the public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee (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 months ended MarchJune 31,30, 2026, we had a net income of $1,135,236,$1,064,438, which consisted of interest earned on investments held in Trust Account of $1,297,183,$1,312,067, partially offset by formation and operating costs of $161,947.$247,629.

For the threesix months ended MarchJune 31,30, 2025,2026, we had a net lossincome of $21,822,$2,199,674, which consisted primarilyof interest earned on investments held in Trust Account of $2,609,250, partially offset by formation and operating costs.costs of $409,576.

For the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities was $8,488.$28,488. Net income of $1,135,236$2,199,674 was offset by interest earned on investments held in Trust Account of $1,297,183.$2,609,250. Changes in operating assets and liabilities, which provided $170,435$438,064 cash for operating activities.

For the threesix months ended MarchJune 31,30, 2025, net cash used in operating activities was $20,493.$61,743. Net loss of $21,822$64,170 was offset by payment of operation costs through promissory note - related party of $32,675. Changes in operating assets and liabilities, which used $31,346$30,248 of cash in operating activities.

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

For the threesix months ended MarchJune 31,30, 2026, net cash used in financing activities was $8,488,$28,488, which consists of repayment of due to Sponsors of $5,668 and repayment of promissory note - related party of $2,820.$22,820.

For the threesix months ended MarchJune 31,30, 2025, net cash provided by financing activities was $20,493,$61,743, which consists of proceeds from promissory note - related party of $138,818,$180,068, partially offset by payment of offering costs of $118,325.

As of MarchJune 31,30, 2026, we had cash and investments held in the Trust Account of $147,300,237$148,612,304 (including approximately $2,300,237$3,612,304 of interest income). 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), 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 a related party receivable of $867,711,$770,645, which represents the cash held in our bank account, while the bank account is owned by a related party to the Sponsor, and as such we have no direct ownership of the account. We intend to use the funds held as related party receivable 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.

As of MarchJune 31,30, 2026, the Company has a related party receivable of $867,711$770,645 and working capital of $473,263.$225,634. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the required period. The unaudited financial statements do not include any adjustments that might result from the Company’s inability to consummate the Business Combination to continue as a going concern.

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 preparation of unaudited financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.