HCAC 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 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 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. 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 finalAnnual prospectusReport foron itsForm Initial Public Offering10-K 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.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 22, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, 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, at the earliest. We generate non-operating income in the form of interest income on cash and investments held in 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 net income of $1,652,279,$1,374,238, which consists of interest and dividend income earned on cash and investments held in Trust Account of $1,857,285, $1,835,205,dividend and interest earned on investments held outside the Trust Account of $200,$2,519, which are offset by formation, general and administrative costs of $183,126.$485,567.

For the period from May 22, 2025 (inception) through MarchJune 31,30, 2026, we had net income of $2,309,868,$3,679,439, which consists of interest earned on cash and investments held in Trust Account of $2,621,482,$4,478,766, dividend and interest earned on investments held outside the Trust Account of $200, $2,720, which are offset by formation, general and administrative costs of $311,813.$802,047.

Following the Initial Public Offering, the exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $207,000,000 was placed in the Trust Account. We incurred a total of $13,693,607$13,598,144 in transaction costs related to the initial public offering. We paid a total of $4,140,000 in cash underwriting discounts and commissionscommissions, consisting of $0.20 per unit sold in the base offering and $1,273,670of this amount (i) $1,800,000 was paid in cash to the underwriters, (ii) $2,340,000 was paid in the form of private placement units and $1,178,144 in other costs and expenses related to the initial public offering. In addition, the underwriter agreed to defer $8,280,000 in underwriting discounts and commissions, which would be payable only upon consummation of an initial business combination.

For the period from May 22, 2025 (inception) through MarchJune 31,30, 2026, cash used in operating activities was $363,507.$790,802. Net income of $2,309,868$3,679,439 was affected by interest and dividend earned on cash and investments held in Trust Account of $2,621,482,$4,478,766, dividend and interest earned on investments held outside the Trust Account of $200$2,720, payment of general and administrative costs of $781,734, and formation costs paid by Sponsor in exchange of issuance of Class B ordinary shares of $20,313, payment of general and administrative costs of $291,500, and reclass of accrued offering costs to accrued expenses of $66,738. Changes in operating assets and liabilities used $72,207 of cash for operating activities.$20,313.

As of MarchJune 31,30, 2026, we had cash and investments held in Trust Account of $209,621,481$211,478,766 (including approximately $2,621,481$4,477,429 of dividend income and $1,337 of interest earnings, earningstotaling to $4,478,766) consisting of cash and treasury bills. 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 (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 cash of $463,036.$35,741 outside the Trust 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 a Business Combination.

We had 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.