IEAG 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 Quarterly Report 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 theForm Initial Public Offering10-K filed with the SEC.SEC on March 23, 2026. 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 are a blank check company incorporated on August 8, 2025 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.businesses, We have not selected any specific business combination target andwhich we haverefer not,to nor has anyone onas our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business“Business combination with us.Combination”.

As indicated in the accompanying financial statements, at MarchJune 31,30, 2026, we had an unrestricted cash balance of $55,276.$454,112 as well as $348,455,281 of investments held in a U.S.-based trust account (the “Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Efficiency Inc, acting as trustee. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering.Offering and activities related to our search for an 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 cash and cash equivalents after the Initial Public Offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. We expect to incur increased 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 a net income of $1,124,785,$2,956,554 and $4,081,339, a loss from operations of $218,465,$155,477 and $373,942, respectively, comprised of general and administrative expenses, and non-operating income of $1,343,250,comprised$3,112,031 and $4,455,281, respectively, comprised of interest earned on the Trust Account.

Through MarchJune 31,30, 2026 our efforts have been limited to organizational activities, activities relating to the Initial Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities in connection with the initial business combination. As of MarchJune 31,30, 2026, we had $55,276$454,112 in cash and $84,765$87,998 in accounts payable and accrued expenses.

As of MarchJune 31,30, 2026, the Company had $55,276$454,112 in cash and a working capital surplus of $160,659.$535,011. Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor and up to $400,000 under a loan from the Sponsor (the “Promissory Note”). The Promissory Note was non-interest bearing and unsecured. The Promissory Note was due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. On January 20, 2026, the Initial Public Offering Promissory Note was repaid in full.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. As of MarchJune 31,30, 2026, the Company had no borrowings under the Working Capital Loans.

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financingfinancial reporting.

As of MarchJune 31,30, 2026, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. No unaudited quarterly operating data is included in this Form 10-Q as we have not conducted any operations to date.

On OctoberJanuary 23,15, 2024,2026, the Company entered into an Administrative Services and Indemnification Agreement. We agreed to pay an affiliate of the Sponsor $15,000 per month for office space and administrative services and to provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account. For the three and six months ended MarchJune 31,30, 2026, the Company incurred expenses of $35,588.$38,549 and $74,137, respectively. As of MarchJune 31,30, 2026, $24,588$14,765 is included in accounts payable and accrued expenses in the accompanying balance sheets.

The preparation of financial statements and related disclosures in conformity with GAAP 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 financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, there were no critical accounting estimates.estimates, except for the fair value of the Public Share Rights. We have identified the following critical accounting policies: