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

We are a blank check company, incorporated on July 26, 2024 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 or entities. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, our shares, debt or a combination of cash, shares and debt. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, our common equity or any preferred equity that we may create in accordance with the terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt.

As indicated in the accompanying unaudited condensed condensed financial statements as of MarchJune 31,30, 2026 and December 31, 2025, we had $2,802,146$2,469,590 and $3,108,288 in cash and cash equivalents, respectively, $235,300,119 $237,411,325 and $233,253,391 of treasury securities held in the Trust Account, respectively, and working capital of $2,288,673$1,705,532 and $2,973,730, respectively. Further, we expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,343,177.$1,509,367. Net income was comprised of $2,046,728$2,111,206 of interest income on Trust Account and $25,475$21,835 of interest income on money market mutual fund, offset by $689,750$583,725 of generalgeneral, formation, and administrative expenses, $18,493$18,699 of insurance expense and $20,783 $21,250 of listing fees.

For the three and six months ended MarchJune 31,30, 2025, 2025 we had net loss of $31,587.$60,675 and $92,262, respectively. Net loss was comprised of $31,587$60,675 and $92,262 of general, formation, general and administrative expenses, expenses.respectively.

As of MarchJune 31,30, 2026 and December 31, 2025, we had $2,802,146$2,469,590 and $3,108,288 in cash and cash equivalents, respectively, and working capital of $2,288,673$1,705,532 and $2,973,730 respectively. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Our plans to raise capital and to consummate our initial business combination may not be successful. These factors among others raise substantial doubt about our ability to continue as a going concern.

The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering. The Promissory Note was repaid in full on August 28, 2025 from the proceeds of the Initial Public Offering and private placement. Prior to repayment, the Company had borrowed $270,394, under the Promissory Note. The Company paid $272,716 to the Sponsor, resulting in an overpayment of $2,322 that was recorded as a related party receivable and repaid in full as of December 31, 2025. The Promissory note is no longer available for drawdown subsequent to the close of the Initial Public Offering. Accordingly, no amounts are outstanding under the Promissory Note as of MarchJune 31,30, 2026 and December 31, 2025.

The Sponsor transferred $35,000 in cash to the Company during the threesix months ended MarchJune 31,30, 2026. As such, the due to related party balance is $35,000. The Company intends to repay the amount in full to the Sponsor. No amounts arewere due to related party as of December 31, 2025.

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $30,000 per month for company administration, office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $30,000 per month fee. For the three months ended MarchJune 31,30, 2026 and 2025, the Company recorded $90,000 and $0, respectively, and has paid $213,871$90,000 and $123,871$0, respectively under the agreement asfor the period. For the six months ended June 30, 2026 and 2025, the Company recorded $180,000 and $0, respectively, and paid $180,000 and $0, respectively under the agreement for the period. As of MarchJune 31,30, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding.were outstanding under the agreement.

On November 10, 2025, the Company entered into consulting agreements with Ryan Gentry and Vikas Mittal (the “Consulting Agreements”) pursuant to which Mr. Gentry and Mr. Mittal agreed to provide the Company with consulting services, which may include but are not limited to, assisting with analysis and advice regarding the potential investment opportunities for special purpose acquisition companies, accounting and bookkeeping, and administrative support. Pursuant to the terms of the Consulting Agreements, Mr. Gentry is entitled to a consulting fee of $12,500 per month plus expense reimbursement and Mr. Mittal is entitled to a consulting fee of $17,500 per month, payable at the end of each monthly period. The Consulting Agreements will terminate automatically upon completion of a business combination by the Company, unless sooner terminated by either party subject to the terms and conditions therein. For the three months ended MarchJune 31,30, 2026, the Company incurred $87,650$95,045 and paid $60,000,$92,695 and for the six months ended June 30, 2026, the Company incurred $182,695 and paid $152,695, resulting in an outstanding balance of $27,650 $30,000 under the Consulting Agreements as of MarchJune 30, 2026 which is recorded to consulting services payable – related party on the condensed balance sheets. No amounts were outstanding as of December 31, 2026.2025.

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis (the “Working Capital Loans”). If we complete an initial Business Combination, the Company would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of MarchJune 31,30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.liabilities, Noother unaudited quarterly operating data is included in this Quarterly Reportthan as we have not conducted any operations to date.follows:

The preparation of 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 financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of MarchJune 31,30, 2026.