KRAQ 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 July 28, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, activities necessary to prepare for our Initial Public Offering (“IPO”), described below, and general corporate matters. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. Following the completion of the IPO, we generate non-operating income in the form of interest income on marketable securities. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net lossincome of $8,910,820,$2,845,920, which resulted from interest incomeearned on marketable securities held in the trust and operating accounts of $2,054,610 $3,077,909 offset by general and administrative expenses of $10,965,430.$231,989.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $669,888.$882,361. Net loss of $8,910,820$6,064,900 was adjusted for interest incomeearned on marketable securities of $2,049,415.$5,120,100. Changes in operating assets and liabilities usedprovided $10,290,347$10,302,639 primarily due to the increase in prepaid expenses of $69,647, non-current prepaid insurance of $57,816, the decrease in accrued expenses of $4,781, the decrease in accounts payable of $4,779, offset by the increases in due to related party of $77,370 and advisory payable of $10,350,000$10,350,000, .partially offset by an increases in prepaid insurance.

For the threesix months ended MarchJune 31,30, 2026, cash used by investing activities was $344,949,706,$344,794,728, which was primarily due to cash being deposited into the trust account of $345,000,000, andnet theof proceeds from sale of investments deposited in the operating account for working capital needs of $50,294.$205,272.

For the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was $346,400,064,$346,379,495, whichprimarily was dueattributable to proceeds from the sale of Units (defined below), Private Placement Warrants (as defined below) and public warrants issued as part of the Units. These proceeds were partially offset by the payment of offering costs totaling $418,758 and the repayment of a promissory note of $201,747.

The underwritersUnderwriter were entitled to an underwriting discount of $250,000 in the aggregate. Additionally, the underwriterUnderwriter was entitled to a deferred underwriting discount of $0.30 per Unit, or $10,350,000 in the aggregate in connection with the underwriter’sUnderwriter’s full exercise of the over-allotment. Such deferred underwriting commissions will not be payable with respect to any shares redeemed in connection with an initial Business Combination and may be paid at the sole and absolute discretion of the Company’s Management Team to any one or more Financial Industry Regulation Authority (“FINRA”) members, which may or may not include the underwriterUnderwriter in the Initial Public Offering. The deferred deferred underwriting discount will become payable to the underwriterUnderwriter from the amounts held in the Trust Account solely in the event the Company completes its 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 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 financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The Company’s Class A Ordinary Shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that have redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not not specify a maximum redemption threshold, its charter provides that currently, the Company will only redeem its Public Shares. However, the threshold in its Articles of Association would not change the nature of the underlying shares as redeemable redeemable and thus the Public Shares are required to be presented outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption redemption value ($10.06$10.14 per share as of MarchJune 31,30, 2026) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants are contingent upon the occurrence of future events. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and Class B ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from loss per ordinary share as the redemption value approximates fair value.