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

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by thesuch forward-looking statements as a result of certain factors detailed in our filings with the SEC.SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 27, 2025 (inception) through MarchJune 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the 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 investments held in the Trust Account after the Initial Public Offering. We have incurred and expect to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,726,095,$1,824,385, which consisted of interest earned on marketable securities held in the Trust Account of $2,033,498$2,057,285 and interest earned on operating account of $174,$194, partially offset by general and administrative expenses of $307,577.$233,094.

LiquidityLiquidity, Capital Resources and CapitalGoing ResourcesConcern

For the threesix months ended March 31,June 30, 2026, net cash used in operating activities was $344,060.$532,427. Net income of $1,726,095$3,550,480 was offset by interest earned on marketable securities held in the Trust Account of $2,033,498.$4,090,783 and interest earned on cash of $368. Changes in operating assets and liabilities, which used $36,657$7,876 of cash from operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $232,265,476$234,322,761 (including approximately $2,265,476$4,322,761 of interest income).We may withdraw interest from the Trust Account to pay taxes, if any. 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 (which interest shall be net of any taxes payable and exclude the Deferred Fee), 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 held outside of the Trust Account of approximately $907,573.$719,206. We 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.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of MarchJune 30, 2026 and December 31, 2026,2025, we did not have any borrowings under any Working Capital Loans.

Commencing on December 17, 2025, and until the completion of our Business Combination or liquidation, we reimburse (i) LMS, an affiliate of the Sponsor, and (ii) Cadenza Ventures Management Company, LLC, an affiliate of our Chief Executive Officer and Chairman of the Board, in an aggregate amount equal to $25,000 per month (or $12,500 per month to each), for office space, utilities, and secretarial and administrative support made available to us pursuant to the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2026, we incurred $75,000 and paid $37,500$150,000 in fees for these services, respectively of which $25,000 is included in accounts payable and accrued expenses in the accompanying condensed balance sheets. For the period from June 27, 2025 (inception) through June 30, 2025, the Company did not incur any fees for these services.

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.