LWAC 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 January 22, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and 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. We generate non-operating income in the form of interest or dividend income on 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 a net income of $1,755,823,$1,629,641, which consists of earnings on investments held in the Trust Account of $1,935,148$1,965,149 and interest income from operating account of $6,512,$4,856, offset by general and administrative costs of $185,837.$340,364.

For the period from January 22, 2025 (inception) through MarchJune 31,30, 2025, we had a net loss $47,186,of $407,872, which consistedconsists of general and administrative expenses.costs of $134,353 and compensation expense of $372,000, offset by earnings on investments held in the Trust Account of $98,309 and interest income from operating account of $172.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $183,330.$336,107. Net income of $1,755,823$3,385,464 was affected by earnings on investments held in the Trust Account of $1,935,148.$3,900,297. Changes in operating assets and liabilities used $4,005$178,726 of cash for operating activities.

For the period from January 22, 2025 (inception) through MarchJune 31,30, 2025, cash used in operating activities was $10,409.$62,454. Net loss of $47,186$407,872 was affected by changesearnings on investments held in the Trust Account of $98,309 and compensation expense of $372,000. Changes in operating assets and liabilities usedprovided $36,777$71,727 of cash for operating activities.

As of MarchJune 31,30, 2026, we had investments held in the Trust Account of $222,014,999$223,980,148 consisting of mutual funds invested in money market funds. We may withdraw earnings 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 earnings on the Trust Account (less taxes payable, if any), 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 $625,445. $472,668. 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.

In connection with the Company’sour assessment of going concern considerations in accordance with AccountingASC Standards Codification (“ASC”) 205-40,205-40 “Presentation of Financial Statements-Statements - Going Concern,” the Company has incurred and expects to continue to incur significant expenditurescosts requiredin forpursuit operatingof financing and acquisition plans. Additionally, the business. ACompany has until June 26, 2027, the Completion Window, to complete a Business Combination. The projected working capital deficit and the expectation of significant future costs raises substantial doubt about ourthe Company’s ability to continue as a going concern within one year after the date that the unaudited condensed financial statements are issued. Additionally, management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Completion Window, raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through debt or equity financing.financing and the completion of its proposed Business Combination. There are no assurances that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Completion Window. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 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.

Critical Accounting PoliciesEstimates

The preparation of unaudited condensed 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 unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. WeAs of June 30, 2026, we did not have identified the followingany critical accounting policies:estimates to be disclosed.