MEVO 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 of 1933 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 Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), 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, including that the conditions of the Proposed Business Combination are not satisfied.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 final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). 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 in the Cayman Islands on August 11, 2025 (inception), formed for the purpose of entering into a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units,Warrants, our shares, debt or a combination of cash, shares and debt.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 11, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a potential target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest 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 lossincome of $6,993,616,$2,565,903, which consists of compensationinterest expense of $8,469,916 and operating costs of $189,221, offset by interest income on investments held in the Trust Account of $1,665,521.$2,670,170, offset by operating costs of $104,267.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units,Placement Warrants, a total of $300,000,000 was placed in the Trust Account. We incurred $18,662,204, consisting of $5,100,000 of cash underwriting fee (net of $900,000 underwriters’ reimbursement), $12,000,000 of deferred underwriting fee, and $1,562,204 of other offering costs.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $135,394.$190,629. Net loss of $6,993,616$4,427,713 was affected by addbacks of: compensation expense of $8,469,916, payment of general and administrative costs through promissory note – related party of $51,725, amortization of prepayments of $23,196$51,725 and payment of general and administrative costs through advances from related party of $10,498 offset by,by interest earned on investments held in the Trust Account of $1,665,521.$4,335,691. Changes in operating assets and liabilities usedprovided $31,592$40,636 of cash for operating activities.

As of MarchJune 31,30, 2026, we had investments held in the Trust Account of $301,665,521$304,335,691 (including approximately $1,665,521$4,335,691 of interest income) consistinginvested ofin a government money market fund that invests in U.S. Treasury Billsobligations withand a maturityrepurchase ofagreements 185collateralized daysby orU.S. less.Treasury Securities. 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 (less income taxes payable), 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 and cash equivalents of $1,035,350.$947,796. 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.

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

We accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

We account for our ordinary shares subject to possible conversionredemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets.

Net Income (Loss) Per Ordinary Share

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.statements.