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

As indicated in the financial statements, at MarchJune 31,30, 2026, we had $1,410,014$1,027,588 of cash and $176,657,691$178,185,780 of amounts held in the Trust Account. We expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

As of MarchJune 31,30, 2026, we have neither engaged in any business operations nor generated any revenues. Our only activities since inception have been organizational activities, those necessary to prepare for the Initial Public Offering that closed on August 13, 2025, and following the Initial Public Offering, seeking a target business to acquire. We will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with identifying a target business to acquire.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,286,495. $899,136. Net income was comprised of $1,519,942$1,528,089 of interest income on cash and marketable securities held in the Trust Account, offset by $193,756 $588,127 of general and administrative expenses, listing fee expense of $20,783,$21,250, insurance expense of $16,644,$16,829, and subscription expense of $2,264.$2,747.

For the periodthree frommonths Marchended 27,June 2025 (inception) through March 31,30, 2025, we had net loss of $8,601,$54,820, comprised of formation, general and administrative expenses of $8,601.$54,820.

We had cash of $1,410,014$1,027,588 and $1,663,042 and no cash equivalents as of MarchJune 31,30, 2026 and December 31, 2025, respectively. We had working capital of $1,438,915$826,791 and $1,655,718 as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

Transaction costs amounted to $7,262,013, consisting of a $1,500,000 cash underwriting fee, $4,500,000 of deferred underwriting fee, and $1,262,013 of other offering costs. Deferred underwriting commissions increased to $5,175,000 due to the underwriters’ full exercise of the over-allotment option on August 15, 2025.

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 identified the following critical accounting estimates as of MarchJune 31, 30, 2026: