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

For the threesix months ended MarchJune 31,30, 2025 and 2026, 2026, we had a net loss of $51,857$88,605 and net income of $95,982,$385,352, respectively, which primarily consisted of income earned on marketable securities held in Trust Account, and general and administrative expenses.

As of MarchJune 31,30, 2026, we had $1,846,192 in cash and a working capital deficit of $501,095.$690,733. For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $210,579. $400,217. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the founder shares and an aggregate of up to $6,500,000 in loans available from the sponsor under an unsecured promissory note executed on May 1, 2021 and an unsecured promissory note executed on May 1, 2025, and due at the closing of this offering. On November 15, 2025, the Sponsor provided additional loans up to an aggregate amount of $5,000,000 under the new sponsor loan agreement. The funds were used to pay for our expenses of the Initial Public Offering and Business Combination with interest-free. As of MarchJune 31,30, 2026, we have borrowed $2,347,287 $2,208,521 under the promissory note with the sponsor. Subsequent to the consummation of the Initial Public Offering, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the Initial Public Offering and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will will receive such funds.

We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K 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.

The calculation of diluted net income per share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since since the exercise of the rights are contingent upon the occurrence of future events. As of MarchJune 31,30, 2026, the rights are exercisable to purchase 742,031 shares of common stock in the aggregate. The weighted average of these shares was excluded from the calculation of diluted net income common stock since the inclusion of such rights would be anti-dilutive. The rights cannot be converted to shares of common stock prior to an initial Business Combination; therefore, they have been classified as anti-dilutive.