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

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for risks relating to our operations, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report and (iii) Quarterly Reports2025 onSecond Quarter Form 10-Q, 2025 Third Quarter Form 10-Q for the quarterly periods ended June 30, 2025 and September2026 30,First 2025,Quarter asForm filed with the SEC on August 14, 2025 and November 14, 2025, respectively.10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as provided below.factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since December 4, 2024 (inception) through MarchJune 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination and (z) consummating the Abra 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 expect 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 $1,371,432,$2,236,828, which consists of interest income on marketable securities held in the Trust Account of $2,725,776,$2,768,034, offset by general and administrative costs of $1,354,344.$531,206.

For the three months ended MarchJune 31,30, 2025, we had a net lossincome of $60,685,$2,052,904, which consistedconsists of interest income on marketable securities held in the Trust Account of $2,208,932, offset by general and administrative costs.costs of $156,028.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $376,984.$837,770. Net income of $1,371,432$3,608,260 was affected by interest earned on marketable securities held in the Trust Account of $2,725,776.$5,493,810. Changes in operating assets and liabilities provided $977,360$1,047,780 of cash for operating activities.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $29,067.$354,652. Net lossincome of $60,685$1,992,219 was affected by changesinterest earned on marketable securities held in the Trust Account of $2,208,932. Changes in operating assets and liabilities providedutilized $31,618 $137,939 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $ 312,721,919$315,489,953 (including $11,071,169$13,839,203 of interest income), which was invested in money market funds that invest in U.S. 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 (which interest shall be net of taxes payable, if any, 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.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trusteeContinental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of approximately $324,608$63,822 and a working capital deficit of $639,908.$1,171,114. 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.

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2025 or the completion of our Initial Public Offering. The loan of $285,045 was fully repaid upon the consummation of our Initial Public Offering on April 25, 2025. No additional borrowing is available under the IPO Promissory Note. As of MarchJune 31,30, 2026 and December 31, 2025, we had no outstanding borrowings under the IPO Promissory Note.

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 would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. TheSuch units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). 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 March 31, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Commencing on April 23, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $20,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2026, the Company incurred $60,000 and $120,000 in fees for these servicesservices, respectively, and paid $80,000$140,000 of which $20,000 is reported as prepaid expenses in the condensed consolidated balance sheets of the unaudited condensed consolidated financial statements included elsewhere in this Report. For the three monthand six months ended MarchJune 31, 30, 2025, the Company didincurred notand incurpaid any$42,000 and $62,000 in fees for these services.services, respectively, of which $20,000 is included in prepaid expenses in the accompanying condensed balance sheets as of June 30, 2025.

Simultaneously with the execution of the Business Combination Agreement, stockholders of Abra holding capital stock of Abra sufficient to approve the adoption of the Business Combination Agreement and approve the Merger and the other transactions contemplated by the Business Combination Agreement (the “Company Support Stockholders”) entered into support agreements (each, a “Company Support Agreement”), Agreements, pursuant to which, among other things, each Company Support Stockholder agreed to vote its shares of capital stock of Abra (the “Subject Stock”) in favor of the adoption of the Business Combination Agreement, the ancillary documents, the approval of the Transactions and any amendments to Abra’s organizational documents in connection therewith, subject to certain customary conditions. Each Company Support Stockholder also agreed to take certain other actions in support of the Business Combination Agreement and the Transactions (and any actions required in furtherance thereof) and to refrain from taking actions that would adversely affect their ability to perform such Company Support Stockholder’s obligations under the Company Support Agreement and each such Company Support Stockholder unconditionally and irrevocably waived any and all pre-emption rights, rights of first offer, rights of first refusal, rights of participation, tag-along rights and all other similar rights that such Company Support Stockholder may have in respect of the Transactions. Each Company Support Stockholder also agreed not to transfer their Subject Stock during the period from and including the date of the Company Support Agreement and the first to occur of the date of Closing or the date on which the Company Support Agreement is terminated, subject to certain customary exceptions.

Simultaneously with the execution of the Business Combination Agreement, certain stockholders of Abra (the “Lock-Up Holders”) entered into lock-up agreements (each, a “Lock-Up Agreement”),Agreements, pursuant to which each Lock-Up Holder agreed not to (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Company’s Common Stock to be received by such Lock-Up Holder in the Transactions, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of the Company’s Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, for a period commencing from the Closing and ending on the date that is eighteen (18) months after the Closing (subject to early release on the earlier upon (x) the date on which the volume-weighted average trading price of Pubco Class A Shares quoted on Nasdaq (or such other exchange on which the Pubco Class A Shares may then be listed) is greater than or equal to $12.50 for any 10 trading days within any 20 trading day period beginning after the Closing and (y) subsequent to the Closing, the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of the Company’s Common Stock for cash, securities, or other property), subject to certain customary transfer exceptions.

Simultaneously with the execution of the Business Combination Agreement, the Company, Abra and the Sponsor, entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, to (A) waive its anti-dilution rights with respect to the Founder Shares held by the Sponsor; and (B) vote all of the Company’s ordinary shares held by it in favor of (i) the Business Combination Agreement and the Transactions (ii) each other proposal included in the proxy statement for the Company Special Meeting and for which the Company’s board of directors has recommended that the Company shareholders vote in favor and against any competing transaction. In addition to the foregoing, the Sponsor Support Agreement prevents transfers of the securities of the Company held by the Sponsor between the date of the Sponsor Support Agreement and its termination, subject to certain limited exceptions. Additionally, the Sponsor agreed to amend the insider letter, which was entered into in connection with the Company’s initial public offering (the “Insider Letter”),Letter, as follows:

With respect to 50% of the Founder Shares (the “Unlocked Founder Shares”):

With respect to the remaining 50% of the Founder Shares, such Founder Shares shall be subject to athe lock-upLock-Up periodPeriod of eighteen (18) months from the Closing (the “Lock-Up Period”),Closing, provided, that such Founder Shares will released from Lock-Up (as defined in the Insider Letter), during the Lock-Up Period, the volume-weighted average price of SPAC’s common stock is equal to or greater than $12.50 for 10 trading days in any 20-trading day period.

The preparation of the unaudited condensed consolidated 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 consolidated 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 from the assumptions used, our unaudited condensed consolidated financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. One of the more significant accounting estimates included in the unaudited condensed consolidated financial statements included elsewhere in thethis Report is the determination of the fair value of the Public Warrants and Private Placement Warrants issued during the consummation of our Initial Public Offering and Private Placement. As of MarchJune 31,30, 2026, the Company did not have any other critical accounting estimates requiring disclosure, as the warrants are classified as equity and are not subject to remeasurement at each reporting period.