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

TheRisks shareRelating price ofto the post-BusinessPost-Business Combination company may be less than the Redemption Price of our Public Shares.Company

For additional risks relating to our operations, other than as set forth above, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual Statement.Report and (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 as filed with the SEC on May 12, 2025. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. 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 Additional risks couldnot arisepresently known to us or that we currently deem immaterial may also affect our business or 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.

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, businesspossible strategyBusiness Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements.statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. SuchWe have based these forward-looking statements are based on the beliefs of our Management,Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to,to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto containedincluded elsewhere in this Report.

We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. WeThere cannotcan assurebe ourno shareholdersassurance that our plans to complete a Business Combination will be successful.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter.Articles. SuchAny ansuch amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete ourtheir initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

We have neither engaged in any operations nor generated any revenues to date. Our only activities fromsince May 21, 2024 (inception) through December 31, 20242025 werehave been (i) organizational activities,activities thoseand necessary(ii) activities relating to prepare for(x) the Initial Public Offering, described below,Offering and subsequent(y) identifying toand evaluating prospective acquisition candidates and activities in connection with the closing of the Initial Public Offering, identifying a target company for ainitial Business Combination. We dowill not expect to generate any operating revenues until after the completion of our initial Business Combination. We generatehave generated non-operating income in the form of interest income on marketable securitiesinvestments held in the Trust Account.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.

Liquidity andLiquidity, Capital Resources and Going Concern

As of December 31, 2025 and 2024, we had marketable securities held in the Trust Account of $244,261,293 and $234,500,051 respectively (including approximately $3,350,051$9,761,242 and $3,350,051, respectively, of interest income). 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 (lessinterest incomeshall be net of taxes payablepayable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds 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’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee 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 December 31, 2025 and 2024, we had cash held outside of $798,454.the Trust Account of approximately $48,469 and $798,454, respectively. 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, plantsplants, 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 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 or our advisor may, but are not obligated to, loan us Working Capital LoansLoans, as may be required. If we complete a Business Combination, we wouldwill repay such Working Capital Loans, if any.Loans. In the event that athe initial 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 convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. TheseSuch units and their underlying securities would be identical to the Private Placement Units.Units, Exceptincluding as forto exercise price, exercisability and exercise period of the foregoing,underlying warrants. Prior to the terms completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. See below for more information on the WCL Promissory Notes we issued in connection with Working Capital Loans,Loans iffrom any,the haveWCL not been determined and no written agreements exist with respect to such Working Capital Loans.Payees.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as set forth below.follows:

Administrative Services Agreement and Chief Executive Officer AgreementsCompensation

Commencing on DecemberSeptember 13, 2025,5, 2024, and until the completion of our initial Business Combination or liquidation, we payreimburse an affiliate of ourthe Sponsor $2,500 per month for certain office space, utilitiesutilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. As of December 31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024, we had incurred $9,167and underpaid the$30,000 Administrativeand Services$9,250, Agreement.respectively, in fees for these services.

Additionally, we agreed to pay our Chief Executive Officer $12,500 per month for his services commencing on September 5, 2024, through the earlier of consummation consummation or the initial Business Combination or the liquidation. As of December 31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024, we had incurred $45,833and paid $150,000 and $45,750, respectively, in such fees.fees to our Chief Executive Officer.

TheWe underwriters ofgranted the InitialUnderwriters Public Offering had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any. On September 9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected toUnderwriters fully exerciseexercised thetheir Over-Allotment Option and purchased the additional 3,000,000 Option Units at a price of $10.00 per Option Unit pursuant to the Underwriting Agreement.Option.

The underwriters of the Initial Public OfferingUnderwriters were entitled to paid a cash underwriting discount of $4,600,000 (2.00% of the gross proceeds of the Initial Public Offering,Units oroffered $4,600,000 in the aggregate, paid on September 9, 2024, at the closing of the Initial Public Offering.Offering). Additionally, the Underwriters were entitled to the underwritersDeferred are entitled to a deferred underwriting discountFee of 4.25% of the gross proceeds of the base Initial Public Offering,Offering orheld in the Trust Account, which equated to $9,775,000 in the aggregate, with suchfollowing the full exercise of the Over-Allotment Option. The Deferred Fee is payable to the Underwriters upon the completion of the initial Business Combination.Combination, subject to the terms of the Underwriting Agreement.

Critical Accounting Estimates and PoliciesStandards

The preparation of the audited financial statements and relatednotes disclosures thereto included elsewhere in this Report 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 liabilitiesliabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the datetime 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 financial statements,statements and incomenotes andthereto expensesincluded duringelsewhere in thethis periods reported. Actual resultsReport could be materially differaffected. fromAs thoseof estimates.December We31, have2025, we did not identifiedhave any critical accounting estimates.estimates to be disclosed.

Management does not believe that thatthere are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the financial statements containedand notes thereto included elsewhere in this Report.

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for the quarterly period ended March 31,June 30, 2026 (this “Quarterly Report”), including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in the Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

On AprilOctober 27,14, 2026,2025, we amended theissued WCLthree PromissoryOriginal Notes to each of William J. Sandbrook, Michael Andretti and William M. Brown,Brown to increase thein total principal amounts to $2,100,000,of $875,000$720,000, $300,000 and $1,400,000,$480,000, respectively.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since May 21, 2024 (inception) through March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial 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 March 31,June 2025,30, 2026, we had net income of $2,263,403,$2,013,307, which consisted of interest earned on marketable securities held in Trust Account of $2,455,602, $2,181,072, partially offset by general and administrative costcosts of $192,199.$167,765.

Following the Initial Public Offering, including the full exercise of the over-allotment option, and the Private Placement, a total of $231,150,000 was initially placed in the Trust Account. We incurred fees of $15,014,904 in the Initial Public Offering, consisting of $4,600,000 of the cash underwriting fee, fees, the deferred underwriting feefees of $9,775,000 and $639,904 of other offering costs.

As of MarchJune 31,30, 2026 and December 31, 2025, we had $150,516$225,380 and $48,469, respectively of cash in our operating account. As of MarchJune 31,30, 2026 and December 31, 2025, we had a working capital surplus of $274,364$286,599 and working capital deficit of $29,006, respectively. As of MarchJune 31,30, 2026 and December 31, 2025, approximately $15,259,067$17,440,139 and $13,111,293 of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

As of MarchJune 31,30, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $246,409,067$248,590,139 and $244,261,293, respectively (including approximately $15,259,067 $17,440,139 and $13,111,293, respectively, of interest income). 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 underwriting feefees), 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 and December 31, 2025, we had cash held outside of the Trust Account of approximately $150,516$225,380 and $48,469, respectively. 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.

Our liquidity needs through March 31,June 30, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our founder shares, (ii) loans pursuant to the IPO Promissory Note and the WCL Promissory Notes, and (iii) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.

On October 14, 2025, we issued the WCL Promissory Notes, three separateOriginal unsecured promissory notesNotes to each of the WCL Payees, for an aggregate principal amount of $1,500,000. On April 27, 2026, the Company amended and restated the Original Notes to each of the WCL Payees to increase the aggregate principal amount from $1,500,000 to $4,375,000. The proceeds of the WCL Promissory Notes, which may be drawn from time to time prior to the WCL Maturity Date, will be used by us for working capital purposes. The WCL Promissory Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Business Combination and (ii) the date of our liquidation. In the event that we do not consummate a Business Combination, the WCL Promissory Notes will be repaid only from amounts remaining outside of the Trust Account, if any. If, prior to the Business Combination, the principal balances of the WCL Promissory Notes have not been paid in full, then, at the WCL Payees’ option and subject to certain conditions, up to an aggregate of $1,500,000 of the total principal amounts of the WCL Promissory Notes may be converted into WCL Conversion Units, each consisting of one Class A ordinary share and one-half of one warrant, at a conversion price of $10.00 per WCL Conversion Unit, on the date of the Business Combination. The WCL Conversion Units and their underlying securities shall be identical to the Private Placement Units and their underlying securities. WCL Conversion Units and their underlying securities are entitled to the registration rights set forth in that certain registration rights agreement. A failure to pay the principal outstanding amount of the WCL Promissory Notes within one business day of the WCL Maturity Date shall be deemed an event of default, in which case the WCL Payees may declare the WCL Promissory Notes due and payable immediately. The issuance of the Original Notes and WCL Promissory Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. As of MarchJune 31,30, 2026, we had borrowed $1,060,000$1,240,000 from the WCL Promissory Notes which consisted of $508,800$652,800 from William J. Sandbrook, $212,000$248,000 from Michael Andretti and $339,200 from William M. Brown against the WCL Promissory Notes and had $440,000 $3,135,000 available for withdrawal.

For the three and six months ended March 31,June 30, 2026 and 2025, we incurred and paid $45,000 and $90,000, respectively, in such fees to our Chief Executive Officer.

The underwriters were paid a cash underwriting discount of $4,600,000 (2.00% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the underwriters were entitled to the deferred underwriting feefees of 4.25% of the gross proceeds of the base Initial Public Offering held in the Trust Account, which equated to $9,775,000 in the aggregate, following the full exercise of the over-allotment option. The deferred underwriting feefees isare payable to the underwriters upon the completion of the initial Business Combination, subject to the terms of the Underwriting Agreement.

On December 17, 2025, we entered into the Underwriting AgreementUA Amendment, which is effective and conditioned upon the closing of the StoreDot Business Combination. As a result of the StoreDot Termination Agreement, the StoreDot BCA and related agreements are of no further force and effect.

The preparation of the unaudited condensed financial statements and notes thereto included elsewhere in this Quarterly Report 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 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 financial statements and notes thereto included elsewhere in this Quarterly Report could be materially affected. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.