PTOR 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 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. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) 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 September 29, 2025, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses.businesses (the “Business Combination”). We intend to effectuate our business combinationBusiness Combination using cash derived from the proceeds of the Initial Public Offering and the sale of 5,000,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant, 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 September 29, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the initial public offering (the “Initial Public Offering,Offering”), described below, and, after our Initial Public Offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our businessBusiness combination. Combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account (the “Trust Account.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 income of $1,071,660,$1,008,400, which consists of interest income on marketable securities held in the Trust Account of $1,454,404,$2,266,535 offset by general and administrative costs of $382,744.$1,258,135.

For the threesix months ended MarchJune 31,30, 2026, cash usedwe inhad operatinga activities was $532,452. Netnet income of $1,071,660$2,080,060, waswhich affectedconsists byof interest earnedincome on marketable securities held in the Trust Account of $1,454,404.$3,720,939, Changesoffset inby operating assetsgeneral and liabilitiesadministrative used $149,708costs of cash for operating activities.$1,640,879.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $254,454,404$256,720,939 (including approximately $1,454,404$3,720,939 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less.less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. 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 any permitted withdrawals and excluding deferred underwriting commissions), to complete our businessBusiness combination.Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our businessBusiness combination,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 $2,003,126. $1,786,759. 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, whichliabilities that 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.

We entered into an agreement with the Sponsor, commencing on January 22, 2026 through the earlier of our consummation of a business combination or its liquidation, to pay the Sponsor or its affiliate or designee a total of $25,000 per month for office space, utilities, secretarial and administrative support services. As ofFor Marchthe 31,three and six months ended June 30, 2026, $28,629 werewe incurred and paid $37,500 and $66,129, respectively, under this agreement.

The underwritersUnderwriters were entitled to a cash underwriting discount of 0.60% of the gross proceeds of the Initial Public Offering, or $1,320,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. The underwritersUnderwriters were also entitled to deferred commissions of 3.00% of the gross proceeds of the Initial Public Offering, or $6,600,000 in the aggregate,aggregate (increased by an additional $990,000 to $7,590,000 in the aggregate as a result of the Underwriters’ full exercise of the over-allotment option), payable upon the consummation of the initial businessBusiness combination,Combination, with such 3.00% payable to the underwritersUnderwriters in cash and due solely on amounts remaining in the Trust Account following shareholder redemptions.

Critical Accounting Estimates and Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with the accounting principles generally accepted in the United States of America (“GAAP”) requires Managementmanagement 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 unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates as of MarchJune 31,30, 2026.