QADR 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 completion of the Proposed Business Combination (as defined below),Combination, 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, including that the conditions of the ProposedBusiness Business Combination are not satisfied. 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 final prospectus for its Initial Public Offering 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 have neither engaged in any operations nor generated any revenues to date. Our only activities from July 28, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest and/or dividend income on investments held in the Trust 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 lossincome of $145,685,$1,090,655, which consists of interest income earned on cash and marketable securities held in Trust Account of $1,790,265, offset by general and administrative costs of $165,217, offset by interest income earned on investments held in Trust Account of $19,532.$699,610.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $110,161.$970,603. Net lossincome of $145,685$944,970 was affected by payment of general and administrative costs through promissory note – related party of $7,381, payment of general and administrative costs through advances from related party of $12,619 and interest earned on investments cash and marketable securities held in Trust Account of $19,532.$1,809,797. Changes in operating assets and liabilities providedused $35,056$125,776 of cash for operating activities.

As of MarchJune 31,30, 2026, we had investmentscash and marketable securities held in Trust Account of $200,019,532$201,809,797 (including approximately $19,532$1,809,797 of interest earned) consisting of U.S. Treasury Bills with a maturity of 185 days or less and money market funds. 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 (less income taxes payable), 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, we had cash of $1,238,410$377,377 and working capital surplus of $1,155,053.$465,913. 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, which 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.

On October 20, 2025, 10,000 founder shares were transferred to the Chief Executive Officer, which had a fair value of $36,020 using the valuation described above. On November 24, 2025, 5,000 founder shares were transferred to the Chief Financial Officer, which had a fair value of $15,325 or $3.065 per share. The Company established the fair value of founder shares transferred on November 24, 2025 using Monte Carlo Simulation Model prepared by a third party valuation firm, which takes into consideration the following market assumptions (i) implied share price of $9.82, (ii) probability of De-SPAC and instrument-specific market adjustment of 31.4%, and (iii) risk-free rate of 3.95%.The founder shares transferred are subject to a performance condition (i.e., providing services through Business Combination). As of MarchJune 31,30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no share-based compensation expense has been recognized.

For the three and six months ended MarchJune 31,30, 2026, the Company has incurred and paid an aggregate of $30,000 and $60,000, respectively, for the services of the Chief Executive Officer and Chief Financial Officer.

Commencing on March 26, 2026, the effective date of the registration statement of the Initial Public Offering, the Company will reimburse the Sponsor in an amount equal to $20,000 per month for office space, utilities and secretarial and administrative support made available to the Company. Upon completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three and six months ended MarchJune 31,30, 2026, $3,871 the Company has beenincurred and paid an aggregate of $60,000 and $63,871, respectively, for the administrative services. As of June 30, 2026, there were no accrued amounts for these services and prepaid amounts of $56,124 related to these services were reflected in the Company’s condensed balance sheets.

Net LossIncome Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net lossincome per ordinary share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from loss per ordinary share as the redemption value approximates fair value.

The accompanying unaudited condensed statement of operations includes a presentation of lossincome per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of lossincome per share. Net lossincome per ordinary share, basic and diluted, for redeemable Class A ordinary shares is calculated by dividing the net lossincome allocated to redeemable Class A ordinary shares by the weighted average number of redeemable Class A ordinary shares outstanding since original issuance. Net lossincome per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net loss,income, adjusted for net lossincome attributable to redeemable Class A ordinary shares, by the weighted average number of non-redeemable ordinary shares outstanding for the period. Non-redeemable ordinary shares include the founder shares, as these founder shares do not have any redemption featuresfeatures. Net income and dolosses notare participateallocated pro rata between redeemable and non-redeemable ordinary shares in theaccordance income earned onwith the Trusttwo-class Account.method of earnings per share.