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

We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 5, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities and those those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after after the completion of our Business Combination. Following our Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial 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 $48,012,$669,181 which iswas comprisedprimarily due to interest earned on investments held in the Trust Account of $1,014,639 partially offset by formation and operating costs.costs of $345,458.

Subsequent to the end of the quarterly period covered by this Report, on May 4, 2026, we consummated our Initial Public Offering of 20,000,000 Units at a price of $10.00 per Unit, generating gross proceeds to us of $200,000,000. We granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 8, 2026, the underwriter notified us of their partial exercise of the Over-Allotment Option to purchase an additional 917,392 Units at a price of $10.00 per Unit. The closing of the Over-Allotment Option occurred on May 12, 2026, generating gross proceeds of $9,173,920. On June 18, 2026, the underwriter notified us of $9,173,920.their remaining exercise of the Over-Allotment Option to purchase an additional 2,082,608 Units at a price of $10.00 per Unit. The closing of the Over-Allotment Option occurred on June 22, 2026, generating gross proceeds of $20,826,080. The total aggregate issuance by us of 20,917,39223,000,000 at a price of $10.00 per Unit resulted in total gross proceeds deposited into our trust account of $209,173,920.$230,000,000.

Simultaneously with the closing of the Initial Public Offering, we completed the private sale of 594,500 private placement units at $10.00 per Private Placement Unit, to our Sponsor for an aggregate purchase price of $5,945,000. On May 8, 2026, simultaneously with the sale of the Over-Allotment Option units, we consummated the private sale of an additional 16,054 Private Placement Units to our Sponsor, generating gross proceeds of $160,540. On June 22, 2026, simultaneously with the sale of the Over-Allotment Option units, we consummated the private sale of an additional 43,946 Private Placement Units to our Sponsor, generating gross proceeds of $439,460. The net proceeds were transferred into our trust account as of MayJune 12,22, 2026.

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.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than monthly administrative services of $20,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on May 4, 2026, and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. As of June 30, 2026, the $40,000 is outstanding and included in accrued expenses on the balance sheet.

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At MarchJune 31,30, 2026, the Company did not have any dilutive dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.