QRED 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), 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 Proposed 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 Annualregistration Reportstatement on Form S-1 and other reports 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.

On April 14, 2026, the Company entered into a finder’s engagement agreement with Wealthwise Solutions Ltd. in connection with the identification and introduction of potential target businesses for a possible business combination transaction. Pursuant to the agreement, upon the closing of a transaction, the Company shall cause the Sponsor to pay the Finder a cash success fee of $1,500,000. The Company shall also issue, or cause the applicable post-closing public company to issue, 6,000,000 ordinary shares to the Finder upon the closing of a transaction, provided that the applicable target company has a pre-money equity valuation of at least $500,000,000. As of AprilJuly 30,31, 2026, no transaction had closed. Accordingly, no expense or liability related to the finder’s success fees was recorded as of AprilJuly 30,31, 2026.

Subsequent to quarter-end, onOn June 9, 2026, we entered into an Agreement and Plan of Merger with Robseek Intelligence Inc., Robseek Limited, Meng Tang, solely in his capacity as shareholder representative, Robseek Inc., and QRED Merger Sub Ltd. Pursuant to the Merger Agreement, the parties will consummate a business combination through a merger structure pursuant to which (i) we will merge with and into Robseek Inc., with Robseek Inc. surviving such merger, and (ii) immediately thereafter, QRED Merger Sub Ltd. will merge with and into Robseek Intelligence Inc., with Robseek Intelligence Inc. surviving such merger as a wholly owned subsidiary of Robseek Inc. At the effective time of the acquisition merger, the issued and outstanding ordinary shares of Robseek Intelligence Inc., other than excluded shares, will be cancelled in exchange for the right to receive the applicable portion of 100,000,000 ordinary shares of Robseek Inc., valued at $10.00 per share, based on an agreed pre-money equity valuation of Robseek Intelligence Inc. of $1,000,000,000, subject to allocation among Robseek Intelligence Inc. shareholders in accordance with the Merger Agreement. The proposed business combination remains subject to customary closing conditions, including shareholder approvals, effectiveness of a registration statement and approval for listing of Robseek Inc.’s securities on Nasdaq or the New York Stock Exchange.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 8, 2025 (inception) through AprilJuly 30,31, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.

For the three months ended AprilJuly 30,31, 2026, we had had a net income of $79,108.$581,631. The net income consisted of interest earned on investments held in the Trust Account of $151,407$1,037,661 offset by formation and operating costs of $72,299.$456,030, which included $225,000 of legal fees incurred in connection with the proposed business combination with Robseek.

As of AprilJuly 30,31, 2026, we had cash and cash equivalents of $810,746$242,332 and working capital of $1,015,433.$284,403. In addition, as of AprilJuly 30,31, 2026, we had $115,726,407$116,764,068 of cash and investments held in the Trust Account.

Net cash used in operating activities for the three six months ended AprilJuly 30,31, 2026 was ($34,220).$452,634, which consisted of net income of $660,739 adjusted for interest earned on investments held in the Trust Account of $1,189,068 and changes in operating assets and liabilities of $75,695. Net cash used in investing activities was ($115,575,000) and related to the purchase of investments held in the Trust Account. Net cash provided by financing activities was $116,418,718$116,268,718 and consisted primarily of proceeds from the IPO and private placements, partially offset by the repayment of sponsor loans and the payment of offering costs.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of AprilJuly 30,31, 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.

As of AprilJuly 30,31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. Other than the administrative services agreement and other arrangements disclosed elsewhere in this report, we did not have any material commitments or contractual obligations.