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

At MarchJune 31,30, 2026, we had cash of $10,977$477 and working capital of $236,274.$179,443. Further, we expect to incur significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this need for capital are discussed in the section of this Quarterly Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Quarterly Report do not include any adjustments that might result from our inability to continue as a going concern.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 2, 2024 (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. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account (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 and six months ended MarchJune 31,30, 2026, we had net income of $1,808,560,$1,719,302 and $3,527,862, respectively, which consisted primarily of investment income earned on the cash held in the Trust Account of $2,091,474$2,105,683 and $4,197,157 partially offset by formation and operating expenses of $282,914.$386,381 and $669,295, respectively.

As of MarchJune 31,30, 2026, the Company has cash of $10,977$477 and working capital of $236,274.$179,443. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company anticipates that the cash held outside of the Trust Account of $10,977$477 will not be sufficient to allow the Company to operate in the next twelve months. Additionally, the Company has until May 16, 2027, to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has no approved plan in place to extend the business combination deadline beyond May 16, 2027. Management has determined that the timing of liquidation raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $(77,594).$388,094. Net income of $1,808,460$3,527,862 was affected by interest earned on cash held in the Trust Account of $(2,091,474),$4,197,157, and net change in operating assets and liabilities of $205,420.$281,201.

For the threesix months ended MarchJune 31,30, 2026, cash provided by financing activities was $80,000,$380,000, which is primarily the proceeds from the issuance of a convertible note.notes.

As of MarchJune 31,30, 2026, we had cash held in the Trust Account of $250,274,966.$252,380,649. 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 franchise and income taxes payable and excluding deferred underwriting commissions), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial 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 $10,977$477 in our operating bank account. 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 our initial 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.

Except for the Investor Convertible Notes, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management 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 financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we had the following critical accounting estimates: fair value of public and private warrants and fair value of shares transferred to directors.