SAC 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 ofand 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. 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 period ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2026. 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 completed our Initial Public Offering (“IPO”) on December 5, 2025 raising $230,000,000 toward identifying a target company for a Business Combination. Since the IPO,Initial Public Offering, we have been evaluating and engaging in dialog with potential acquisition candidates. We do not expect to generate any operating revenues until after the completion of a Business Combination. We currently generate non-operating income in the form of interest income on investments held in the Trust Account, but such interest cannot be used for ongoing operating or targeting activities. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things). We also incur costs for administration and target evaluation. We will incur expenses for due diligence at the time an acquisition target is being pursued.

For the three months ended MarchJune 31,30, 2026, we had net income of $1,775,303,$1,853,826, which consisted of interest earned on cash and investments held in Trust Account of $2,055,810,$2,081,699, partially offset by generaloperational and administrative costcosts – third parties of $280,507.$115,373 and operational and administrative costs – related parties of $112,500.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $230,000,000 was placed in the Trust Account. We incurred transaction costs totaling $14,360,472, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee, and $560,472 of other offering costs.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $229,457$495,693 principally for administration and targeting activities. Net income of $1,775,303$3,629,129 was affected by interest earned on cash and investments held in trust of $2,055,810,$4,137,509, at an annual effective rate of 3.6%.3.6 – 3.7%. Such interest cannot be used for operating activities. Changes in operating assets and liabilities provided $51,050$12,687 of cash for operating activities.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such workingWorking capitalCapital loansLoans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per unit, at the option of the lender. The Private Placement Units issued upon conversion of any such loans would be identical to the Private Placement Units sold in a private placement concurrently with the Initial Public Offering. As of March 31,June 30, 2026, no workingWorking capitalCapital loansLoans were outstanding.

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 an agreement to pay an affiliate of the Sponsor $25,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team and an agreement to pay a family member of our Chief Executive Officer to provide management and consulting services in connection with our search for a potential Business Combination target for a $37,500 engagement fee and a recurring fee of $12,500 per month for up to 24 months. The administrative agreement continues through the date of a Business Combination or liquidation; the consulting agreement can be terminated at any time.

The preparation of the unaudited financial statements and related disclosures in conformity with U.S. GAAP 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 unaudited 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 unaudited 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 did not have any critical accounting estimates to be disclosed.