SCPQ 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 August 11, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities and those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a 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 cash held in 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 had a net income of $607,344,$727,038, which consist of interest earned on marketable securities held in Trust Account of $880,040$893,459, offset by,by operatinggeneral costsand administrative expenses of $272,696.$166,421.

For the threesix months ended MarchJune 31,30, 2026, net cash cash used in operating activities was $478,493.$620,025. Net income (loss) of $607,344$1,334,382 was affected by interest earned on marketable securities held in the Trust Account of $880,040.$1,773,499. Changes in operating assets and liabilities used $205,797$180,908 of cash for operating activities.

As of MarchJune 31,30, 2026, we had cash held in the trust trust account of $100,939,630$101,833,090 consisting of money market funds with a maturity of 185 days or less. We may withdraw interest from the trust trust account as described above. 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 permitted withdrawals and excluding deferred underwriting commissions), 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 complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash of $524,610.$383,078. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence 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 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.

The preparation of the unaudited condensed financial statements and related disclosures in conformity with 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 condensed 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 of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 30, 31, 2026, the only critical estimates that we had were related to the inputs used in the valuation of the warrants at the date of the Initial Initial Public Offering.