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

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Silver Pegasus Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to SilverLodeSilver Lode Capital LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 5, 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. 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 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 incomeloss of $1,004,547,$28,267, which consists of interest earned on marketable securities held in the Trust Account of $1,029,730$1,045,695, interest earned on cash held in Operating Bank Account of $1,570, and gain loss on derivative liability of $127,750,$943,650, offset by,by general and administrative costs of $152,933.$131,882.

For the three months ended MarchJune 31,30, 2025, we had had a net loss of $23,562,$22,837, which is entirely consistsconsisted of general and administrative expenses.costs.

For the threesix months ended MarchJune 31,30, 2026, net cash cash used in operating activities was $141,401.$218,931. Net income of $1,004,547$976,280 was impacted interest earned on marketable securities held in Trust Trust Account of $1,029,730,$2,075,425, change in Fair Value of Warrant Liabilities of $242,750$355,900 and change in Fair Value of Rights Liabilities of $460,000. $115,000. Changes in operating assets and liabilities provided $11,532$64,314 from operating activities.

For the threesix months ended MarchJune 31,30, 2025, net cash cash used in operating activities was $0. Net loss of $23,562$46,399 was impacted by payment of expenses through promissory note of $23,554$46,304 and changes changes in operating assets and liabilities provided $8$95 of prepaid and accrued expenses from operating activities.

As of MarchJune 31.30, 2026, we had marketable securities held in the Trust Account of $118,138,535$119,184,230 (including approximately $1,029,730$2,075,425 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), 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 our 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 $237,393.$159,863. 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 a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of MarchJune 31.30, 2026, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Additionally, if a Business Combination is not consummated by the end of the Combination Period, currently January 16, 2027, there will be a mandatory liquidation and subsequent dissolution of the Company.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31.30, 2026.2026 and December 31, 2025. 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.