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

As of MarchJune 31,30, 2026, we had approximately $209,000$147,000 in cash and a working capital deficit of approximately $480,000.$2.1 million.

In addition, in order to finance transaction costs in connection with our Initial Business Combination, our Sponsor or an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, provide the Working Capital Loans to us. If we complete our Initial Business Combination, we would repay the Working Capital Loans. In the event that the Initial Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1.5 million of such loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants and their underlying securities would be identical to the Sponsor Private Placement Warrants. As of MarchJune 31,30, 2026, we had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40 - Presentation of Financial Statements – Going Concern, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of MarchJune 31,30, 2026, our management has determined that our liquidity, mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern through the earlier of the liquidation date of May 1, 2027 or the completion of the Initial Business Combination. There is no assurance that our plans to consummate the Initial Business Combination will be successful or successfulcompleted within the Completion Window. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our entire activity from July 15, 2024 (inception) through MarchJune 31,30, 2026 is related to our formation and the preparation for our Initial Public Offering, and since the closing of our Initial Public Offering, the search for a prospective initial Business Combination. We will not generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of investment income from the Trust Account. We will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Additionally, we recognize non-cash gains and losses within other income (expense) related to changes in recurring fair value measurement of our derivative liabilities, if any, at each reporting period.

For the three months ended MarchJune 31,30, 2026, we had net income of approximately $2.2$1.1 million, which consisted of approximately $2.7 million of interest income from operating account and investments held in the Trust Account, partially offset by approximately $482,000$1.6 million of general and administrative expenses (of which $45,000 $82,500 was for administrativeservices expenseswith accruedrelated parties and approximately $1.4 million was in related to ourmerger Sponsorexpenses).

For the three months ended MarchJune 31,30, 2025, we had net lossincome of approximately $18,000,$1.9 million, which consisted solelyof approximately $2.1 million of interest income from operating account and investments held in the Trust Account, partially offset by approximately $229,000 of general and administrative expenses.expenses (of which $30,000 was for administrative expenses paid to our Sponsor).

Commencing on May 1, 2025, we agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or our liquidation, we will cease paying these monthly fees. Payment for such administrative services to the Sponsor will be deferred and payable upon closing of an Initial Business Combination and will only be paid out of funds remaining outside of Trust Account. We recorded an aggregate of $45,000 in expenses for such fees during the three months ended MarchJune 31,30, 2026 in the accompanying unaudited condensed statement of operations. We recorded an outstanding balance of $165,000 $210,000 and $120,000 as of MarchJune 31,30, 2026 and December 31, 2025, respectively, in connection with such fees in accrued expenses - related parties in the accompanying unaudited condensed balance sheets.

On June 13, 2025, in connection with the appointment of Vikas Mittal as our Chief Financial Officer, we entered into the CFO Services Agreement with Meteora, pursuant to which, among other things, we agreed to pay a quarterly fee of $37,500 to Meteora as consideration for Meteora making Mr. Mittal available to serve as our Chief Financial Officer starting in July 2025. We recorded $37,500 and $75,000 in general and administrative expenses for the three and six months ended MarchJune 31,30, 2026 and had outstanding balance of $112,500$150,000 and $75,000 as of MarchJune 31,30, 2026 and December 31, 2025, respectively, in connection with such fees in accrued expenses - related parties in the accompanying statement of operations and balance sheets. There was no expense for such fees during the three and six months ended June 30, 2025.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(b)(1) of Regulation S-K and did not have any commitments or contractual obligations.S-K.