TLNC 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 May 1, 2025 (inception) through March 31,June 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 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 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 a net income of $1,971,217,$1,322,627, which consists of interest income on cash held in the trust account of $2,314,024,$2,332,532, offset by general and administrative expenses of $342,807.$1,009,905.

The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account, in the cash operating account amounting to $2,653,957$2,399,609 as of MarchJune 31,30, 2026. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial business combination.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $218,670.$749,354. Net income of $1,971,217$3,293,844 was affected by interest earned on cash held in the Trust Account of $2,314,024, cash withdrawn from Trust Account for working capital purposes of $82,657.$4,646,556. Changes in operating assets and liabilities usedprovided $41,480$603,358 of cash for operating activities.

As of MarchJune 31,30, 2026, we had cash held in the Trust Account of $254,327,006$256,465,859 (including approximately $2,314,024$7,465,859 of interest income)income, consisting of U.S. Treasury Bills with a maturitynet of 185permitted dayswithdrawals), orwhich less.was held as uninvested cash in an interest-bearing demand deposit account. We may withdraw interest from the 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 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 $2,653,957.$2,399,609. 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.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026.

The underwriters were entitled to aan cashexpense underwritingreimbursement discountof amounting to $240,000$240,000, which is payable to the underwriters upon the completion of an initial business combination. In addition, the underwriters were entitled to $0.40 per unit sold in the offering, or up to $9,960,000 in the aggregate, payable to the underwriters based on the percentage of funds remaining in the Trust Account after redemptions of public shares, for deferred underwriting commissions, and to be released to the underwriters only upon the completion of an initial business combination. Furthermore, 50% of such deferred underwriting commissions will be contingent upon permitted withdrawals of interest, at the lesser of $500,000 or 5% of the interest earned per annum, on the Trust Account per annum,Account, for working capital from the Trust Account.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed unaudited condensed financial statements.