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

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement. Statement and (ii) 2026 First Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below.factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on identifying a prospective target business in a business that fits within our Management’s historical areas of business expertise. Our co-founders’ long track record includes varied investments across different sectors and regions. We seek to prioritize profitable target businesses that demonstrate sustainable growth and robust cash flow characteristics. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since November 7, 2025 (inception) through March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended March 31,June 30, 2026, we had a net lossincome of $5,693,399,$1,728,637, which consists of formation, general and administrative costs of $6,308,569 and share-based compensation expense of $111,000, offset by change in fair value of Over-Allotment Option liability of $139,300$28,100 and interest earned on investments held in the Trust Account of $586,870.$1,843,009, offset by formation, general and administrative costs of $142,472.

For the threesix months ended March 31,June 30, 2026, cash used in operating activities was $311,763.$378,463. Net loss of $5,693,399$3,964,762 was affected by payment of operation costs through the IPO Promissory Note of $31,000, share-based compensation expense of $111,000, change in fair value of Over-Allotment Option liability of $139,300$167,400 and interest earned on investments held in the Trust Account of $586,870.$2,429,879. Changes in operating assets and liabilities provided $5,965,806 $6,041,578 of cash for operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $206,906,870$208,749,879 (including approximately $586,870$2,429,879 of interest income). 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 (which interest shall be net of any taxes payable and exclude the Deferred Fee), 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.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trusteeContinental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of $1,202,585.$1,135,885. We 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 paid the Sponsor an amount of $13,230 in excess of the outstanding IPO Promissory Note balance at the closing of the Initial Public Offering. The excess payment of $13,230 is denoted as a due from Sponsor on the condensed balance sheets as of MarchJune 31,30, 2026 in the unaudited condensed financial statements included in this Report under Item 1. “Financial Statements”. As of December 31, 2025, no amount was due from the Sponsor.

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 Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. 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 Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Commencing on February 26,25, 2026, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2026, we incurred $10,000$30,000 and $40,000 in fees for these services, respectively, of which such amount is included in accounts payable and accrued expenses in the condensed balance sheets of the unaudited condensed financial statements included in this Report under Item 1. “Financial Statements”.

Santander was paid a cash underwriting discount of $250,000 upon the closing of the Initial Public Offering. Additionally, Santander is entitled to the deferred underwritingDeferred commissionsFee of $0.30 per Public Unit or $6,000,000 in the aggregate (or up to $6,900,000 in the aggregate if the Over-Allotment Option was exercised in full). As a result of Santander’s election to partially exercise the Over-Allotment Option on March 27, 2026, Santander is entitled to the Deferred Fee $6,189,600 as of MarchJune 31,30, 2026. Such Deferred Fee will not be payable with respect to any shares redeemed in connection with an initial Business Combination, and may be paid at the sole and absolute discretion of our Management Team to any one or more Financial Industry Regulatory Authority members, which may or may not include Santander. The Deferred Fee will become payable to Santander from the amounts held in the Trust Account solely in the event we complete our Business Combination, subject to the terms of the Underwriting Agreement.

In addition to the Underwriting Agreement, in connection with the Initial Public Offering, we entered into the Advisory Agreement with Santander. Pursuant to the Advisory Agreement, Santander is entitled to the Advisory Fee, which is equal to 3.0% of the gross proceeds raised in the Initial Public Offering upon and subject to the closing of the initial Business Combination. The termination clause in the Advisory Agreement deems the Advisory Fee earned and recorded as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026 and December 31, 2025, $6,189,600 and $0, respectively, has been recorded as Advisory Fee payable on the condensed balance sheets of the unaudited condensed financial statements included in this Report under Item 1. “Financial Statements”.

Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, and officers have agreed that: (x) the Founder Shares and any Class A Ordinary Shares issued upon conversion thereof shall be subject to a transfer restrictions of the earlier of (i) one year after the completion of our initial Business Combination or earlier if, subsequent to our initial Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination; and (z) Anyany Units, Rights, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Rights shall be subject to transfer restriction for 180 days.days following the filing of the prospectus for the Initial Public Offering.

The preparation of the accompanyingunaudited unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our accompanying unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our accompanying unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. As of MarchJune 31,30, 2026, our critical accounting estimates relateestimate relates to the fair value of the Over-Allotment Option liability and the Public Rights as disclosed in the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.