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

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-KForm10-K filed with the SEC on March 30, 2026. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-KForm10-K filed with the SEC on March 30, 2026.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 23, 2024 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described in Note 1, 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. Subsequent to the Initial Public Offering, we generate non-operating income in the form of earnings from investments 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 $993,698,$1,410,634, which consisted of earnings from investments held in Trust Account of $1,821,649$1,839,075 offset by California franchise tax of $498,282$136,793 and general and administrative costs of $329,669.$291,648.

For the threesix months ended MarchJune 31,30, 2025,2026, we had a net lossincome of $163,101,$2,404,332, which consisted of compensationearnings expensefrom investments held in Trust Account of $145,000$3,660,724 offset by California franchise tax of $635,075 and general and administrative expensescosts of $18,101.$621,317.

For the threesix months ended MarchJune 31,30, 2026, cash providedused in by operating activities was $126,879.$625,787. Net income of $993,698$2,404,332 was affected by earnings from investments held in the Trust Account of $1,821,649$3,660,724 and deferred legal fees of $91,139.$13,939. Changes in operating assets and liabilities provided $609,933$616,666 of cash for operating activities.

For the threesix months ended MarchJune 31,30, 2025, cash usedprovided inby operating activities was $0.$869,178. Net lossincome of $163,101$327,628 was affected by compensation expense of $145,000 and payment of operation costs through promissory note of $10,001.$10,000, earnings from investments held in the Trust Account of $998,578, deferred legal fees of $60,016 and compensation expense of $181,250. Changes in operating assets and liabilities provided $8,100$1,288,862 of cash for operating activities.

As of MarchJune 31,30, 2026, our investment in the trust account consisted of money market funds of $208,178,661.$209,647,736. We may withdraw earnings from the Trust Account to pay taxes. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing earnings earned on the Trust Account (less taxes payable, if any), 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 $131,087.$2,169. 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. 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.

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 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 the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.