TWLV 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 since August 14, 2024 (inception) through MarchJune 31,30, 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 interestdividend 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 MarchJune 31,30, 2026, we had a net income of $1,364,043,$1,407,021, which consists of dividends earned on marketable securities held in the Trust Account Account of $1,528,525,$1,542,757, partially offset by general and administrative costs of $164,482.$135,736.

For the three months ended MarchJune 31,30, 2025, we had a net loss of $50,760,$31,113, which consisted of general and administrative costs.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $197,987.$301,535. Net income of $1,364,043$2,771,064 was affected by dividends earned on marketable securities held in the Trust Account of $1,528,525.$3,071,282. Changes in operating assets and liabilities used $33,505$1,317 of cash in operating activities.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $0.$23,399. Net loss of $50,760$81,873 was affected by general and administrative costs paid by by Sponsor through promissory note - related party of $5,000. Changes in operating assets and liabilities provided $45,760$53,474 of cash for operating operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $174,294,831$175,837,588 (including approximately $1,794,831$3,337,588 of interestdividend income).

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of $495,520$391,972 and a working capital of $483,643.$366,657. 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.

Our liquidity needs through MarchJune 31,30, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Initial Public Offering and Private Placement held outside of the Trust Account.

In order to fund working capital capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors 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, 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). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist exist with respect to such Working Capital Loans. As of MarchJune 31,30, 2026, we did not have any borrowings under any Working Capital Loans.

Commencing on December 11, 2025, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of 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, wethe Company incurred $30,000 inand $60,000, respectively, of fees for these services,services whichpursuant amountto isthe Administrative includedServices inAgreement accruedand expensesrecorded init as Due to Sponsor on the accompanying unaudited condensed balance sheetssheet. For the three and six months ended June 30, 2025, the Company did not incur any fees for these services. As of June 30, 2026 and December 31, 2025, the financialbalance statementsof includedDue into thisSponsor Reportwas under$37,000 Itemand 1.$7,000, “Financial Statements”.respectively.

The Underwriters were paid a cash underwriting discount of $3,450,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the Underwriters are entitled to the Deferred Fee of up to 4.00% of the gross proceeds of the Initial Public Offering, including pursuant to the Over-Allotment Option, held in the Trust Account, which equates to $6,900,000 in the aggregate and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting AgreementAgreement. However, such $0.40 per Public Unit shall be due solely on amounts remaining in the Trust Account upon consummation of the initial Business Combination following all properly submitted shareholder redemptions in connection with the consummation of the initial Business Combination.

The preparation of the 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 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 unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.