UAC 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 October 22, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the initial public offering, described below, and subsequent to the closing of the 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. We expect to generate non-operating income in the form of interest and/or dividend income on 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, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had net income of $359,973,$691,371, which consisted of interest earned on marketable securities held in Trust Account of $575,022 and change in over-allotment liability of $82,463,$905,837, partially offset by general and administrative expenses of $297,512.$214,466.

Until the the consummation of the initial public offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of MarchJune 31,30, 2026, we had cash of $2,150,377$1,963,796 and working capital of $2,052,047.$1,864,388.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $369,923.$556,503. Net income of $359,973$1,051,344 was affected by interest earned on marketable securities held in the Trust Account of $575,022,$1,480,859, change in fair value of over-allotment liability of $82,463, payment payment of general and administrative costs through prepayments of $24,982$24,981 and payment of general and administrative costs through promissory note – related party of $12,000. Changes in operating assets and liabilities providedused $59,429$31,544 of cash forin operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $102,398,022$103,303,859 (including approximately $575,022$1,480,859 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), 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 $2,150,377$1,963,796 held outside the Trust Account. 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 participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, entities, or purchased any non-financial assets.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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 judgment. 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 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 and December 31, 2025, we did not have any critical accounting estimates to be disclosed.