VNME 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 January 28, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to complete the Initial Public Offering, described below, 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 interest income on marketable securities held in the trust account (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 and six months ended MarchJune 31,30, 2026, we had net income of $1,601,866$1,585,356 and $3,187,222, respectively, which consisted of investment income earned on investments in the Trust Account of $1,769,248$1,782,096 and $3,551,344, respectively, partially offset by formation and operating expenses of $167,382.$196,740 and $364,122, respectively.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $126,489.$262,616. Net income of $1,601,866$3,187,222 was affected by interest earned on investments held in the Trust Account of $1,769,248,$3,551,344, and net change in operating assets and liabilities of $40,893.$101,506.

For the threesix months ended MarchJune 31,30, 2026, cash provided by investing activities was $200,000, which is the amount of cash withdrawn from the Trust for working capital purposes.

For the threesix months ended MarchJune 31,30, 2026, cash provided by financing activities was $30,000,$60,000, which is the proceeds from related party payable.

As of MarchJune 31,30, 2026, we held investments in the Trust Account of $205,602,194.$207,384,290. 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 franchise and income taxes payable and excluding deferred underwriting commissions), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial 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 $408,087$301,960 in our operating bank 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 our initial 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 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 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 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 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 financial statements, which management 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 had the following critical critical accounting estimates: fair value of public and private warrants.