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

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from August 5, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and subsequent to 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 initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended MarchJune 31,30, 2026, we had a net income of $1,886,022,$2,384,770, which consistconsisted of interest income on bank deposits of $4,055,$6,681, interest income on investments held in the Trust Account of $2,187,424$2,564,146 and offset by general and administrative expenses of $305,457.$186,057.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $468,029.$605,530. Net income of $1,886,022$4,270,792 was affected by interest earned on investments held in the Trust Account and payment of operation cost through promissory note by $2,187,424$4,751,570 and $50, respectively. Changes in operating assets and liabilities used $166,677$124,802 of cash for operating activities.

At MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $289,687,424$292,251,570 (including $2,187,424$4,751,570 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.

At MarchJune 31,30, 2026, we had cash of $846,656$709,155 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate prospective 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, select the target business to acquire and structure, negotiate and complete a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), management has determined that the Company’s projected future liquidity position raiseraises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by January 12, 2028. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 12, 2028. The Company’s financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

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 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 unaudited condensed 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.