Evolution Global Acquisition Corp 10-K

Item 9A. CONTROLS AND PROCEDURES Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION During the year ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(a) of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 69 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Officers and Directors Our officers, directors and director nominees are as follows: Name: Age: Position: Stephen Marc Silver 41 Chief Executive Officer and Chairman Arthur Kuan-Lin Chen 49 Chief Financial Officer Ashley Elizabeth Zumwalt-Forbes 35 Chief Operating Officer and Director Matthew Ryan Langsford 40 Director Erez Ichilov 59 Director Gavin Apter 42 Director Stephen Silver serves as our Chief Executive Officer and Chairman of the Board (appointed in June, 2025). Mr. Silver is a finance professional with over two decades of experience in corporate advisory, sales and trading, and capital markets across Australia and international markets. Mr. Silver is also the Chief Executive Officer and Chairman of M Evo Global Acquisition Corp II, a SPAC that closed its IPO on February 2, 2026. Mr. Silver currently is the Managing Director of Evolution Capital Pty Ltd (“Evolution Capital”), an Australian corporate advisory firm specializing in corporate finance and institutional sales and trading, which he founded in 2016. At Evolution Capital he has led numerous public and private transactions across a wide range of sectors, including technology, media, energy, natural resources, and industrial sectors. Mr. Silver has also served as a director at LTO Capital Pty Ltd, since 2012. Prior to founding Evolution Capital, Stephen was a founding director at Jett Capital Advisors, LLC. and senior investment banker at Casimir Capital, L.P. in New York from 2013 to 2016 and 2011 to 2013, respectively. Both firms specialized in corporate finance in the natural resources sector. Mr. Silver holds a Bachelor of Commerce degree from the University of Western Australia and has completed executive education programs in corporate finance and investment management. We believe that Mr. Silver is well-qualified to serve as our chief executive officer due his deep transaction experience and having access to a global network of institutional relationships across the capital markets and private equity industries. Arthur Chen serves as our Chief Financial Officer (appointed in June, 2025). Mr. Chen is also the Chief Financial Officer of M Evo Global Acquisition Corp II, a SPAC that closed its IPO on February 2, 2026. Mr. Chen brings 25 years of financial leadership experience in multinational mining companies and advisory services practices. Since 2022, he has been providing financial advisory services to mining and financial companies as an independent financial consultant. In July 2021, Mr. Chen was appointed as the Chief Accounting Officer at Deepgreen Metals Inc. In September 2021, The Metals Company Inc., formerly known as Sustainable Opportunities Acquisition Corporation, a special purpose acquisition company, completed its business combination with Deepgreen Metals Inc. Mr. Chen continued as the Chief Accounting Officer for The Metals Company Inc. until November 2021. Previously, Mr. Chen held Corporate Controller roles at several multinational mining companies with gold producing assets and/or development stage projects, including Teranga Gold Corporation from 2016 through June, 2021. Prior to that, he was the Corporate Controller for Alloycorp Mining Inc. from 2014 to 2016, New Gold Inc. from 2008 to 2013, and Central Sun Mining Inc. from 2006 to 2008, where his duties spanned external reporting, cost accounting, budgeting, treasury, tax, risk and internal controls, and financial systems. Mr. Chen completed articling requirements for his Canadian Chartered Professional Accountant designation at Ernst & Young LLP. He also holds a Bachelor of Commerce degree in Accounting from York University and Bachelor of Arts degree in Economics from the University of Toronto. We believe that Mr. Chen is well-qualified to serve as our chief financial officer due to his extensive financial accounting experience, particularly in the mining and natural resources industry. Ashley Elizabeth Zumwalt-Forbes serves as our Chief Operating Officer and director (appointed in June, 2025). Ms. Zumwalt-Forbes is also the Chief Operating Officer and a Director of M Evo Global Acquisition Corp II, a SPAC that closed its IPO on February 2, 2026. Ms. Zumwalt-Forbes is a petroleum engineer with thirteen years’ experience in acquiring, financing, and developing both greenfield and brownfield natural resources projects around the world. Ms. Zumwalt-Forbes currently serves as Principal at Smoketree Resources LLC, which she founded in January 2025, and as Non-Resident Fellow at Rice University’s Baker Institute Center for Energy Studies. Prior to founding Smoketree Resources, Ms. Zumwalt-Forbes served as the United States Deputy Director for Batteries and Critical Materials within the Department of Energy from January 2024 through January 2025. Ms. Zumwalt-Forbes served as Senior Advisor to Metals Acquisition Corp., a SPAC, from August 2022 through December 2023. Concurrently, Ms. Zumwalt-Forbes served as a founder and director from May 2018 through June 2023 in the following companies: Co-Founder and President of Black Mountain Metals LLC, a private battery metals mining company established in 2018, Co-Founder and President of Black Mountain Exploration LLC, a private natural gas company established in 2019, and Co-Founder and Chief Executive Officer of Black Mountain CarbonLock LLC, a private carbon negative company established in 2021. Ms. Zumwalt-Forbes also served as Executive Director of REECycle, Inc., a private rare earth recycling company, from January 2022 to July 2023, and was an angel investor at New Enterprise Associates via NEA Angel Fund I, LP from July 2022 to November 2023. Ms. Zumwalt-Forbes served on the Strategic Advisory Board for Hennessy Capital Investment Corp. V, the group’s fifth SPAC (NASDAQ: HCICU) from January 2021 to January 2023. Ms. Zumwalt-Forbes was Co-Founder and President and board member of Lynncrest Holdings LLC from 2012 through December 2024 and currently serves on the Strategic Advisory Board for TCU’s Energy Institute and Oklahoma University’s School of Petroleum Engineering. Prior to joining Black Mountain in 2017, Ms. Zumwalt-Forbes attended Harvard Business School from 2015 to 2017. Prior to that, Ms. Zumwalt-Forbes worked in several Lead Project Engineering roles from July 2012 to July 2015 at ExxonMobil Corporation and its subsidiary XTO Energy Inc, managing drilling, completions, and planning aspects of international shale exploration. Ms. Zumwalt-Forbes graduated summa cum laude from the University of Oklahoma with a B.S. in Petroleum Engineering, holds a Masters in Legal Studies focused on Energy Law from the University of Oklahoma, and holds an MBA from Harvard Business School. We believe that Ms. Zumwalt-Forbes is well-qualified to serve as our chief operating officer and director due to her deep experience in financing and developing both greenfield and brownfield natural resources projects around the world. 70 Matthew Langsford is an independent director of the Company. Mr. Langsford is a seasoned investment professional with over a decade of experience in portfolio management, investment strategy, and capital markets. He currently serves as a Portfolio Manager at Terra Capital Holdings Pty Ltd, an Australian investment firm focused on the natural resources sector. Since joining Terra Capital in 2013, Mr. Langsford has played a key role in investment decision-making, capital raising, and the ongoing management of listed and unlisted equity portfolios. At Terra Capital, he is actively involved in identifying high-conviction opportunities, conducting in-depth financial and sector analysis, and engaging with company management teams to drive long-term value. He has also contributed to numerous capital raising initiatives, helping growth-stage companies access institutional funding through public and private markets. Prior to his current role, Mr. Langsford spent three years at Ernst & Young in Transaction Advisory Services, where he advised on merger and acquisition transactions and corporate valuations. He holds a Bachelor of Commerce (Accounting and Finance) from Curtin University, New Zealand, and a Graduate Diploma in Chartered Accounting from Chartered Accountants Australia and New Zealand. We believe that Mr. Langsford will be well qualified to be a director of the Company because he brings together deep analytical expertise, transaction experience, and a strong network across Australia’s capital markets ecosystem. Erez Ichilov is an independent director of the Company. Mr. Ichilov is New York City-based and focused mainly on critical minerals. Mr. Ichilov is also a Director of M Evo Global Acquisition Corp II, a SPAC that closed its IPO on February 2, 2026. Since January of 2024, he has acted as a consultant through his newly formed company, Cedrus Arbor LLC, where he serves as the sole Manager. He acts as a consultant, advisor, investor and director to various mining, metals and physical commodities companies, both listed and private companies, and has a strong legal and financial background. From 2013 – 2023 Mr. Ichilov served as Managing Director of Traxys Projects LP, the investments and business development arm of the Traxys Group (a prominent global physical commodities trading house), where he drove direct and pooled investments as well as commercial agreements and co-managed the Pallinghurst-Traxys Battery Materials joint venture. Through his career, Mr. Ichilov engaged in complicated negotiations and engagements, structured complex multi-party transactions involving financing, insurance, logistics and offtake issues, in addition to setting up various tiers of investments and de-risking mechanisms. The role required extensive travel around the world, engaging with counterparties, regulators, government and local authorities, in addition to meetings with financial institutions, and speaking often in public, representing the group in international forums and conferences. Prior to that, Erez spent four years (2008-2012) as the Deputy Chief Executive Officer — Corporate Development (and initially Acting Chief Financial Officer) of the Ferro-Nickel Group Cunico Resources N.V, then a prominent global and integrated — mines to metal — producer of refined Ferronickel, producing over 30,000 tonnes per annum of Nickel content with 3,000 employees and two smelters in the Balkans. Cunico had mines in three continents and was selling its products to major stainless-steel companies globally. Mr. Ichilov oversaw strategic planning, business and corporate development, joint ventures and merger and acquisition transactions. Mr. Ichilov also managed certain non-factory units and oversaw their activities (including corporate and trade offices in Dubai and Amsterdam), global procurement of nickel ore feed and energetics, international shipping and logistics, legal activities, insurance, intellectual property and branding. Mr. Ichilov holds a law degree (LLB) and a Master of Business Administration (MBA) from Tel Aviv University. We believe that Mr. Ichilov will be well qualified to be a director of the Company because of his extensive experience in structuring complex financing and business transactions on a global basis, in the capacity of both a professional and company executive role. Gavin Apter is an independent director of the Company. Mr. Apter is an international finance professional with extensive experience in capital markets, institutional investor engagement, and strategic advisory across the natural resources, commodities, and broader equities sectors. Mr. Apter is the founder of Loyalsnap, Inc., a technology company serving more than 5,000 fitness and wellness businesses globally. Under his leadership since 2015, Loyalsnap has grown into a leading CRM and automation platform, developing sophisticated engagement and retention solutions for high-volume, membership-driven businesses. Mr. Apter has spent more than a decade advising, financing, and evaluating companies across multiple geographies, followed by founding and scaling a successful technology firm. Mr. Apter began his career in Sydney in the Investment Banking Division of Goldman Sachs from 2005 to 2007, where he supported capital raising, M&A advisory, and strategic transactions for clients across metals, mining, energy, and diversified industries. He transitioned to Goldman Sachs’ Institutional Hedge Fund Equity Sales team in Sydney from 2007 to 2009, advising leading hedge funds on equities, commodities-linked exposures, and sector-driven investment themes. From 2009 to 2010, Mr. Apter continued in institutional equity sales with Goldman Sachs in Hong Kong, working closely with pan-Asian hedge funds and long-short investment managers. In 2010, he relocated to New York, serving in the same capacity through 2013, where he advised US-based hedge funds on global markets, corporate developments, and capital deployment strategies across natural resources and adjacent sectors. Mr. Apter’s background spans international capital markets, institutional investor strategy, and the operational leadership of a high-growth technology company. This combination provides deep insight into corporate governance, financing pathways, and value creation — capabilities well aligned with the needs of listed exploration and natural resources companies. Mr. Apter holds a Bachelor of Accounting, with Distinction, from the University of Technology, Sydney. We believe he is well qualified to join the Company as an independent director due to his extensive experience in capital markets, institutional investor engagement, and strategic advisory across the natural resources, commodities, and broader equities sectors. 71 Family Relationships There are no family relationships among any of our executive officers, directors or director nominees. Number and Terms of Office of Officers and Directors Our board of directors consists of five members. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the commencement of trading of our units on Nasdaq, we expect to have two “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of the IPO. Our board of directors consists of four members and will be divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. As permitted by Nasdaq, we intend to phase in compliance with the Nasdaq director independence requirements within the schedule outlined in the Nasdaq rules, which require that a majority of the members of our board of directors be independent within one year of listing. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which will consist of Matthew Langsford and Erez Ichilov and will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Ashley Zumwalt-Forbes, will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Stephen Silver will expire at the third annual general meeting. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation Other than the indirect ownership of founder shares through their purchase of membership interests in the sponsor (3,650,000 founder shares to Stephen Silver, our Chief Executive Officer and Chairman of the Board, 608,333 to Ashley Zumwalt-Forbes, our Chief Operating Officer and a director, 150,000 founder shares to Arthur Chen, our Chief Financial Officer, 500,000 founder shares to Matthew Langsford and 125,000 founder shares to Erez Ichilov, our independent directors (for an aggregate of 5,033,333 founder shares), all at the same per-share price that our sponsor purchased such shares, or approximately $0.003 per share), none of our executive officers or directors have received any cash compensation for services rendered to us as of the date of the prospectus. Other than quarterly audit committee review of such reimbursements or payments, we do not expect to have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account or pursuant to permitted withdrawals: ● Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Payment of consulting, success or finder fees to our officers, independent directors, officers, consultants or their respective affiliates in connection with and prior to the consummation of our initial business combination; 72 ● Payment of an advisory fee of $420,000 (which fee increases to $480,000 if the underwriters’ over-allotment option is exercised in full) to the Sponsor Managing Member for management consulting and corporate advisory services; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the commencement of trading of our units on Nasdaq, our board of directors will establish two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. Audit Committee Our board of directors established an audit committee of the board of directors. Matthew Langsford, Gavin Apter and Erez Ichilov serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Langsford, Apter and Ichilov are each independent. Mr. Ichilov serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Ichilov qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; 73 ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Our board of directors established a compensation committee of our board of directors. The members of our compensation committee are Matthew Langsford, Gavin Apter and Erez Ichilov, and Mr. Apter serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Messrs. Langsford, Apter and Ichilov are each independent. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Clawback Policy We adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. 74 Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Matthew Langsford and Erez Ichilov. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to the registration statement. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty to not improperly fetter the exercise of future discretion; ● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. 75 In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual (1) Entity Entity’s Business Affiliation Stephen Silver Evolution Capital Pty Ltd Australian Corporate Advisory Firm Managing Director LTO Capital Pty Ltd Director M Evo Acquisition Corp II SPAC Chief Executive Officer and Chairman Arthur Chen Financial Consultant Financial Consulting Financial Consultant M Evo Acquisition Corp II SPAC Chief Financial Officer Ashley Zumwalt-Forbes Smoketree Resources LLC Investment — Family Office Principal and Director M Evo Acquisition Corp II SPAC Chief Operating Officer and Director Rice University Baker Institute Center for Energy Studies University Non-Resident Fellow Matthew Langsford Terra Capital Holdings Pty Ltd Investment Management Firm Portfolio Manager and Director Erez Ichilov Cedrus Arbor LLC Business Development Consulting Principal and Managing Member M Evo Acquisition Corp II SPAC Director Cotec Holdings Limited Public Canadian Company Director Compensation Committee Member Investment Committee Member CLN Global Inc. (formerly Clean Metals Recycling N.A Inc.) Private Metals & Plastics Recycling Company Director Lacero Solutions Inc. Private Airbags Recycling Company Director Luna Energy Limited Private Mining Company Director Mn 48 (Pty) Limited Private Mining Company Director Gavin Apter Loyalsnap, Inc. Technology Company Founder (1) Each individual listed has a fiduciary duty with respect to each of the listed entities opposite from his/her name. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. 76 ● Our initial shareholders purchased founder shares prior to the date of the prospectus and purchased private placement warrants in a transaction that closed simultaneously with the closing of the IPO. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● Our sponsor paid only a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. ● Our sponsor had agreed to loan us up to $300,000 to be used for a portion of the expenses of the IPO. In connection with the offering or in the event our sponsor or members of our management team provide additional loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Our officers, independent directors, or their affiliates may be paid consulting, success, or finder fees upon the successful completion of our initial business combination as described under “— Limited payments to insiders. ” ● In the event that we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Members of our management team may directly or indirectly own our founders shares, Class A ordinary shares and/or private placement warrants following the IPO, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at approximately $0.003 per share, the holders of our founder shares (including members of our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors (or their respective affiliates or related entities). In the event that we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers, directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. 77 Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our officers, independent directors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account, including permitted withdrawals from the trust account. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination (including any proposals recommended by the Company’s board of directors in connection with such business combination) (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 11. EXECUTIVE COMPENSATION Executive Officers and Director Compensation No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. 78 Clawback Policy As required by the NASDAQ rules, our Board has adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation received by any the Company’s current and former executive officers (as determined by the Compensation Committee of the Company’s Board in accordance with Section 10D of the Exchange Act and the rules of the Nasdaq Global Market) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the Compensation Committee (collectively, the “Covered Executives”) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Compensation Committee. If the Compensation Committee cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Because we do not anticipate paying any cash compensation to our prospective Covered Executives, we do not anticipate paying any incentive compensation which could become subject to clawback under the Clawback Policy. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 3, 2026 by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and director as a group. The following table is based on 32,000,000 Ordinary Shares issued and outstanding as of December 31, 2025, of which 24,000,000 were Class A Ordinary Shares and 8,000,000 were Class B Ordinary Shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our Ordinary Shares beneficially owned by them. Number of Class A Ordinary Shares Approximate Percentage of Issued and Outstanding Class A Ordinary Shares Number of Class B Ordinary Shares Approximate Percentage of Issued and Outstanding Class B Ordinary Shares Name and Address of Beneficial Owner (1) Beneficially Owned Before Offering After Offering Beneficially Owned (2) Before Offering After Offering Evolution Sponsor Holdings LLC (3) — — — 8,000,000 100 % 25 % Stephen Silver (3)(4) — — — 8,000,000 100 % 25 % Arthur Kuan-Lin Chen (4) — — — — — Ashley Elizabeth Zumwalt-Forbes (4) — — — — — Matthew Ryan Langsford (5) — — — — — Erez Ichilov (4) — — — — — Gavin Apter (4) — — — — — All officers and directors as a group (five persons) — — — 8,000,000 100 % 25 % (1) Unless otherwise noted, the business address of each of our shareholders is c/o Evolution Global Acquisition Corp, 2727 LBJ Freeway Suite 1010, Farmers Branch, TX 75234. (2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of our initial business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment, as described in the section entitled “ Description of Securities .” (3) Evolution Sponsor Holdings LLC, our sponsor, is the record holder of such shares. Stephen Silver, our Chief Executive Officer and Chairman, is the managing member of Evolution Capital Pty Ltd, the Sponsor Managing Member. Accordingly, Mr. Silver may be deemed to have or share beneficial ownership of the Class B ordinary shares held directly by our sponsor. Mr. Silver disclaims such beneficial ownership other than to the extent of his pecuniary interest. (4) Our officers and directors have indirect ownership interests in 5,033,333 Class B ordinary shares through their membership interests in the sponsor as follows: 500,000 Class B ordinary shares to Matthew Langsford and 125,000 Class B ordinary shares to Erez Ichilov, our independent director nominees; 3,650,000 Class B ordinary shares to Stephen Silver, our Chief Executive Officer and Chairman of the Board; 608,333 Class B ordinary shares to Ashley Zumwalt-Forbes, our Chief Operating Officer and Director; and 150,000 Class B ordinary shares to Arthur Chen, our Chief Financial Officer, which will be distributed upon the completion of the Company’s initial business combination. 79 Immediately after the IPO, our initial shareholders beneficially own 25% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in the IPO). Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including the appointment of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), and approval of significant corporate transactions including our initial business combination. Our sponsor and the underwriters have purchased an aggregate of 6,800,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,800,000 in the aggregate, in a private placement that closed simultaneously with the closing of the IPO. Of those 6,800,000 private placement warrants, our sponsor has purchased 4,400,000 private placement warrants and the underwriters have purchased 2,400,000 private placement warrants consistent with their pro rata allocation of the base offering. The private placement warrants are identical to the warrants sold in the IPO except that the private placement warrants (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) with respect to private placement warrants held by the underwriters and/or their respective designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8). A portion of the purchase price of the private placement warrants were added to the proceeds from the IPO to be held in the trust account such that at the time of closing of the IPO $240,000,000 were held in the trust account. If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. Evolution Sponsor Holdings LLC, our sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. Please see “ Certain Relationships and Related Party Transactions ” for additional information regarding our relationships with our promoters. Restrictions on Transfers of Founder Shares and Private Placement Warrants The founder shares and private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsor and management team. Those lock-up provisions provide that such securities are not transferable or saleable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (ii) in the case of the private placement warrants and any Class A ordinary shares issuable upon conversion or exercise thereof, until 30 days after the completion of our initial business combination except in each case (a) to our or the underwriters’ officers, directors, advisors or consultants, any affiliate or family member of any of our or the underwriters’ officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) distributions from our sponsor or the underwriters to their respective members, partners or shareholders pursuant to our sponsor’s or the underwriters’ limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor or upon dissolution of the underwriters, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement. 80 Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) private placement warrants which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement to be signed on the effective date of the IPO. Pursuant to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1,500,000 of working capital loans are converted into private placement warrants, we have registered up to 15,200,000 Class A ordinary shares and 8,700,000 warrants. The number of Class A ordinary shares includes (i) 8,000,000 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 6,800,000 Class A ordinary shares underlying the private placement warrants and (iii) 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes up to 6,800,000 private placement warrants and 1,500,000 private placement warrants issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. Notwithstanding anything to the contrary, the underwriters may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement. In addition, underwriters may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE On June 30, 2025, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 6,666,667 founder shares (the Company initially issued 100 class B ordinary shares to the sponsor for a consideration of $1.00 on June 27, 2025, and subsequently issued 5,749,000 class B ordinary shares to the sponsor for a consideration of $24,999 on June 30, 2025). On November 10, 2025, the Company issued 1,333,333 class B ordinary shares to our sponsor in a share capitalization, resulting in the total Class B ordinary shares increasing to 8,000,000 class B ordinary shares. The number of founder shares issued and outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 24,000,000 units and therefore that such founder shares would represent 25% of the issued and outstanding shares after the IPO. Our sponsor and the underwriters have purchased an aggregate of 6,800,000 private placement warrants each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $6,800,000 in the aggregate, in a private placement that closed simultaneously with the closing of the IPO. Of those 6,800,000 private placement warrants, our sponsor has purchased 4,400,000 private placement warrants and the underwriters have purchased 2,400,000 private placement warrants consistent with their pro rata allocation of the base offering. The private placement warrants are identical to the warrants sold in the IPO except that the private placement warrants (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) with respect to private placement warrants held by the underwriters and/or their respective designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8). 81 The interests of the members of our sponsor are denominated in two classes of membership interest units: (i) class A membership units that will represent an interest in founder shares held by our sponsor, and (ii) class B membership units that will represent an interest in the private placement warrants held by our sponsor. All members of our sponsor, including any non-managing sponsor investor that may join our sponsor concurrently with the IPO will hold classes of membership units representing their proportional interest in the founder shares and private placement warrants. While the non-managing sponsor investors would have an interest in our completion of an initial business combination, pursuant to an agreement of all members of our sponsor, the management and control of our sponsor is vested exclusively in the managing member of our sponsor, which is Stephen Silver, the managing member of our Sponsor Managing Member, our Chief Executive Officer. As a result of this management structure, non-managing sponsor investors will have no right to control our sponsor, or participate in any decision regarding the disposal of any security held by our sponsor, or otherwise. Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our officers, independent directors, or their respective affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account, including permitted withdrawals from the trust account. Our sponsor is providing office space and administrative support services to us at no cost. In addition, prior to the closing of the IPO, our sponsor may loan us funds in an aggregate amount of up to $300,000 to be used for a portion of the expenses of the IPO. These loans would be non-interest bearing, unsecured and are due at the earlier of March 31, 2026 and the closing of the IPO. In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. We may pay a consulting, success or finder fees to our sponsor, officers, directors, or their respective affiliates in connection with the consummation of our initial business combination. Further, we may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. In addition, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. We have until the date that is 24 months from the closing of the IPO or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the proposed extension, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (net of taxes paid or payable) and not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law. There is no limit on the number or length of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of the IPO. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend, our sponsor, management team and other initial shareholders will lose their entire investment in our founder shares and our private placement warrants, except to the extent they entitle the holders thereof to receive liquidating distributions from assets outside the trust account. For more information, also see “ Risk Factors — Risks Relating to our Securities — Since our sponsor, officers and directors, any other holder of our founder shares, and the underwriters may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after the IPO), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination .” 82 Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a registration rights agreement with respect to the founder shares and private placement warrants, which is described under the heading “ Principal Shareholders — Registration Rights .” We have engaged Evolution Capital Pty Ltd, the Sponsor Managing Member, of which our Chief Executive Officer and Chairman of the Board, Stephen Silver, is the managing member, to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support and business plans for us. Pursuant to the agreement, upon the closing of the IPO, we paid an advisory fee of $480,000 to the Sponsor Managing Member for such management consulting and corporate advisory services. Policy for Approval of Related Party Transactions The audit committee of our board of directors have adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account or pursuant to permitted withdrawals: ● Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Payment of consulting, success or finder fees to our officers, independent directors, officers, advisors, consultants or their respective affiliates in connection with and prior to the consummation of our initial business combination; 83 ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The firm of WithumSmith+Brown acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees. During the period from June 26, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were $150,205, for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K. Audit-Related Fees. During the period from June 26, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the period from June 26, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. All Other Fees . During the period from June 26, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 84 PART IV Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this Report: (1) Financial statements: Our financial statements are listed in the “Index to Audited Financial Statements” on page F-1. (2) Financial statements Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from June 26, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from June 26, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the Period from June 26, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. Exhibit No. Description 1.1 Underwriting Agreement.(1) 3.1 Amended and Restated Memorandum and Articles of Association.(1) 4.1 Specimen Unit Certificate.(2) 4.2 Specimen Class A Ordinary Share Certificate.(2) 4.3 Specimen Warrant Certificate.(2) 4.4 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.(1) 4.5 Description of Securities. 10.1 Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1) 10.2 Registration Rights Agreement among the Company, the Sponsor and the holders signatory thereto.(1) 10.3 Private Placement Warrant Purchase Agreement between the Company and the Sponsor.(1) 10.4 Private Placement Warrant Purchase Agreement between the Company and Cohen.(1) 10.5 Private Placement Warrant Purchase Agreement between the Company and Clear Street.(1) 10.6 Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.(1) 10.7 Advisory Agreement between the Company and Evolution Capital Pty Ltd.(1) 10.8 Form of Indemnity Agreement (2) 14.1 Code of Ethics (2) 31.1* Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)_under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)_under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy. 99.1* Insider Trading Policy 99.2 Audit Committee Charter (2) 99.3 Compensation Committee Charter. (2) 101.Ins Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. (1) Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on November 13, 2025. (2) Incorporated by reference to Amendment No. 3 to our Registration Statement on Form S-1 filed with the SEC on October 22, 2025. Item 16. FORM 10–K SUMMARY None. 85 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EVOLUTION GLOBAL ACQUISITION CORP By: /s/ Stephen Silver Name: Stephen Silver Title: Chief Executive Officer (Principal Executive Officer) Dated: March 3, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Stephen Silver Chief Executive Officer and Director March 3, 2026 Stephen Silver (Principal Executive Officer) /s/ Arthur Chen Chief Financial Officer March 3, 2026 Arthur Chen (Principal Financial Officer) /s/ Ashley Zumwalt-Forbes Chief Operating Officer and Director March 3, 2026 Ashley Zumwalt-Forbes /s/ Erez Ichilov Director March 3, 2026 Erez Ichilov /s/ Gavin Apter Director March 3, 2026 Gavin Apter /s/ Matthew Langsford Director March 3, 2026 Matthew Langsford 86 EVOLUTION GLOBAL ACQUISITION CORP INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from June 26, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from June 26, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the Period from June 26, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-19 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Evolution Global Acquisition Corp Opinion on the Financial Statements We have audited the accompanying balance sheet of Evolution Global Acquisition Corp as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the period from June 26, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Evolution Global Acquisition Corp as of December 31, 2025, and the results of its operations and its cash flows for the period from June 26, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Evolution Global Acquisition Corpin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Evolution Global Acquisition Corp is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as Evolution Global Acquisition Corp's auditor since 2025. New York, New York March 3, 2026 PCAOB ID Number 100 F- 2 EVOLUTION GLOBAL ACQUISITION CORP BALANCE SHEET DECEMBER 31, 2025 Assets Current assets Cash $ 1,120,561 Due from Sponsor 803 Prepaid expenses 84,495 Total current assets 1,205,859 Long-term prepaid insurance 61,951 Investments held in Trust Account 241,206,744 Total Assets $ 242,474,554 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Current liabilities Accounts payable and accrued expenses $ 68,262 Accrued offering costs 98,424 Total current liabilities 166,686 Deferred underwriting fee 9,600,000 Total Liabilities 9,766,686 Commitments and Contingencies (Note 7) Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 24,000,000 shares at redemption value of $ 10.00 per share 241,206,744 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 24,000,000 shares subject to possible redemption) — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding (1)(2) 800 Additional paid-in capital — Accumulated deficit ( 8,499,676 ) Total Shareholders’ Deficit ( 8,498,876 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 242,474,554 (1) On November 10, 2025, the Company issued an additional 1,333,333 class B ordinary shares to the Sponsor in a share capitalization, resulting in a total of 8,000,000 Founder Shares issued and outstanding, including up to 1,000,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. All share and per share amounts have been retroactively restated (Note 6 and Note 9). (2) Includes up to 1,000,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 12, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 6). The accompanying notes are an integral part of these financial statements. F- 3 EVOLUTION GLOBAL ACQUISITION CORP STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 26, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Formation, general and administrative $ 287,063 Loss from operations ( 287,063 ) Other income (expense): Compensation expense ( 5,032,916 ) Interest earned on investments held in Trust Account 1,206,744 Total other income (expense) ( 3,826,172 ) Net loss $ ( 4,113,235 ) Basic and diluted weighted average Class A Ordinary Shares outstanding 6,349,206 Basic and diluted net loss per share Class A Ordinary Shares $ ( 0.30 ) Basic and diluted weighted average Class B Ordinary Shares outstanding 7,264,550 Basic and diluted net loss per Class B Ordinary Shares $ ( 0.30 ) (1) On November 10, 2025, the Company issued an additional 1,333,333 class B ordinary shares to the Sponsor in a share capitalization, resulting in a total of 8,000,000 Founder Shares issued and outstanding, including up to 1,000,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. All share and per share amounts have been retroactively restated (Note 6 and Note 9). (2) Excludes up to 1,000,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 12, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 6). The accompanying notes are an integral part of these financial statements. F- 4 EVOLUTION GLOBAL ACQUISITION CORP STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JUNE 26, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares (1)(2) Additional Paid-in Accumulated Total Shareholder’s Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance — June 26, 2025 (Inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor — — 8,000,000 800 24,200 — 25,000 Sale of 5,300,000 Private Placement Warrants — — — — 6,800,000 — 6,800,000 Fair Value of Public Warrants at issuance — — — — 3,840,000 — 3,840,000 Allocated value of transaction costs to Class A shares — — — — ( 270,868 ) — ( 270,868 ) Fair Value of founder Shares assigned to directors — — — — 5,032,916 — 5,032,916 Accretion for Class A ordinary shares to subject to redemption — — — — ( 15,426,248 ) ( 4,386,441 ) ( 19,812,689 ) Net loss — — — — — ( 4,113,235 ) ( 4,113,235 ) Balance – December 31, 2025 — $ — 8,000,000 $ 800 $ — $ ( 8,499,676 ) $ ( 8,498,876 ) (1) On November 10, 2025, the Company issued an additional 1,333,333 class B ordinary shares to the Sponsor in a share capitalization, resulting in a total of 8,000,000 Founder Shares issued and outstanding, including up to 1,000,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. All share and per share amounts have been retroactively restated (Note 6 and Note 9). (2) Includes up to 1,000,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On November 12, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 6). The accompanying notes are an integral part of these financial statements. F- 5 EVOLUTION GLOBAL ACQUISITION CORP STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 26, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net loss $ ( 4,113,235 ) Adjustments to reconcile net loss to net cash used in operating activities: Payment of general and administrative costs through promissory note – related party 85,130 Formation costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares 8,388 Income earned on investments held in Trust Account ( 1,206,744 ) Compensation expense 5,032,916 Changes in operating assets and liabilities: Prepaid expenses ( 76,169 ) Long-term prepaid insurance ( 61,951 ) Accounts payable and accrued expenses 68,262 Net cash used in operating activities ( 263,403 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 240,000,000 ) Net cash used in investing activities ( 240,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of Public Units, net of underwriting discounts paid 235,200,000 Underwriters’ reimbursement 480,000 Proceeds from sale of Private Placements Warrants 6,800,000 Repayment of advances from related party ( 18,923 ) Repayment of promissory note - related party ( 241,910 ) Payment of offering costs ( 835,203 ) Net cash provided by financing activities 241,383,964 Net Change in Cash 1,120,561 Cash – Beginning of period — Cash – End of period $ 1,120,561 Noncash investing and financing activities: Offering costs included in accrued offering costs $ 98,424 Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ 8,286 Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares $ 8,326 Deferred offering costs paid through promissory note - related party $ 155,977 Deferred offering costs paid by related party $ 18,923 The accompanying notes are an integral part of these financial statements. F- 6 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Evolution Global Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands on June 26, 2025 . The Company was formed for the purpose of entering into a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period June 26, 2025 (inception) through December 31, 2025 related to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2025. On November 12, 2025, the Company consummated the Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 240,000,000 . Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,800,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Evolution Sponsor Holdings LLC (the “Sponsor”), Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), and Clear Street LLC (“Clear Street” and, together with Cohen, the “Underwriters”), generating gross proceeds of $ 6,800,000 . Each Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and the Underwriters purchased 2,400,000 Private Placement Warrants. Transaction costs amounted to $ 15,036,813 , consisting of $ 4,320,000 of cash underwriting fee (net of $ 480,000 underwriters’ reimbursement), $ 9,600,000 of deferred underwriting fee, and $ 1,116,813 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Following the closing of the Initial Public Offering, on November 12, 2025, an amount of $ 240,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in the trust account (the “Trust Account”), located in the United States, and to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity . F- 7 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive redemption rights with respect to any Founder Shares (as defined in Note 6) held and any Public Shares they may acquire during or after the Initial Public Offering in connection with the completion of Business Combination, except that Public Shares held by the initial shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension, and such shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection therewith. The Company has 24 months from the closing of the Initial Public Offering to complete a Business Combination (“Completion Window”). However, if the Company anticipates that it may not be able to consummate a Business Combination within such period, the Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders, extend the period of time to consummate a Business Combination the Company may seek shareholder approval to amend the amended and restated memorandum and articles of association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of amounts not previously released to us for permitted withdrawals, divided by the number of then issued and outstanding public shares, subject to applicable law. For the avoidance of doubt, the time to complete a Business Combination shall not be extended beyond 24 months without a shareholder vote. The Underwriters have agreed to waive their rights to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within in the Completion Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes paid or payable and up to $ 100,000 of interest to pay liquidation expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the Underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). F- 8 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Liquidity and Capital Resources As of December 31, 2025, the Company had $ 1,120,561 of cash and working capital of $ 1,039,173 . In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $ 1,500,000 of such Working Capital Loans may be converted into private placement warrants upon consummation of the Business Combination at a price of $ 1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statement. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in U.S. GAAP used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. 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 differ significantly from those estimates. F- 9 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 1,120,561 of cash and no cash equivalents as of December 31, 2025. Investments Held in Trust Account As of December 31, 2025, the assets held in the Trust Account, amounting to $ 241,206,744 , were held in marketable securities invested in U.S. Treasury funds. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. On November 12, 2025, offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as the Public Warrants and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. F- 10 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net loss per Ordinary Share (as defined in Note 5) is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from loss per Ordinary Share as the redemption value approximates fair value. The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) Private Placement, since the average price of the Ordinary Shares for the period from June 26, 2025 (inception) through December 31, 2025, was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 24,000,000 Class A Ordinary Shares in the aggregate. As a result, diluted net loss per Ordinary Share is the same as basic net loss per Ordinary Share for the periods presented. The following tables reflect the calculation of basic and diluted net loss per Ordinary Share: For the Period from June 26, 2025 (Inception) through December 31, 2025 Class A Class B Ordinary Shares Ordinary Shares Basic and Diluted net loss per Ordinary Share Numerator: Allocation of net loss, as adjusted $ ( 1,918,337 ) $ ( 2,194,898 ) Denominator: Basic and diluted weighted average Ordinary Shares outstanding 6,349,206 7,264,550 Basic and diluted net loss per Ordinary Share $ ( 0.30 ) $ ( 0.30 ) Warrant Instruments The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. F- 11 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering. Subsequently on November 12, 2025, the Company consummated the Initial Public Offering of 24,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, as such no derivative financial instrument was recorded. Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet . As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 240,000,000 Less: Proceeds allocated to Public Warrants ( 3,840,000 ) Public Shares issuance costs ( 14,765,945 ) Plus: Remeasurement of carrying value to redemption value 19,812,689 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 241,206,744 Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. F- 12 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 3. INITIAL PUBLIC OFFERING In the Initial Public Offering on November 12, 2025, the Company sold 24,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment (see Note 8). NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and the Underwriters purchased an aggregate of 6,800,000 Private Placement Warrants, at a price of $ 1.00 per Warrant, or $ 6,800,000 in the aggregate, in a private placement. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and the Underwriters purchased 2,400,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. If the Company does not complete a Business Combination, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. NOTE 5. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODMs review several key metrics, which include the following: December 31, 2025 Cash $ 1,120,561 Cash held in Trust Account $ 241,206,744 For the Period from June 26, 2025 (Inception) through December 31, 2025 Operating and formation costs $ 287,063 Interest earned on investments held in Trust Account $ 1,206,744 The CODM reviews interest earned on investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating and formation costs, as reported on the accompanying statements of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the accompanying statements of operations and described within their respective disclosures. F- 13 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 6 . RELATED PARTY TRANSACTIONS Founder Shares On June 26, 2025, the Sponsor was issued 5,750,000 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $ 25,000 paid to cover certain expenses on behalf of the Company. On August 20, 2025, the Company issued an additional 916,667 Class B ordinary shares to the Sponsor in a share capitalization, resulting in a total of 6,666,667 Founder Shares outstanding. On November 10, 2025, the Company issued an additional 1,333,333 class B ordinary shares to the Sponsor in a share capitalization, resulting in a total of 8,000,000 Founder Shares outstanding. All share and per share data has been retroactively restated (Note 9). The Founder Shares include an aggregate of up to 1,000,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the Underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 25 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). On November 12, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture. On November 10, 2025, the Sponsor granted membership interests equivalent to an aggregate of 1,958,333 Founder Shares to the officers and directors of the Company for an aggregate consideration of $ 8,421 , or approximately $ 0.004 per share. The membership interests in Founder Shares granted to the officers and directors are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. On November 10, 2025, the 1,958,333 Founder Shares have an aggregate fair value of $ 5,032,916 , or $ 2.57 per share. The membership interests in Founder Shares have no service restrictions, thus, the total fair value of $ 5,032,916 was recorded as compensation expense on November 10, 2025. The Company established the fair value of Founder Shares using a calculation prepared by a third party valuation team, which takes into consideration the following market assumptions; (i) implied share price of $ 9.84 , (ii) probability of De-SPAC and instrument-specific market adjustment of 30.0%, and (iii) discount for lack of marketability of $ 0.38 . The Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors (Note 9). The Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights, (iii) the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, (3) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Company’s initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (4) vote any Founder Shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business Combination) (except with respect to any public shares which may not be voted in favor of approving the Business Combination transaction with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto), (iv) the Founder Shares are automatically convertible into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Company’s initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and restated memorandum and articles of association, and (v) prior to the closing of the Company’s initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). F- 14 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the Underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the Sponsor and the Underwriters), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company’s initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company’s Sponsor or any of its affiliates or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities affiliated with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date following the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Promissory Note — Related Party On June 30, 2025, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2026 or the date on which the Company consummates the Initial Public Offering of its securities. On November 12, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $ 241,107 (Note 9). Borrowings under the Note are no longer available. Due from Sponsor The Company paid the Sponsor an amount of $ 803 in excess of the outstanding Promissory Note balance at the closing of the Initial Public Offering. The excess payment of $ 803 is denoted as a due from Sponsor on the accompanying balance sheet as of December 31, 2025. Management Consulting Agreement On November 10, 2025, the Company engaged Evolution Capital Pty Ltd, the managing member of the Sponsor, of which the Company’s Chief Executive Officer and Chairman of the Board, Stephen Silver, is the managing member, to act as a management consulting and corporate advisor in the preparation of corporate strategies, management support and business plans for the Company. Pursuant to the agreement, the Company paid an advisory fee of $ 480,000 to Evolution Capital Pty Ltd upon the closing of the Initial Public Offering, for such management consulting and corporate advisory services. As of December 31, 2025, no amounts were incurred under this agreement (Note 9). Related Party Loans In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. Such warrants would be identical to the Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. There are no such outstanding related party loans as of December 31, 2025. F- 15 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. Registration Rights Agreement The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants which will be issued in a private placement simultaneously with the closing of this offering and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement signed on November 10, 2025. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement Pursuant to the underwriting agreement, the Sponsor and the executive officers and directors have agreed that, for a period of 180 days from the date of the Initial Public Offering, will not, without the prior written consent of the representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, Founder Shares or warrants, subject to certain exceptions. The representative in its discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on their Founder Shares and private placement warrants pursuant to the letter agreement described herein. The Company granted the Underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 12, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,000,000 Units at a price of $ 10.00 per Unit. The Underwriters were entitled to an underwriting discount of $ 0.20 per Unit, or $ 4,800,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. The underwriter paid the Company an aggregate amount of $ 480,000 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering. In addition, the Underwriters were entitled to a deferred fee of $ 0.40 per Unit, or $ 9,600,000 in the aggregate. The deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. F- 16 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 8. SHAREHOLDER’S DEFICIT Preference shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no preference shares issued or outstanding. Class A ordinary shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of 0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding, , excluding 24,000,000 shares subject to possible redemption. Class B ordinary shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of 0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were 8,000,000 Class B ordinary shares issued and outstanding. Up to 1,000,000 Class B ordinary shares were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to the closing of the initial Business Combination, only holders of Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of the initial Business Combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law. The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise provided in the Business Combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately 25 % of the total number of Class A ordinary shares issued and outstanding after such conversion (not including the Class A ordinary shares underlying the Private Placement Warrants), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Warrants — As of December 31, 2025, there were 18,800,000 Warrants outstanding, including 12,000,000 Public Warrants and 6,800,000 Private Placement Warrants. Each whole Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. F- 17 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the prospectus forms a part or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use the Company’s commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Once the warrant become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Warrants”) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummate the initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants being sold as part of the units in the Initial Public Offering. F- 18 EVOLUTION GLOBAL ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 9. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Public Warrants issued in the Initial Public Offering is $ 3,840,000 , or $ 0.32 per Public Warrant and was determined using Monte Carlo Simulation Model. The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants issued in the Initial Public Offering: November 12, 2025 Implied class A share price $ 9.84 Expected term to De-SPAC 2.0 Warrant term 7.0 Probability of De-SPAC and Market Adjustment 30.0 % Risk-free rate (continuous) 3.82 % Selected volatility 2.5 % NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 19