KRAKacquisition Corp 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure 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, such as this Form 10-K, 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. Our Management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. 63 Table of Contents We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Control Over Financial Reporting This 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. Attestation Report of the Registered Public Accounting Firm This Form 10-K does not include an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. 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 Trading Plans of Our Directors and Officers During our fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III ITEM 10. Directors, Executive Officers, and Corporate Governance Officers and Directors Our officers and directors are as follows: 64 Table of Contents Name Age Position Ravikant Tanuku 49 Chief Executive Officer and Director Sahil Gupta 41 Chief Financial Officer Robert Moore 42 Director Boris Revsin 39 Director Andrew Artz 40 Director Benjamin Davenport 50 Director Joshua Rosenthal 32 Director Nikita Sachdev 34 Director Ravikant Tanuku, our Chief Executive Officer since August 2025 and a member of our board of directors since inception, has served as a General Partner and co-founder of Natural Capital, a venture capital firm since August 2025. Prior to Natural Capital, from April 2020 to March 2024, Mr. Tanuku was a Partner at Social Capital, where he focused on later-stage and public investments. Mr. Tanuku brings over 20 years of investing experience across sectors including industrials, consumer, fintech, and the Internet. He previously served as a Portfolio Manager at Point72 and at AllianceBernstein’s Arya Partners, and as a Senior Analyst at Citadel’s Surveyor Capital division. Earlier in his career, he was an analyst at Alger and began his career at Goldman Sachs in the Equities Division. He currently serves on the board of Varda Space Industries and as an advisor to the Co-CEOs and CFO of Kraken. Mr. Tanuku holds a B.S. in Engineering from Columbia University’s Fu Foundation School of Engineering and Applied Science and an M.B.A. from the University of Chicago Booth School of Business. We believe Mr. Tanuku’s management and investment experiences makes him well qualified to serve as our Chief Executive Officer and as a member of our board of directors. Sahil Gupta has served as our Chief Financial Officer since August 2025. He has over 18 years of experience in the financial technology, digital assets and real estate technology sectors. He founded Noah in 2016, a home equity investment platform, and served as its Chief Executive Officer from 2016 until May 2023. Following his time at Noah, Mr. Gupta served as Capital Markets Lead at Point Digital Finance, a Series C financial technology company. Since November 2024, Mr. Gupta has led Strategic Initiatives at Kraken, a global cryptocurrency exchange, where he is focused on capital markets and strategic finance efforts. Earlier in his career, he held investment management and product related roles at Mellon Capital, a $400 billion asset manager, and Motif Investing, a financial technology company acquired by Charles Schwab. Mr. Gupta holds a Master of Science in Computational Finance from Carnegie Mellon University’s Tepper School of Business and a Bachelor of Science in Electronics Engineering from University of Mumbai, India. We believe Mr. Gupta’s financial, strategic and management experience makes him well qualified to serve as our Chief Financial Officer. Robert Moore has served as a member of our board of directors since January 2025. Since August 2021, Mr. Moore has served as Vice President of Strategy and Corporate Development at Payward, Inc. (d/b/a Kraken), where he leads global M&A, venture investment, and corporate development initiatives. He has over 15 years of experience in M&A and strategy across the digital asset, fintech, and financial services sectors. Prior to joining Kraken in August 2021, Mr. Moore served as Head of Corporate Development at Betterment Holdings Inc. from October 2020 until August 2021. Mr. Moore began his career in investment banking at Credit Suisse. He holds an M.B.A. from the Yale School of Management, an M.Phil. from the University of Oxford, and a B.A. from Rice University. We believe Mr. Moore’s strategic planning, digital asset and M&A experience makes him well qualified to serve as a member of our board of directors. Boris Revsin has served as a member of our board of directors since January 2025. Since July 2022, Mr. Revsin has served as the Managing Member and Chief Executive Officer of Tribe Capital. Tribe Capital manages approximately $2 billion in assets, focused on using product and data science to engineer N-of-1 companies and investments. Prior to this, Boris served as the Managing Director and Head of Private Capital at OpenDeal Inc. (d/b/a Republic), from December 2018 until June 2022. The Private Capital team at Republic is focused on frontier and financial technology. At Republic, Mr. Revsin was responsible for sourcing, managing the analyst team that underwrites investments, and serving as an advisor or board member to portfolio companies. In the past, Mr. Revsin was the co-founder of VentureApp, now known as HqO, a property technology company. Prior to VentureApp, Mr. Revsin served as the co-founder of Breaktime Media, an advertising technology company. Prior to Breaktime Media, Mr. Revsin worked as the lead engineer and project manager for eNilsson. Mr. Revsin previously served on the board of directors of the special purpose acquisition companies Tailwind Acquisition Corp. (from September 2021 until March 2022) and Tailwind Two Acquisition Corp. (from September 2021 until February 2023). Mr. Revsin also served on the board of directors of NUBURU Inc. (NYSE: BURU) following its Business Combination with Tailwind Acquisition Corp. in December 2022. We believe Mr. Revsin’s investment and executive experience makes him well qualified to serve as a member of our board of directors. 65 Table of Contents Andrew Artz has served as a member of our board of directors since January 2025. Since August 2024, Mr. Artz has served as Founder and Managing Partner of Dark Arts VC, an early-stage investment firm that collaborates with universities, national labs, and research institutions to commercialize scientific research for public benefit, which was founded by Mr. Artz in August 2024. Since January 2023, Mr. Artz has served as a board partner at Social Capital, a venture capital firm specializing in technology startups, providing seed funding, venture capital, and private equity. From April 2017 to December 2022, Mr. Artz served as a partner at Social Capital, prior to which he served variously as a Principal and Associate since July 2013. Mr. Artz has also served as a director for private companies, including as an audit committee member. Earlier in his career, Mr. Artz served as a senior manager of business operations at Zynga Inc., a social gaming company, as vice president of analytics and finance at OMGPOP, a social gaming company, and as mergers and acquisitions analyst for IBM. At OMGPOP, Mr. Artz established a company-wide reporting, metrics and analytics process and led the M&A process whereby OMGPOP was sold to Zynga Inc. Mr. Artz holds a B.A. in physics from Harvard University. We believe Mr. Artz’s experience in M&A, as an investor in technology companies and in managing company-wide financial and analytics processes make him well qualified to serve as a member of our board of directors. Benjamin Davenport has served as a member of our board of directors since January 2025. Since April 2018, Mr. Davenport has served as an advisor of BitGo, Inc., a digital asset infrastructure company he co-founded in June 2014, prior to which he served as Co-Founder and Chief Technology Officer from June 2014 to April 2018. He has also served as an advisor to Unchained Capital, Inc., a bitcoin financial services company, since June 2021 and to SignalFire, a venture capital firm, since 2012. Mr. Davenport served as a venture partner at Blockchain Capital LLC, a venture capital firm between March 2019 and March 2022. In July 2010, Mr. Davenport co-founded Beluga Inc., a mobile group messaging company. Earlier in his career, Mr. Davenport worked as a software engineer for Meta Platforms, Inc., Google Inc. and Microsoft Corporation. Mr. Davenport holds a B.S.E. in computer science from Princeton University and an M.S. in computer science from the University of Washington. We believe Mr. Davenport’s experience as a founder, as an executive, as an advisor to technology companies and as a software engineer make him well qualified to serve as a member of our board of directors. Joshua Rosenthal has served as a member of our board of directors since January 2025. Since June 2022, Mr. Rosenthal has served as general partner and portfolio manager for Polychain Capital, a blockchain and cryptocurrency focused investment firm. Mr. Rosenthal also served as a research strategist at Polychain Capital from December 2021 to June 2022. From May 2021 to December 2021, Mr. Rosenthal served on the institutional coverage team at FalconX, a digital asset prime broker. Prior to FalconX, Mr. Rosenthal was an associate at JPMorgan Chase & Co. from May 2019 to May 2021, and an analyst for Goldman Sachs from June 2016 to March 2019. Mr. Rosenthal holds a B.S. in finance from the University of Minnesota and an M.B.A. from Northwestern University’s Kellogg School of Management. We believe Mr. Rosenthal’s experience in digital assets and financial knowledge make him well qualified to serve as a member of our board of directors. Nikita Sachdev has served as a member of our board of directors since the commencement of trading of our securities on Nasdaq. In 2017, Ms. Sachdev founded Luna PR, a global communications and marketing firm which serves hundreds of technology-driven clients across multiple jurisdictions, advising high-growth private companies, institutional market participants, and public-facing organizations on strategic communications, market positioning, and regulatory-sensitive narratives within complex and rapidly evolving sectors, including blockchain, artificial intelligence and fintech. Ms. Sachdev has served as chief executive officer of Luna PR since February 2021. She also brings media and ecosystem-building experience through her involvement in industry publications, broadcast initiatives, and global forums at the intersection of technology, finance, and policy. Ms. Sachdev holds a degree in business and environmental science from James Cook University and a degree in chemistry from the University of Texas at Austin. We believe Ms. Sachdev’s combination of founder-level operating experience, global market insight and familiarity with technology-driven businesses and capital markets make her well qualified to serve as a member of our board of directors. 66 Table of Contents Number and Terms of Office of Officers and Directors We have seven directors. Immediately after our Initial Public Offering, our Sponsor beneficially owned 19.7% of the then issued and outstanding ordinary shares and has the right to appoint all of our directors before our initial Business Combination. Holders of our Public Shares do not have the right to appoint any directors to our board of directors before our initial Business Combination. Prior to the closing of our initial Business Combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Founder Shares and only holders of our Founder Shares will have the right to vote in a vote to transfer the company by way of continuation to a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares are not entitled to vote on the appointment of directors prior to the consummation of the initial Business Combination or in a vote to transfer the company by way of continuation to a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). In addition, prior to the completion of an initial Business Combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason. These provisions of our Amended and Restated Memorandum and Articles of Association may only be amended by approval of a majority of our Class B Ordinary Shares then outstanding. A director may also be removed if all of the other directors (being not less than two in number) determine that such director should be removed. We may not hold an annual general meeting until after we consummate our initial Business Combination. 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 persons to the offices set forth in our Amended and Restated Memorandum and Articles of Association as it deems appropriate. Our Amended and Restated Memorandum and Articles of Association provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An ‘‘independent director’’ is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Andrew Artz, Benjamin Davenport, Joshua Rosenthal and Nikita Sachdev are ‘‘independent directors’’ as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us. Commencing on the date of this Form 10-K, we have agreed to pay our Sponsor a total of $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. In addition to the extent permitted by law, we may pay our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial Business Combination. These individuals will also 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. In addition, on January 5, 2026, our Sponsor transferred 30,000 Founder Shares to each of our independent directors at their original purchase price. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed. 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 tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed 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 Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our 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. 67 Table of Contents 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 Business Combination target. 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 Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, 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, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee We have established an audit committee of the board of directors. Andrew Artz, Benjamin Davenport and Joshua Rosenthal serve as members of our audit committee. Andrew Artz serves as the chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Andrew Artz, Benjamin Davenport and Joshua Rosenthal are independent. Each member of the audit committee is financially literate and our board of directors has determined that Andrew Artz qualifies as an ‘‘audit committee financial expert’’ as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures on a regular basis, including the responsibilities, budget, compensation and staffing of our internal audit function, through inquiry and discussions with the independent auditors and Management; • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent auditors; monitoring for audit partner rotation in compliance with applicable laws and regulations; • reviewing with the independent auditor any audit problems or difficulties encountered during the course of the audit work and Management’s response; • 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 auditors, 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 We have established a compensation committee of the board of directors. Nikita Sachdev and Andrew Artz serve as members of our compensation committee. Nikita Sachdev serves as the chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Nikita Sachdev and Andrew Artz are independent. 68 Table of Contents We have 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 based on such evaluation; • reviewing and approving on an annual basis the compensation of all of our other officers; • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration and employee benefit plans; • assisting Management in complying with our proxy statement and annual report disclosure requirements; • reviewing all perquisites or other personal benefits for our officers and directors, if any; • reviewing and making recommendations to the board of directors with respect to executive officer and director indemnification and insurance matters; • if required, 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. It is likely that prior to the consummation of an initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial Business Combination. 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. Director Nominations We do not have a standing nominating committee. 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 the board of directors. The 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. 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 the Board post Business Combination should follow the procedures set forth in our Amended and Restated Memorandum and Articles of Associations. 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, the 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. 69 Table of Contents Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of our Code of Ethics is filed as an exhibit to this Form 10-K. You are able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics on our website or in a Current Report on Form 8-K. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s Amended and Restated 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, fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our Amended and Restated Memorandum and Articles of Association. We will 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 judgement in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest, or claim of any kind in or to any monies in the Trust Account, and have agreed 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 directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. We have adopted a Code of Business Conduct and Ethics for all of our directors, officers, and employees as required by Nasdaq governance rules and as defined by applicable SEC rules. Stockholders may locate a copy of our Code of Business Conduct and Ethics on our website at https://www.kraq.it/ or request a copy without charge from us in writing at 1455 Adams Dr #1630 Menlo Park, CA, 94025. We will post to our website any amendments to the Code of Business Conduct and Ethics and any waivers that are required to be disclosed by the rules of either the SEC or Nasdaq. Familial Relationships There are no familial relationships among any of our directors or executive officers. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percent stockholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file. 70 Table of Contents Based solely upon a review of Forms 3 furnished to the Company during the most recent fiscal year, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers and directors during the fiscal year ended December 31, 2025, other than a Form 3 for Ms. Sachdev. Insider Trading Policies and Procedures We have adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities by our directors, officers and employees, and other covered persons . The insider trading policy also applies to transactions by the Company in its securities. We believe that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of Nasdaq. A copy of our Insider Trading Policy is filed with this Form 10-K as Exhibit 19.1. ITEM 11. Executive Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Our Sponsor, executive officers and directors, or their respective affiliates 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, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement 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. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial Business Combination. 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 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 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 executive 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 executive officers and directors that provide for benefits upon termination of employment. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant stock options, stock appreciation rights, or similar instruments with option-like features and have no policies or practices to disclose pursuant to Item 402(x) of Regulation S-K. Clawback Policy We have adopted a Policy Relating to the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. At no time during the fiscal year covered by this Form 10-K were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback Policy, a copy of which is attached hereto as Exhibit 97.1. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 30, 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 directors as a group. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all ordinary shares beneficially owned by them. 71 Table of Contents In the table below, percentage ownership is based on 43,125,000 ordinary shares, consisting of (i) 34,500,000 Class A Ordinary Shares and (ii) 8,625,000 Class B Ordinary Shares, in each case, issued and outstanding as of March 30, 2026. The following table does not reflect beneficial ownership of the Public Warrants or Private Placement Warrants as these Warrants are not exercisable within 60 days of the date of March 30, 2026. ​ ​ ​ Name and Address of Beneficial Owner (1) Class A Ordinary Shares Class B Ordinary Shares Approximate Percentage of Total Outstanding Ordinary Shares Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned(2) Approximate Percentage of Class Ravikant Tanuku - - - - - Sahil Gupta - - - - - Robert Moore - - - - - Boris Revsin - - - - - Andrew Artz - - 30,000 - * Benjamin Davenport - - 30,000 - * Joshua Rosenthal - - 30,000 - * Nikita Sachdev - - 30,000 - * All executive officers and directors as a group (eight individuals) 120,000 1.39 % * % Other 5% Shareholders ​ ​ ​ ​ ​ NCTK Sponsor LLC(3) - - 8,505,000 98.61 % 19.72 % Meteora Capital, LLC(4) 2,527,282 8.70 % - - 5.86 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o KRAKacquisition Corp, 1455 Adams Dr #1630, Menlo Park, CA 94025. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares are convertible into Class A Ordinary Shares on a one-for-one basis, subject to adjustment. (3) NCTK Sponsor LLC is the record holder of such shares. The Sponsor’s board of managers controls our Sponsor. The Sponsor’s board of managers consists of one member appointed by each of Kraken, Tribe Capital and Natural Capital. As a result, each of Kraken, Tribe Capital and Natural Capital may be deemed to share voting and dispositive power with respect to the securities held by our Sponsor. The members of the Sponsor Board of Managers disclaim any beneficial ownership of the securities held by our Sponsor, other than to the extent of any pecuniary interest they may have therein, directly or indirectly. (4) According to a Schedule 13G/A filed with the SEC on February 2, 2026 by (i) Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) and (ii) Vik Mittal, a citizen of the United States (“Mr. Mittal”, together with Meteora Capital, the “Meteora Capital Parties”), in connection with Public Shares held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”). Mr. Mittal serves as the Managing Member of Meteora Capital, with respect to the Public Shares held by the Meteora Funds. The principal business address of each of the Meteora Capital Parties is 1200 N Federal Hwy, #200, Boca Raton, FL 33432. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. For more information on the Business Combination, please see Item 1. “Business”. 72 Table of Contents ITEM 13. Certain Relationships and Related Transactions, and Director Independence On August 5, 2025, our Sponsor paid $25,000 to cover certain of our offering costs in consideration of 7,187,500 Founder Shares. On January 5, 2026, our Sponsor transferred 30,000 Founder Shares to each of our independent directors. On January 27, 2026, we issued an additional 1,437,500 Founder Shares to our Sponsor in a share capitalization, resulting in our Sponsor holding an aggregate of 8,505,000 Founder Shares. As the underwriter’s over-allotment option was exercised in full, no Founder Shares remain subject to forfeiture by our Sponsor. The number of Founder Shares outstanding was determined based on the expectation that the total size of our Initial Public Offering would be a maximum of 34,500,000 shares if the underwriter’s over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20.00% of the outstanding shares after our Initial Public Offering. No Founder Shares will be surrendered for no consideration as a result of the full exercise of the underwriter’s over-allotment option. The Founder Shares (including the Class A Ordinary Shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder during the lock-up period. Our Sponsor has purchased an aggregate of 2,250,000 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 $2,250,000 in the aggregate, in a private placement that will close simultaneously with the closing of our Initial Public Offering. The Private Placement Warrants are identical to the Public Warrants sold in our Initial Public Offering except that (a) the redemption rights shall not apply to the Private Placement Warrants, (b) the Private Placement Warrants may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement 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, (c) the Company may not force a cashless conversion of the Private Placement Warrants, and (d) the holders of Private Placement Warrants will be entitled to certain additional registration rights described in this Form 10-K. If any of our officers or directors becomes aware of a Business Combination opportunity that falls within the line of business of any 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 opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. We have agreed to pay our Sponsor a total of $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees. In addition, to the extent permitted by law, we may pay our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial Business Combination. These individuals are also 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 reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and determines which fees and expenses and the amount of expenses that are reimbursed. There is no cap or ceiling on payments that may be made to our Sponsor, officers, directors or any of their respective affiliates. Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our Initial Public Offering. This loan was non-interest bearing, unsecured and was repaid upon the closing of our Initial Public Offering out of the estimated $1,000,000 of offering proceeds not held in the Trust Account. In addition, 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. 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 a portion of the working capital 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 $2,000,000 of such loans may be convertible into Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender. The Private Placement Warrants issued upon conversion of any such loans would be identical to the Private Placement Warrants sold in a private placement concurrently with our Initial Public Offering. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. 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. 73 Table of Contents 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 tender offer or proxy solicitation 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 shareholder 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 Private Placement Warrants, including the Private Placement Warrants issuable upon conversion of Working Capital Loans (if any), and the Class A Ordinary Shares issuable upon conversion of the Founder Shares. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An ‘‘independent director’’ is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Andrew Artz, Benjamin Davenport, Joshua Rosenthal and Nikita Sachdev are ‘‘independent directors’’ as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. ITEM 14. Principal Accountant Fees and Services The firm of WithumSmith+Brown, PC 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 July 28, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $84,635 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 Form 10-K. Audit-Related Fees During the period from July 28, 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 July 28, 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 July 28, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render any services to us 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). 74 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements See Part II, Item 8 for the Financial Statements required to be included in this Form 10‑K. (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable or the required information is included in the financial statements or notes thereto, as required by Form 10-K. (3) Exhibits Those exhibits required to be filed by Item 601 of Regulation S‑K are listed in the Exhibit Index immediately preceding the exhibits hereto and such listing is incorporated herein by reference. Item 16. Form 10-K Summary None. 75 Table of Contents EXHIBIT INDEX Exhibit number Description of exhibit 3.1 Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-43073), filed with the SEC on February 2, 2026). 4.1 Warrant Agreement, dated January 28, 2026, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-43073), filed with the SEC on February 2, 2026). 4.2 Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the amendment to the Company’s Form S-1, filed on January 12, 2026 (File No. 333-292681)) 4.3 Form of Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the amendment to the Company’s Form S-1, filed on January 12, 2026 (File No. 333-292681)) 4.4 Form of Warrant Certificate (incorporated by reference to Exhibit 4.3 to the amendment to the Company’s Form S-1, filed on January 12, 2026 (File No. 333-292681)) 4.5* Description of Registrant’s Securities. 10.1 Private Placement Warrants Purchase Agreement, dated January 27, 2026, between the Company and NCTK Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-43073), filed with the SEC on February 2, 2026). 10.2 Investment Management Trust Account Agreement, dated January 28, 2026, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-43073), filed with the SEC on February 2, 2026). 10.3 Registration Rights Agreement, dated January 27, 2026, between the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-43073), filed with the SEC on February 2, 2026). 10.4 Letter Agreement, dated January 27, 2026, between the Company, NCTK Sponsor LLC and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-43073), filed with the SEC on February 2, 2026). 10.5 Administrative Services Agreement, dated January 27, 2026, between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-43073), filed with the SEC on February 2, 2026). 10.6 Form of Indemnity Agreement, dated January 27, 2026, between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-43073), filed with the SEC on February 2, 2026). 10.7 Promissory Note, dated August 5, 2025, issued to NCTK Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1, filed on January 12, 2026 (File No. 333-292681)). 10.8 Securities Subscription Agreement, dated August 5, 2025, between the Registrant and NCTK Sponsor LLC (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1, filed on January 12, 2026 (File No. 333-292681)). 14.1* Code of Business Conduct and Ethics. 19.1* Insider Trading Policy. 76 Table of Contents 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal 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* Policy for Recoupment of Incentive Compensation. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith 77 Table of Contents 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 on this 30th day of March, 2026. KRAKACQUISITION CORP By: /s/ Ravikant Tanuku Ravikant Tanuku Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ Ravikant Tanuku Ravikant Tanuku Chief Executive Officer and Director (Principal Executive Officer) March 30, 2026 /s/ Sahil Gupta Sahil Gupta Chief Financial Officer (Principal Financial and Accounting officer) March 30, 2026 /s/ Boris Revsin Boris Revsin Director March 30, 2026 /s/ Robert Moore Robert Moore Director March 30, 2026 /s/ Andrew Artz Andrew Artz Director March 30, 2026 /s/ Benjamin Davenport Benjamin Davenport Director March 30, 2026 /s/ Joshua Rosenthal Joshua Rosenthal Director March 30, 2026 /s/ Nikita Sachdev Nikita Sachdev Director March 30, 2026 78 Table of Contents KRAKacquisition CORP INDEX TO FINANCIAL STATEMENTS 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 July 28, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholder’s Deficit for the period from July 28, 2025 (inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from July 28, 2025 (inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders of KRAKacquisition Corp: Opinion on the Financial Statements We have audited the accompanying balance sheet of KRAKacquisition Corp as of December 31, 2025, and related statements of operations, changes in shareholder’s deficit and cash flows for the period from July 28, 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 the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from July 28, 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 Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in 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. The Company 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 Company’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 KRAKacquisition Corp’s auditor since 2025. New York, New York March 30, 2026 PCAOB ID Number 100 F-2 Table of Contents KRAKacquisition CORP BALANCE SHEET December 31, 2025 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 44,147 Total current assets 44,147 Deferred offering costs 436,015 TOTAL ASSETS $ 480,162 LIABILITIES AND SHAREHOLDER’S DEFICIT Current liabilities: Accounts payable $ 11,366 Accrued offering costs 328,386 Promissory note - related party 201,747 Accrued expenses 16,038 Total current liabilities 557,537 Total Liabilities 557,537 Commitments (Note 7) Shareholder’s Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding as of December 31, 2025 — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued and outstanding as of December 31, 2025 — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 8,625,000 issued and outstanding as of December 31, 2025 (1) 863 Additional paid-in capital 24,137 Accumulated deficit ( 102,375 ) Total Shareholder’s Deficit ( 77,375 ) TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT $ 480,162 (1) Includes 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 6). On January 27, 2026, the Company issued an additional 1,437,500 Founder Shares to the Sponsor in a share capitalization, resulting in an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor. On January 29, 2026, the underwriters exercised their over-allotment option in full. As a result, 1,125,000 Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F-3 Table of Contents KRAKacquisition CORP STATEMENT OF OPERATIONS For the Period from July 28, 2025 (inception) through December 31, 2025 Operating expenses: General and administrative expenses $ 102,661 Total operating expenses 102,661 Other income (expense): Interest income 437 Other expense ( 151 ) Total other income (expense) 286 Net loss $ ( 102,375 ) Weighted average shares outstanding, basic and diluted (1) 7,500,000 Basic and diluted net loss per ordinary share $ ( 0.01 ) (1) Excludes 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 6). On January 27, 2026, the Company issued an additional 1,437,500 Founder Shares to the Sponsor in a share capitalization, resulting in an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor. On January 29, 2026, the underwriters exercised their over-allotment option in full. As a result, 1,125,000 Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F-4 Table of Contents KRAKacquisition CORP STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT FOR THE PERIOD FROM JULY 28, 2025 (INCEPTION) TO DECEMBER 31, 2025 Class B Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholder’s Deficit Shares Amount Balance at July 28, 2025 (inception) — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor (1) 8,625,000 863 24,137 — 25,000 Net loss — — — ( 102,375 ) ( 102,375 ) Balance at December 31, 2025 8,625,000 $ 863 $ 24,137 $ ( 102,375 ) $ ( 77,375 ) (1) Includes 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 6). On January 27, 2026, the Company issued an additional 1,437,500 Founder Shares to the Sponsor in a share capitalization, resulting in an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor. On January 29, 2026, the underwriters exercised their over-allotment option in full. As a result, 1,125,000 Class B ordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of the financial statements. F-5 Table of Contents KRAKacquisition CORP STATEMENT OF CASH FLOWS For the Period from July 28, 2025 (inception) through December 31, 2025 Cash Flows from Operating Activities: Net loss $ ( 102,375 ) Changes in operating assets and liabilities: Accounts payable 11,366 Accrued expenses 16,038 Net cash used in operating activities ( 74,971 ) Cash Flows from Financing Activities: Proceeds from promissory note - related party 201,747 Payment of deferred offering costs ( 82,629 ) Net cash provided by financing activities 119,118 Net Change in Cash and Cash Equivalents 44,147 Cash and cash equivalents - Beginning of period — Cash and cash equivalents - End of period $ 44,147 Supplemental disclosure of non-cash investing and financing activities: Deferred offering costs paid by sponsor in exchange for issuance of Class B ordinary shares $ 25,000 Deferred offering costs included in accrued offering costs $ 328,386 The accompanying notes are an integral part of the financial statements. F-6 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES KRAKacquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands on July 28, 2025 . The Company was formed for the purpose of entering into a merger, 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 from July 28, 2025 (inception) through December 31, 2025 relates to the Company’s formation and initial public offering (“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 will generate 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 January 27, 2026. On January 29, 2026, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 4,500,000 Units issued pursuant to the exercise of Santander US Capital Markets LLC’s (the “Underwriter”) over-allotment option in full, generating gross proceeds of $ 345,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,250,000 warrants (the “Private Placement Warrants”) by and between the Company and NCTK Sponsor LLC (the “Sponsor”) at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 2,250,000 (see Note 4). Following the closing of the Initial Public Offering on January 29, 2026, an amount of $ 345,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust account”), to be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (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’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 above) (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”). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $ 10.00 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants, would be held in a Trust account, located in the United States and 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. F-7 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 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 will be 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 . 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 and independent directors have agreed to vote the 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 do not 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 and independent directors have agreed to waive redemption rights with respect to any Founder Shares held and any Public Shares they may have acquired during or after the Initial Public Offering in connection with the completion of a 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. F-8 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 The Company will have until January 29, 2028, 24 months from the closing of the Initial Public Offering to complete a Business Combination. However, the Company anticipates that it may not be able to consummate a Business Combination within 24 months from the closing of the Initial Public Offering, 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 the Company pursuant to 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 underwriter has agreed to waive its rights to its deferred underwriting commission held in the Trust account in the event the Company does not complete a Business Combination within the 24 months from the Initial Public Offering (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 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 underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Liquidity and Capital Resources Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust account and/or used in fund offering expenses was released to the Company for general working capital purposes. As such, the Company has sufficient funds to finance the working capital needs of the Company for one year from the date of issuance of these financial statements. The Company will have until the end of the completion window to consummate a Business Combination. If a Business Combination is not consummated by the end of the completion window, there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 29, 2028. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by January 29, 2028. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. F-9 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 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”). As such, the Company is eligible to 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 independent registered public accounting firm 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 accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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 from those estimates. 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 has cash of $ 0 and cash equivalents of $ 44,147 as of December 31, 2025. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering . Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs are charged to temporary equity or permanent equity based upon the relative fair value of the proceeds received from the Units sold upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Offering costs are charged to temporary equity or permanent equity based upon the relative fair value of the proceeds received from the financial instruments sold upon completion of the Initial Public Offering and Private Placement. As of December 31, 2025, the Company had deferred offering costs of $ 436,015 . F-10 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on July 28, 2025, the evaluation was performed for the upcoming 2025 tax year which will be the only period subject to examination. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands, and accordingly, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares that will be issued as part of the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company did not specify a maximum redemption threshold. However, any threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 1,125,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Note 6). At December 31, 2025, the Company did no t have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented. F-11 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement , approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations. The warrants are not precluded from equity classification and will be accounted for as such on the date of issuance and each balance sheet date thereafter. Recent Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “ Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures ” (“ASU 2023-07”). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on July 28, 2025, the date of its inception. NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2026. On January 29, 2026, the Company consummated the Initial Public Offering of 34,500,000 Units, including 4,500,000 Units issued pursuant to the exercise of the Underwriters’ over-allotment option in full, generating gross proceeds of $ 345,000,000 . Each Unit consisted of one Class A ordinary share and one-fourth of one redeemable warrant (“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). F-12 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,250,000 Private Placement Warrants at a price of $ 1.00 per warrant generating gross proceeds of $ 2,250,000 by and between the Company and the Sponsor. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust account. If the Company does not complete a Business Combination within the Combination Period, 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 statements, 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 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 operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has 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 statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: December 31, 2025 Cash and cash equivalents $ 44,147 Deferred offering costs 436,015 Total Assets $ 480,162 Period from July 28, 2025 (inception) through December 31, 2025 General and administrative expenses $ 102,661 Other income (expense) 286 Net Loss $ ( 102,375 ) F-13 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 The CODM reviews general and administrative expenses 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 general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statements of operations, are the significant segment information provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures. The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds to be raised from the public offering. NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On August 5, 2025 , the Sponsor was issued 7,187,500 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 January 27, 2026, the Company issued an additional 1,437,500 Founder Shares to the Sponsor in a share capitalization, resulting in an aggregate of 8,625,000 Founder Shares held by the Sponsor and independent directors. The Founder Shares include an aggregate of up to 1,125,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20 % 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 January 29, 2026 the Underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,125,000 Founder Shares are no longer subject to forfeiture. 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 our Initial Public 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 our Initial Public 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 in accordance 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 Table of Contents KRAKacquisition 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 our Initial Public 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 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, on an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriter’s over-allotment option and excluding the Class A ordinary shares underlying the private placement warrant issued to the Sponsor) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding the issuance of any ordinary shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. 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 and (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share dividends, 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, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the rights to exchange their ordinary shares for cash, securities or other property. Up to 937,500 Founder Shares will be surrendered to the Company for no consideration depending on the exercise of the over-allotment option. Promissory Note - Related Party On August 5, 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 is non-interest bearing and payable on the earlier of January 31, 2026 or the date on which Company consummates an initial public offering of its securities. As of December 31, 2025, the Company had $ 201,747 , outstanding under the Promissory Note. On January 29, 2026, in connection with the close of the Initial Public Offering, the Company repaid the full outstanding balance under the Promissory Note. Borrowings under the Promissory Note are no longer available. F-15 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and secretarial and administrative services, as the Company may require from time to time. The Company has agreed to pay to the Sponsor up to $ 30,000 per month for these services during the completion window. For the period from July 28, 2025 (inception) through December 31, 2025, no administrative service fees were incurred under the agreement. 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 $ 2,000,000 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. The Units 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. As of December 31, 2025, the Company had no outstanding related party loans. NOTE 7. COMMITMENTS Risks and Uncertainty The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, and the United States-Israel-Iran conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the Israel-Hamas conflict, the United States-Israel-Iran conflict, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas, the United States-Israel-Iran conflict, and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. F-16 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 Registration and Shareholder Rights Agreement The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of our Initial Public Offering , (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of our Initial Public 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 to be signed on the effective date of our Initial Public Offering. Pursuant to the registration rights agreement and assuming the underwriter exercises its over-allotment option in full and $ 2,000,000 of working capital loans are converted into Private Placement Warrants, the Company will be obligated to register up to 12,875,000 Class A ordinary shares and 4,250,000 warrants. The number of Class A ordinary shares includes (i) 8,625,000 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 2,250,000 Class A ordinary shares underlying the Private Placement Warrants and (iii) 2,000,000 Class A ordinary shares underlying the Private Placement Warrants issued upon conversion of working capital loans. 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 P ursuant to the underwriting agreement, the Sponsor and the executive officers and directors have agreed that, for a period of 180 days from the closing of the Initial Public Offering, will not, without the prior written consent of the representatives, 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 representatives in their 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 Underwriter a 45 -day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting commissions. The Underwriter was entitled to an underwriting discount of $ 250,000 in the aggregate. Additionally, the underwriter was entitled to a deferred underwriting discount of $ 0.30 per Unit, or $ 7,500,000 in the aggregate (or up to or $ 8,625,000 in the aggregate if the underwriter’s over-allotment is exercised in full). Such deferred underwriting commissions will not be payable with respect to any shares redeemed in connection with an initial Business Combination, and may be paid at the sole and absolute discretion of the Company’s management team to any one or more Financial Industry Regulation Authority (“FINRA”) members, which may or may not include the underwriter in the Initial Public Offering. The deferred underwriting discount will become payable to the underwriter from the amounts held in the Trust account solely in the event the Company completes its initial Business Combination. In addition, Santander US Capital Markets LLC will be entitled to an advisory fee equal to 3.0 % of the gross proceeds raised in the Initial Public Offering, payable upon closing of the initial Business Combination. F-17 Table of Contents KRAKacquisition 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 and outstanding. 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 8,625,000 Class B ordinary shares outstanding. Of the 8,625,000 Class B ordinary shares outstanding, up to 1,125,000 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On January 29, 2026, in connection with the Initial Public Offering the underwriter’s exercised the over-allotment option in full. 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 20 % of the total number of Class A ordinary shares 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. F-18 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 Warrants — No warrants are currently outstanding. Each whole Public 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. 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 or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. Thereafter, the Company 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 Public Warrants 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. (the “measurement period”), and (b) if Public Warrants are exercisable and a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating thereto is available throughout the measurement period and the 30 -day redemption period. Notwithstanding the foregoing, the Company may redeem the Public Warrants during the measurement period if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by the Company for cash, the Company may not exercise its redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky 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 or Private Placement 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. F-19 Table of Contents KRAKacquisition CORP NOTES TO FINANCIAL STATEMENTS December 31, 2025 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. The Company will account for the 8,500,000 warrants to be issued in connection with the Initial Public Offering, including 6,250,000 Public Warrants (assuming the underwriter’s over-allotment option is not exercised) and 2,250,000 Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not 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. NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 30, 2026, the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2026. On January 27, 2026, the Company issued an additional 1,437,500 Founder Shares to our Sponsor in a share capitalization, resulting in our Sponsor holding an aggregate of 8,505,000 Founder Shares. On January 29, 2026, the Company consummated the Initial Public Offering of 34,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 345,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,250,000 warrants at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 2,250,000 . Following the closing of the Initial Public Offering, on January 29, 2026, an amount of $ 345,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in a Trust account, with Continental Stock Transfer & Trust Company acting as trustee. The underwriters were paid a cash underwriting discount of $ 250,000 at the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting discount of $ 0.30 per Unit, or $ 10,350,000 payable to the underwriter upon the consummation of an initial Business Combination. F-20