Lake Superior Acquisition Corp 10-K

Item 1. BUSINESS Overview We are a blank check company, incorporated as a BVI business company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies. Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company,” “our Company” “Lake Superior” or “LKSP” refer to Lake Superior Acquisition Corp., a BVI corporation. Our Sponsor Our Sponsor is Lake Superior Investments LLC, a Delaware limited liability company. Our Sponsor was established by Edward Cong Wang to leverage his extensive experience in acquiring, building, operating and scaling global financial services and complex operations businesses in constantly evolving environments. Mr. Wang has over 15 years of global M&A experience and expertise and has held senior leadership positions as the Chairman, President and Chief Executive Officer at Pacifico Acquisition Corp. (Nasdaq: PAFO) and as Chief Financial Officer at Redwoods Acquisition Corp. (Nasdaq: RWOD). On December 16, 2022, PAFO completed its business combination with Caravelle Group Co., Ltd. (“Caravelle”), a global ocean technology company providing international shipping services and carbon-neutral solutions for wood desiccation. Prior to the business combination, PAFO experienced approximately 99.56% of public shares redemption. This business combination was approved by PAFO’s shareholders at a special meeting held on November 30, 2022. Following the transaction, the combined company, Caravelle International Group, began trading on Nasdaq under the ticker symbol “CACO” on December 19, 2022. As of January 6, 2025, the ordinary shares of Caravelle International Group trade at $4.12. On June 21, 2024, RWOD successfully completed a business combination with ANEW Medical, Inc., a biopharmaceutical company focused on neurodegenerative and age-related diseases. Prior to the business combination, RWOD’s stockholders approved 2 extensions, with approximately 83% of public shares redeemed, reducing trust account funds from $115 million to $19 million. Following the transaction, ANEW Medical, Inc. securities trade on the Nasdaq Global Market under "KLTO" (shares) and "WENAW" (warrants), with recent closing prices of $0.6 and $0.066 as of January 6, 2025. We believe that the collective experience of the team members of our Sponsor, in combination with their deep and broad global network of relationships across public and private sectors in both mature as well as emerging markets, provides us with a competitive advantage to identify, structure, finance and acquire the operations of a compelling target business. In pursuing our strategy of creating a strong operating company, capable of scaling up and generating free cash flow, we intend to add value to the target business through active engagement with its management team, and enabling that company to leverage the benefits of scale to grow and increase profitability. Because Sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of the Initial Public Offering. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. See the section titled “ Risk Factors - Risks Relating to Our Securities - The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share ” for more information. Pursuant to a letter agreement entered into with us, each of our initial shareholders, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private placement units (and the underlying securities) as summarized in the table below. 4 Table of Contents Management Team Edward Cong Wang is our Chief Executive Officer. Mr. Wang previously served as the Chief Financial Officer at Redwoods Acquisition Corp. (Nasdaq: RWOD), from March 2022 to June 2024 prior to its business combination with ANEW Medical, Inc., a pharmaceutical company specializes in the development of patented, novel disease-modifying technologies to include key developments in treating neurodegenerative and age-related disorders. Mr. Wang previously served as the Chairman, President, and Chief Executive Officer at Pacifico Acquisition Corp. (Nasdaq: PAFO), from March 2021 to December 2022, prior to its business combination with Caravelle, an ocean technology company providing international shipping services and carbon-neutral solutions for wood desiccation. Mr. Wang has also served as the managing partner at Pacifico Financial Group since July 2024. He served as the managing partner at The Balloch (Holding) Group from March 2020 to June 2024. Before that, he was a partner at Prestige Financial Holdings Group Limited from August 2018 to September 2019. Mr. Wang served as a partner at Shenzhen Bode Chuangfu Investment Management Co. Ltd., from January 2017 to July 2018. Mr. Wang served as the chief executive officer of ZS Fur & Leather Fashion Co., a family-owned business, from July 2014 to December 2016. Prior to ZS Fur, he worked at Merrill Lynch, Pierce, Fenner & Smith Incorporated as a vice president from July 2011 to June 2014. Mr. Wang received a bachelor’s degree in Economics / Finance from Stony Brook State University in 2006 and graduated with a master’s degree of Statistics from Columbia University in 2010. Ziqi Zhao is our Chief Financial Officer. Mr. Zhao currently serves as Assistant to the General Manager and Head of Overseas Business Department since April 2024. From April 2015 to April 2024. Mr. Zhao served as a Director of Investment Banking for Guotai Junan Securities, one of China’s largest securities firms. With around 10 years of experience in the A-share investment banking sector, he has led and participated in various core business lines, including IPOs, refinancing, mergers and acquisitions, and corporate bonds. He has overseen numerous projects, managing all stages from initiation to issuance; this includes responsibilities such as project initiation, internal review, application, report supplementation, responses to regulatory feedback, and post-meeting documentation. From 2008 to 2014, before joining Guotai Junan, Mr. Zhao worked in Red Star Macalline and Shanghai Sacred Food Co., LTD. as a General Manager Assistant. From 2011 to 2012, Mr. Zhao studied for his Master of International Business from the University of Birmingham in the United Kingdom. Mr. Zhao has also completed a Bachelor of Environment Engineering from Donghua University in Shanghai between 2004 to 2008. Mr. Zhao’s relevant transaction experience and financial mastery make him a strong asset to the team. Independent Directors We have chosen our independent directors for the purposes of assisting our sponsor with sourcing and evaluating business combination opportunities and developing plans and strategies to optimize any business that we acquire. Raymond J. Gibbs became our Independent Director on September 30, 2025. Mr. Gibbs previously served as an independent director at Pacifico Acquisition Corp. (Nasdaq: PAFO) March 2021 to December 2022 and Redwoods Acquisition Corp. (Nasdaq: RWOD) from March 2022 to June 2024. He has spent the last 21 years as chief financial officer or commercial director of high technology and fast-moving consumer goods businesses both in the quoted and private arenas. Mr. Gibbs has co-chaired the UK-China Joint Working Group on Graphene Standardization, organized by the BSI Group and the China Standards Authority, and he has served as the chairman of planarTECH LLC since July 2019, and managers of University of Manchester- Graphene and Advanced Materials space since July 2019. In addition, he served as the president of business development and the chief executive officer of Haydale Graphene Industries PLC, a publicly listed company in the UK, from May 2010 to July 2019. Mr. Gibbs is a Chartered Accountant. Mr. Gibbs received a bachelor’s degree from Nottingham Trent University in 1977. We believe Mr. Gibbs is qualified to serve on our board of directors because of his extensive financial, management, and accounting experience, as well as his contacts and relationships. Manuel C. Menendez III became our Independent Director on September 30, 2025. With nearly 40 years of global experience in international business, Mr. Menendez has a proven track record in diverse markets including China, the Asia-Pacific region, the U.S., Europe, and Central and South America. Mr. Menendez currently serves as the Independent Director at Healthcare AI Acquisition Corp. (Nasdaq: HAIA) since November 2023. As the Founder, Chief Executive Officer, and Director of MCM Group Holdings Ltd., he specializes in international business development and investments, with a particular focus on cross-border investments, trade negotiations, and market entry strategies. Mr. Menendez was notably the CEO of Great Eastern Development (GED), leading the first U.S.-China Equity Joint Venture for a Fortune 100 company in 1980. His extensive involvement in humanitarian efforts includes serving as a pro bono advisor to the United Nations' WHO and UNEP. Mr. Menendez's vast international experience and commitment to sustainable business practices make him an invaluable asset to our board of directors. We believe Mr. Menendez is qualified to serve on our board of directors based on his international investment experience. 5 Table of Contents Stephen Yas became our Independent Director on September 30, 2025. Mr. Yas is an accomplished architect with over 40 years of experience in the industry, currently serving as Managing Director at Novo Architects. As former Director of China at bKL Architecture, Regional Managing Director of dwp China, and Director of the Leadership in International Finance Group, he has garnered broad global real estate expertise. His project portfolio includes prestigious mixed-use developments, commercial, hospitality, high-rise, and corporate headquarters. He has been involved with many prestigious national and international award-winning projects, receiving recognition from the American Institute of Architects, HUD, Oxford University and Ohio University. He has been a critic and lecturer at many architectural schools, as well as being a much sought-after public speaker and frequent contributor, to architectural publications. Additional Disclosures Executive Office and Registered Office Our executive offices are located at 521 Fifth Avenue 17th Floor, New York, NY 10175, United States of America and our telephone number is +1 646-886-8892. Our registered office is located at the offices of FH Corporate Services Limited, Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands. Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by the Company to be dealt with. None of the Company or its directors, officers, advisors or service providers (including the organization which provides registered office services in the British Virgin Islands) will bear any responsibility for any delay howsoever caused with regards to mail reaching the forwarding address. Effecting Our Initial Business Combination We are not presently engaged in, and we will not engage in, any operations until the consummation of our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering, the sale of the private placement units, our shares, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or other reasons, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. Selection of a Target Business and Structuring of our Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding any deferred underwriter’s fees and permitted withdrawals on the income earned on the funds held in the trust account). We refer to this as the 80% fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations. 6 Table of Contents In any case, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. There is no basis for investors in the Initial Public Offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination. To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information, which will be made available to us. The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. Redemption Rights for Public Shareholders Upon Completion of our Initial Business Combination We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. At the completion of our initial business combination, we will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. Manner of Conducting Redemptions We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination either (1) in connection with a general meeting called to approve the business combination or (2) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approval under stock exchange listing requirements while, under certain exchange listing requirements, direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing requirement or we choose to seek shareholder approval for business or other reasons. 7 Table of Contents If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association: · conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and · file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than we are permitted to redeem, as may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other reasons, we will: · conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and · file proxy materials with the SEC. We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration. In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination. Our initial business combination must be approved by a majority of our board of directors, and a majority of our independent directors. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of a resolution of members under British Virgin Islands law, which requires the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. In such case, pursuant to the terms of a letter agreement entered into with us, our initial shareholders, directors and officers have agreed to vote their founder shares and any public shares held by them in favor of our initial business combination. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. We expect that at the time of any shareholder vote relating to our initial business combination, our initial shareholders and their permitted transferees will own at least 25% of our issued and outstanding ordinary shares entitled to vote thereon. Each public shareholder may elect to redeem their public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of a business combination. 8 Table of Contents Redemptions of our public shares may be subject to a net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. Limitation on Redemption Upon Completion of our Initial Business Combination If we Seek Shareholder Approval Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide 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 Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us, our Sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the Initial Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Tendering Share Certificates in Connection With a Tender Offer or Redemption Rights We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. 9 Table of Contents There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Any request to redeem such shares, once made, may not be withdrawn unless the Directors determine (in their sole discretion) to permit such withdrawal (which they may do in whole or in part) at any time up to the date set forth in the tender offer materials or two business days prior to the scheduled date of the general meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 18 months from the closing of the Initial Public Offering. Redemption of Public Shares and Liquidation if No Initial Business Combination Our amended and restated memorandum and articles of association provide that we will have only 18 months from the closing of the Initial Public Offering to complete our initial business combination. If we have not completed our initial business combination within such 18-month period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law. Our initial shareholders, directors and officers, as applicable, have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months from the closing of the Initial Public Offering or during any Extension Period. However, if our initial shareholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame. The underwriter has agreed to waive its rights to its deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within the allotted time frame and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. 10 Table of Contents Sponsor, our directors and officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding public shares. We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $600,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required for permitted withdrawals, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses. If we were to expend all of the net proceeds of the Initial Public Offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the funds held in the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm) and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn for permitted withdrawals, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether Sponsor has sufficient funds to satisfy its indemnity obligations and believe that Sponsor’s only assets are securities of our company and, therefore, Sponsor may not be able to satisfy those obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 11 Table of Contents In the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn for permitted withdrawals, and Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share. We will seek to reduce the possibility that Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Sponsor will also not be liable as to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $100,600,000 from the proceeds of the Initial Public Offering and the sale of the private placement units, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $700,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $700,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 18 months from the closing of the Initial Public Offering or during any Extension Period, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. 12 Table of Contents Competition We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources or more local industry knowledge in comparison to us, and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the private placement units, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. Conflicts of Interest Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by either of our Sponsor or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under British Virgin Islands law and any other applicable fiduciary duties. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. For more information, see the section entitled “ Management - Conflicts of Interest .” In addition, members of our management team and our board of directors will directly or indirectly own founder shares and/or private placement units following the Initial Public Offering, as set forth in “ Principal Shareholders ,” and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under British Virgin Islands law. See “ Risk Factors - Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented .” Because Pacifico Acquisition Corp. and Redwoods Acquisition Corp. have completed their business combinations and because the other entities to which our executive officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that the fiduciary duties or contractual obligations of our executive officers and directors will materially affect our ability to complete our business combination. 13 Table of Contents Indemnity Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn for permitted withdrawals, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether Sponsor has sufficient funds to satisfy their respective indemnity obligations and believe that Sponsor’s only assets are securities of our company and, therefore, Sponsor may not be able to satisfy those obligations. We have not asked Sponsor to reserve for such obligations. Facilities We currently maintain our executive offices at 521 Fifth Avenue 17th Floor, New York, NY 10175, United States of America. We consider our current office space adequate for our current operations. Employees We currently have two officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on the stage of the initial business combination process we are in. Periodic Reporting and Financial Information We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov. In addition, we will provide copies of these documents without charge upon request from us in writing at 521 Fifth Avenue 17th Floor, New York, NY 10175 or by telephone at +1 646-886-8892. Our internet address is https://lakescorp.com/. We include our web site address in this Annual Report only as an inactive textual reference. Information contained in our website does not constitute a part of this report or our other filings with the SEC. Business Combination Agreement The Business Combination On January 23, 2026, we entered into a definitive Plan of Merger and Business Combination Agreement (the “ Business Combination Agreement ”) with Openmarkets Group Pty Ltd, an Australian proprietary limited company (“ OMG ”), and BMYG OMG Pty Ltd, an Australian proprietary limited company (the “ Seller ”) and such other persons who are contemplated to later join this Agreement as the “Purchaser” and “Merger Sub” therein, which are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement. 14 Table of Contents Pursuant to the Business Combination Agreement, the Parties will cause the Predecessor shall be merged with Merger Sub, the separate corporate existence of Merger Sub shall cease and Predecessor shall continue as the surviving corporation and a wholly-owned subsidiary of Purchaser (the “ Initial Merger ”). As a result of the Initial Merger, (i) each issued and outstanding Company Share will convert into the right to receive one ordinary share of the Purchaser (the “ Purchaser Shares ”); (ii) each Company Unit shall convert into the right to receive one unit of the Purchaser, comprised of one Purchaser Share and one right to receive one-seventh of one Purchaser Share upon the Closing (each a “ Purchaser Right ”); and (iii) each Purchaser Right shall be converted into the right to receive one Purchaser Right. Following the Initial Merger, we and the Purchaser will cause us to liquidate, such that all assets of us are, or shall be, transferred to the Purchaser and all liabilities of us are, or shall be, assumed by the Purchaser (the “ Liquidation ”). Additionally, we will cause all of its contracts to be assigned to and assumed by the Purchaser. Following the Initial Merger, the Seller will contribute all of the issued and outstanding equity securities of OMG (the “ OMG Shares ”) to the Purchaser in exchange for approximately30,000,000 Purchaser Shares (the “ Exchange Consideration ”), which shares shall have a deemed value of $10.00 per share for the purposes of all calculations and adjustments under the Business Combination Agreement, with such Exchange Consideration subject to adjustment based on OMG’s net indebtedness, working capital, and indemnification obligations following the Closing as detailed in the Business Combination Agreement (the “ Acquisition Contribution and Exchange ”). Further, in addition to the Exchange Consideration, up to an additional 70,000,000 Purchaser Shares may be paid to the Seller based on certain milestone following the Closing as detailed in the Business Combination Agreement (the “ Milestone Shares ”). The Initial Merger, the Acquisition Contribution and Exchange and the other transactions to be consummated under the Merger Agreement are collectively referred to as the “Business Combination.” The foregoing Initial Merger, Acquisition Contribution and Exchange and conversion of securities shall occur all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable Law. Milestone Shares and Incentive Plan Following the closing of the Business Combination (the “ Closing ”) and in addition to the Exchange Consideration Shares, Purchaser shall 1. issue an aggregate of 30,000,000 Purchaser Shares (the “ License Milestone Shares ”) to the Seller upon the achievement of the following conditions (collectively, the “ License Milestone ”): (i) approval by ASIC of variances to OMG’s Australian Financial Services License to include (A) authorizations to provide general financial product advice in relation to non-cash payment products, and to deal in financial products, including issuing, acquiring, varying and disposing of non-cash payment products, and (B) an authorization to undertake market-making activities in respect of financial products, and (ii) approval by the Australian Transaction Reports and Analysis Centre of OMG’s registration as a Digital Currency Exchange provider; 2. The Purchaser shall issue to the Seller an aggregate of up to 40,000,000 Purchaser Shares (the “ Performance Milestone Shares ”). The aggregate value of the Performance Milestone Shares shall be determined by multiplying (i) the aggregate amount of assets of each client serviced by OMG pursuant to tokenization and/or real‑world asset contracts between OMG and such client, as of December 31, 2028, by (ii) 0.2. Each Purchaser Share issued as Performance Milestone Shares shall have a deemed value of $10.00 per share; provided, that the aggregate value of the Performance Milestone Shares shall not exceed $400,000,000; and 3. be entitled to set up an equity incentive pool, representing not less than 5% of the fully-diluted capitalization of the Purchaser immediately following the Closing, for the purpose of administration of share incentive awards to be granted to eligible participants including directors, officers, employees and consultants of the Combined Company under a share incentive plan to be adopted by resolution of the Purchaser’s board of directors or any committee appointed for this purpose by the Purchaser’s board of directors (the “ Purchaser Incentive Plan ”). Conditions to Closing The obligation of the parties to consummate of the Business Combination is conditioned upon, among other things, (i) the absence of any applicable law, governmental order, or third‑party action prohibiting or enjoining the transactions, (ii) the approval by the shareholders of us, (iii) the making and receipt of all required governmental and regulatory filings, approvals, and the expiration or termination of applicable waiting periods, including under antitrust and foreign investment laws, (iv) the continued accuracy of the parties’ respective representations and warranties and compliance with their respective covenants, (v) the absence of any Material Adverse Effect with respect to us, Purchaser, Merger Sub or OMG; and (vi) receipt of certain customary certificates and other closing deliveries as specified under the Business Combination Agreement. 15 Table of Contents Covenants The Business Combination Agreement includes customary covenants of the parties with respect to efforts to satisfy conditions to the consummation of the Merger. The covenants under the Merger Agreement include, among other things, (i) the obligation of each party to conduct its business in the ordinary course consistent with past practice and to refrain from specified actions outside the ordinary course without the required consents, (ii) restrictions on entering into alternative transactions, subject to customary fiduciary‑out provisions and notice obligations, (iii) mutual covenants to provide reasonable access to books, records, personnel, and information, (iv) covenants requiring prompt notice of certain developments, including governmental communications, litigation, breaches, and material adverse changes, (v) obligations relating to the preparation, filing, and clearance of SEC filings, including the proxy statement and related financial information, (vi) covenants regarding the delivery of audited and interim financial statements and cooperation in the preparation of pro forma financial information and (vii) other customary covenants, including but not limited to tax matter, reasonable best efforts, confidentiality, compliance with applicable laws, and cooperation to secure required consents and financing, as further described in the Merger Agreement. Representations and Warranties The Business Combination Agreement contains representations and warranties of us, the Purchaser and Merger Sub relating, among other things, to their proper organization, existence and good standing; due authorization and enforceability of the transaction agreements; required governmental and regulatory approvals; capitalization and valid issuance of securities; compliance with applicable laws, including securities, anti‑money laundering, sanctions and anti‑corruption laws; accuracy and completeness of SEC filings and financial statements; absence of undisclosed liabilities and litigation; tax matters; status under the Investment Company Act; Nasdaq listing status; the Trust Account and related arrangements; finders’ and brokers’ fees; and independent investigation and non‑reliance. The Business Combination Agreement also contains representations and warranties of OMG and its subsidiaries, relating, among other things, to their proper organization, existence and authority; due authorization and enforceability of the transaction agreements; capitalization and ownership of equity interests; financial statements and internal controls; absence of undisclosed liabilities and material adverse changes; compliance with applicable laws, including employment, environmental, privacy, data security, anti‑bribery and international trade laws; material contracts; intellectual property ownership and non‑infringement; employee and benefit matters; tax matters; real and personal property; customers and suppliers; regulatory licenses and permits; affiliate transactions; finders’ and brokers’ fees; board approval; and independent investigation and non‑reliance. The Business Combination Agreement contains representations and warranties of the Seller relating, among other things, to its organization, existence and good standing; authority and capacity; due authorization, execution and enforceability of the Business Combination Agreement and related transaction documents; ownership of and valid title to the OMG Shares and authority to transfer such shares to Purchaser; absence of conflicts with organizational documents, applicable laws and material agreements; required governmental and regulatory approvals; absence of litigation; accredited investor status and compliance with applicable securities laws; sanctions and “bad actor” status; the absence of brokers’ or finders’ fees; receipt of required equity holder and board approvals; and independent investigation and non‑reliance. The representations and warranties contained in the Business Combination Agreement are made as of specified dates and, except as expressly provided therein, generally do not survive the Closing. Termination The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the consummation of the transactions, including: (i) by mutual written consent of us and OMG, (ii) by us, or by OMG or the Seller, as applicable, if the other party breaches any of its representations, warranties or covenants in a manner that would cause the applicable closing conditions not to be satisfied and such breach is not cured within the earlier of 20 business days following notice or the outside date, (iii) by any party if the transactions are not consummated by December 31, 2026 (or such later date as may be agreed), except where the failure to consummate is due to such party’s breach, (iv) by any party if a governmental authority of competent jurisdiction has issued a final, non‑appealable order permanently restraining or prohibiting the transactions, or (v) by any party if the requisite approval of Predecessor’s shareholders is not obtained at the special meeting. 16 Table of Contents The foregoing is a summary only and does not purport to be a complete description of all terms, provisions, covenants, and agreements contained in the Merger Agreement, and is subject to and qualified in its entirety by reference to the full text of the Business Combination Agreement, which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on January 30, 2026, and is incorporated herein by reference. Certain Related Agreements Lock-Up Agreement At the closing of the Business Combination, the Seller, and any person or entity who receives Purchaser Shares on behalf of the Seller shall enter into a lock-up agreement, pursuant to which, among other things, and subject to certain exceptions, the Purchaser Shares held by the Seller or any such other person or entity will be locked-up for a period of 180 days from the date of the closing of the Business Combination, in accordance with the terms set forth therein. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, the form of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 30, 2026, and the terms of which are incorporated by reference herein. Non-Competition Agreement At the closing of the Business Combination, the Purchaser, OMG and its affiliates, successors, and indirect and direct subsidiaries, and the Seller shall enter into a non-competition and non-solicitation agreement, pursuant to which, among other things, the Seller will agree not to (i) compete with the business of the post-combination company for a period of five (5) years following the closing of the Business Combination, among other matters, or (ii) solicit the employees or customers of the Purchaser, OMG, or their affiliates for a period of five (5) years following the closing of the Business Combination, among other matters. The foregoing description of the Non-Competition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Non-Competition Agreement, the form of which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed on January 30, 2026, and the terms of which are incorporated by reference herein.