Item 9A. Controls and Procedures
Item
9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such
as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated
to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the
supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31,
2025.
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 Annual Report on Internal
Control over Financial Reporting
This Report does not include
a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered
public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control over Financial
Reporting
Not applicable.
Item
9B. Other Information.
Trading Arrangements
During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Additional Information
None.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
38
PART III
Item
10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
As of the date of this Report,
our directors and officers are as follows:
Name
Age
Position
Max Shapiro
33
Chief Executive Officer and Director
Kumar Dandapani
44
Chairman of the Board
Jurgen van de Vyver
37
Chief Financial Officer
Sean O’Malley
54
Director
Jonathan Bier
40
Director
The experience of our directors
and executive officers is as follows:
Max
Shapiro has served as our Chief Executive Officer and a director on our Board since July 2025. Mr. Shapiro is
a Co-Founder and Managing Partner of Cadenza, an early-stage investment firm focused on transformative technologies across
blockchain and artificial intelligence. Since 2018, Mr. Shapiro has helped lead investments in over 125 companies globally,
including over 10 exits and 6 unicorns. From 2018 to 2021, Mr. Shapiro was an Investment Principal at BitMEX Ventures, the
corporate venture arm of BitMEX, then the world’s largest digital asset derivatives exchange by trading volume.
Mr. Shapiro helped lead the fund’s investments into foundational blockchain infrastructure including FalconX, CoinDCX,
and Rain Finance. Mr. Shapiro was pivotal in scaling the firm’s Emerging Markets strategy by making investments across
LatAm, India, Africa, Southeast Asia, and the Middle East. Over this period, he also cultivated a deep network of founder
relationships and institutional partners, providing consistent access to high-quality, limited-access investment opportunities.
More recently, Mr. Shapiro has been credited with building out Cadenza Labs as a dedicated incubation arm as well as
Cadenza’s Co-Investment Arm which has made over 20 investments including some in uniquely positioned distressed
opportunities such as Solana (SOL) and Avalanche (AVAX). Between 2015 and 2018, Mr. Shapiro was an Investment Principal at
Middle Market Private Equity firm, Blue Line Advisors, where he sourced and executed M&A transactions in the transportation and
logistics sectors. Mr. Shapiro began his career in Deloitte’s Financial Advisory Services group, advising financial
institutions including KKR, Lazard, and BNY Mellon. Mr. Shapiro holds a Master of Science and a Bachelor of Science in Finance
and Accounting from Binghamton University’s School of Management. Mr. Shapiro is a CFA charter holder and a Certified
Public Accountant. Due to the above mentioned experiences and certifications, we believe
Mr. Shapiro is well qualified to serve as a director of our Company.
Kumar Dandapani has
served as Chairman of our Board since July 2025. Mr. Dandapani is a Co-Founder and Managing Partner of Cadenza, an early-stage investment
firm focused on transformative technologies across blockchain and artificial intelligence. Since 2018, Mr. Dandapani has led investments
in over 125 technology companies globally, including over 10 exits and 6 unicorns. From 2018 to 2021, Mr. Dandapani was Head of Investments
at BitMEX Ventures, the corporate venture arm of BitMEX, then the world’s largest digital asset derivatives exchange by trading
volume. During this period, he deployed capital across more than 40 early-stage blockchain investments and built long-standing relationships
with category-leading founders and institutional allocators in the blockchain space. In 2021, Mr. Dandapani formalized a partnership
with VanEck Associates, a U.S. registered investment adviser with approximately $161.7 billion in assets under management as of September 30,
2025, to spin out of BitMEX Ventures and launch Cadenza as a standalone asset manager. In 2023, Mr. Dandapani was able to launch
Cadenza’s AI strategy and helped lead investments in cutting-edge artificial intelligence companies including Together.ai,
Tensorwave, Nous Research and Jericho Security. Through extensive experience and deeply embedded relationships across the transformative
technology ecosystems, he has maintained proprietary access to investment opportunities that are often unavailable to the broader market.
Earlier in his career, Mr. Dandapani served as Head of Data Science at Norwest Venture Partners from 2015 to 2019, where he built
and scaled the firm’s internal data science platform and sourcing tools. Prior to that, he was a Partner at Nth-Degree Analytics,
where he led data science and predictive modeling engagements across Fortune 500 clients and co-invented a patent-pending A/B
testing algorithm adopted by eBay. Mr. Dandapani began his career in quantitative trading roles at Evolution Capital Management and
Cornerstone Trading Company. Mr. Dandapani holds a B.S. in Electrical and Computer Engineering and a B.A. in Social and Decision
Sciences from Carnegie Mellon University, and an M.S. in Electrical Engineering from the University of Pennsylvania. Due to the above mentioned experiences and certifications, we believe
Mr. Dandapani is well qualified to serve as a director of our Company.
39
Jurgen van de Vyver has
served as our Chief Financial Officer since August 2025. He has been a Partner at Launchpad Capital since May 2021, where
he co-leads early-stage fintech investments and manages the firm’s finance and business operations. He is currently Chief
Financial Officer of (i) Launch One Acquisition Corp. (Nasdaq: LPAA), a blank check company that raised $230.0 million in its
initial public offering in July 2024, is searching for a Business Combination target in the healthcare or healthcare-related industries
and, in particular, life sciences, (ii) Launch Two Acquisition Corp. (Nasdaq: LPBB), a blank check company that raised $230.0 million
in its initial public offering in October 2024 and is currently searching for a Business Combination target among technology and
software infrastructure companies whose products and services target financial services, real estate and asset management companies, and
(iii) Wen Acquisition Corp (Nasdaq: WENN), a blank check company that raised $300.15 million in its initial public offering in May 2025
and is currently searching for a Business Combination target among infrastructure companies in the fintech sector that are focused on
enablement of digital assets, such as stablecoins, through the incorporation and integration of blockchain networks into the traditional
financial systems. He served as the Chief Financial Officer of Newcourt Acquisition Corp (Nasdaq: NCAC) from June 2023
until January 2024, overseeing NCAC’s merger with Psyence Biomedical (Nasdaq: PBM). Mr. van de Vyver was the head
of finance and operations at Propel Venture Partners, a venture capital fund backed by BBVA Group, from 2017 to 2021. Mr. van de
Vyver also served as a consultant from 2015 to 2017 for CrossCountry Consulting, where his clients included Lending Club (NYSE: LC),
Danaher (NYSE: DHR) and Marriott Vacations Worldwide Corp (NYSE: VAC). Due to the above mentioned experiences and certifications, we believe Mr. van de Vyver is well qualified to serve
as a director of our Company.
Sean O’Malley has
served as an independent director since December 2025. Since January 2025, Mr. O’Malley has served as Chief Executive
Officer of Scale360.ai, an AI managed services provider. He co-founded SmartBiz Loans in 2009, which was converted into SmartBiz
Bank, N.A., a U.S.-regulated national bank, in early 2025; he served as President of SmartBiz through May 2018 and continues to serve
on its board of directors. From 2019 to December 2022, he was Chief Executive Officer of a fintech trade-finance platform and
remained on its board through December 2024. From 2007 to 2009, Mr. O’Malley worked at Venrock, a venture-capital firm,
where he managed a launch pad program for entrepreneurs-in-residence. Mr. O’Malley holds an M.B.A. and a B.A. in Quantitative
Economics from Stanford University. Due to the above mentioned experiences and certifications, we believe
Mr. O’Malley is well qualified to serve as a director of our Company.
Jonathan Bier has
served as an independent director since December 2025. Since August 2023, Mr. Bier has served as Chief Investment Officer of Farside
Investors, a London-based investment management firm focused on global equities and cryptocurrencies. He has also served as an Advisor
to Bitwise Asset Management since February 2025; as a Venture Partner at Cadenza since January 2024; as Grant Program Administrator at
Maelstrom, the family office of Arthur Hayes, since July 2024; and as a member of the board of directors of Brink Technology since January
2023. From August 2018 to July 2021, Mr. Bier was the Founder and Manager of the Elwood Blockchain Global Equity Index at Elwood
Asset Management. From July 2012 to January 2016, he held investment roles at Ruffer LLP. From September 2007 to July 2011, he worked
at KPMG in London, where he qualified as a chartered accountant. Mr. Bier received a Bachelor of Science degree with Honors in Mathematics
from the University of Warwick and is a fellow chartered accountant with the Institute of Chartered Accountants in England and Wales.
Due to the above mentioned experiences and certifications, we believe Mr. Bier is well qualified to serve as
a director of our Company.
Family Relationships
No family relationships
exist between any of our directors or executive officers.
Involvement in Certain Legal Proceedings
There are no material proceedings
to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or
integrity of any director or officer.
40
Advisors
Ryan Gilbert ,
one of our Advisors, is currently the General Partner of Launchpad Capital, a financial services focused venture capital firm that he
founded in 2020, and a senior advisor to Castle Creek Capital. Mr. Gilbert is also the chairman of the board of Launch One Acquisition
Corp. (Nasdaq: LPAA), a blank check company that raised $230.0 million in its initial public offering in July 2024, was searching
for a Business Combination target in the healthcare or healthcare-related industries and, in particular, life sciences, and, in June 2025,
entered into a Business Combination agreement with Minova Therapeutics Ltd, a mitochondrial therapy company, valued at $180 million
plus earnouts, an advisor to Launch Two Acquisition Corp. (Nasdaq: LPBB), a blank check company that raised $230.0 million in
its initial public offering in October 2024 and is currently searching for a Business Combination target among technology and software
infrastructure companies whose products and services target financial services, real estate and asset management companies, and an advisor
to Wen Acquisition Corp (Nasdaq: WENN), a blank check company that raised $300.15 million in its initial public offering in May 2025
and is currently searching for a Business Combination target among infrastructure companies in the fintech sector that are focused on
enablement of digital assets, such as stablecoins, through the incorporation and integration of blockchain networks into the traditional
financial systems. Mr. Gilbert has over 25 years of global financial services and technology expertise as an entrepreneur, investor
and advisor. His public company exits include Eventbrite and Square. Mr. Gilbert has extensive SPAC experience as a Board member,
executive and investor. He served as President, Chief Executive and a director of FTAC Olympus Acquisition Corp. until its Business Combination
with Payoneer Inc. (Nasdaq: PAYO) in June 2021. He was also an advisor to the sponsor of each of Phoenix Biotech Acquisition Corp.,
which completed its Business Combination with CERo Therapeutics (Nasdaq: CERO) in February 2024, Newcourt Acquisition Corp.,
which completed its Business Combination with Psyence Biomedical (Nasdaq: PBM) in January 2024, and Locust Walk Acquisition Corp,
which completed its Business Combination with eFFECTOR Therapeutics, Inc. (Nasdaq: EFTR) in August 2021. From 2016 to 2021,
Mr. Gilbert was a General Partner of Propel Venture Partners Fund 1, a venture capital fund backed by BBVA Group, and currently
serves on the board of directors of Guideline, Inc. As entrepreneur-in-residence at venture capital firm Venrock, Mr. Gilbert
co-founded BillFloat Inc. (dba SmartBiz Loans), a small business lending marketplace, and served as the Chief Executive Officer from
2009 to 2016, and executive chairman from 2016 to 2022. Since 2008, Mr. Gilbert has been an independent director of River
City Bank, a community bank based in Sacramento, CA. He co-founded and served as Chief Executive Officer of real estate payments
company PropertyBridge from 2003 to 2007 when it was acquired by MoneyGram International. Mr. Gilbert graduated from the University
of the Witwatersrand in Johannesburg, South Africa, and is an inactive member of the State Bar of California.
Shami Patel ,
one of our Advisors, is currently a Managing Director at Launchpad Capital. He has over 25 years of global experience in financial
services and capital markets as an executive, board member and investor. Mr. Patel is also an advisor to Launch One Acquisition Corp.
(Nasdaq: LPAA), a blank check company that raised $230.0 million in its initial public offering in July 2024, was searching
for a Business Combination target in the healthcare or healthcare-related industries and, in particular, life sciences, and, in June 2025,
entered into a Business Combination agreement with Minnova Therapeutics Ltd, a mitochondrial therapy company, valued at $180 million
plus earnouts, Launch Two Acquisition Corp. (Nasdaq: LPBB), a blank check company that raised $230.0 million in its initial
public offering in October 2024 and is currently searching for a Business Combination target among technology and software infrastructure
companies whose products and services target financial services, real estate and asset management companies, and Wen Acquisition Corp
(Nasdaq: WENN), a blank check company that raised $300.15 million in its initial public offering in May 2025 and is currently
searching for a Business Combination target among infrastructure companies in the fintech sector that are focused on enablement of digital
assets, such as stablecoins, through the incorporation and integration of blockchain networks into the traditional financial systems.
His SPAC experience includes being the Chief Operating Officer of FTAC Olympus Acquisition Corp. which completed its Business Combination
with Payoneer Inc. (NASDAQ: PAYO) in February 2021, an advisor to Phoenix Biotech Acquisition Corp., which completed its Business
Combination with CERo Therapeutics Holdings, Inc. (NASDAQ: CERO) in February 2024, an advisor to Newcourt Acquisition Corp.
which completed its Business Combination with Psyence Biomedical Ltd. (NASDAQ: PBM) in January 2024, and an advisor to Locust
Walk Acquisition Corp, which completed its Business Combination with eFFECTOR Therapeutics, Inc. (NASDAQ: EFTR) in August 2021.
Mr. Patel was also active in origination, due diligence and execution of SPACs as a director of FinTech I, which completed its
Business Combination with CardConnect LLC (NASDAQ: CCN) in August 2016, and FinTech II, which completed its Business Combination
with Intermex Holdings II, Inc. in July 2018., with the post-Business Combination company being renamed International Money
Express, Inc. (NASDAQ: IMXI); In addition, Mr. Patel served as a board observer of International Money Express, Inc. following
its Business Combination, until March 2020. He also served as an advisor to FinTech III, which completed its Business Combination
with Paya Holdings Inc. (NASDAQ: PAYA) in October 2020, and FinTech IV, which completed its Business Combination with Perella
Weinberg Partners (NASDAQ: PWP) in June 2021. From 2015 to 2025, Mr. Patel was a managing director at Cohen Circle, LLC. Aside
from his experience with SPACs, from 2010 to 2015, Mr. Patel served as the Vice Chairman of the board of directors and Chair of the
compliance committee of Golden Pacific Bancorp, Inc., which was acquired by SoFi Technologies (NASDAQ: SOFI) in February 2022.
From 2012 to 2014, he served as a venture partner at Clean Pacific Ventures Management, LLC, a venture capital firm specializing in early
stage investments. Mr. Patel was also a partner at, and served on the executive committee of, Hexagon Securities, LLC, a credit focused
investment bank and securities firm from 2010 to 2012. From 2001 to August 2009, he served as Managing Director and Senior Partner
at Cohen & Company, helping to launch Alesco Financial, Inc. (NYSE: AFN), where he served as Chief Operating Officer and
Chief Investment Officer from 2006 to 2009. From 1999 to 2000, he served as Chief Financial Officer for TRM Corporation (NASDAQ: TRMM),
a consumer and financial services company. In 2000, Mr. Patel co-founded iATMglobal.net, a middleware software business where
he served as Chief Executive Officer and which was sold to NCR Corporation in 2001. Mr. Patel also served on the Board of Visitors
of Duke University School of Law from 2011 to 2023 and where he was a Senior Lecturing Fellow. Mr. Patel received a Juris Doctor
with honors and Master of Business Administration from Duke University and Bachelor of Arts in Philosophy and Economics from Trinity University.
41
Our Advisors (i) assist us in sourcing and negotiating with potential
Business Combination targets and (ii) provide their business insights when we assess potential Business Combination targets. In this
regard, they fulfill some of the same functions as our Board members. However, they have no written advisory agreement with us. Our Advisors
(Ryan Gilbert and Shami Patel) own a pecuniary interest in the Founder Shares held by our Sponsor, but are not currently party to any
agreements to receive additional compensation. Our Advisors are not under any fiduciary obligations to us, nor do they perform Board or
committee functions. They are also not required to devote any specific amount of time to our efforts or subject to the fiduciary requirements
to which our Board members are subject. Accordingly, if any of our Advisors becomes aware of a Business Combination opportunity that is
suitable for any of the entities to which he has fiduciary or contractual obligations (including other blank check companies), he will
honor his fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and only present it to
us if such entity rejects the opportunity. We may modify or expand our roster of Advisors as we source potential Business Combination
targets or create value in businesses that we may acquire.
Number and Terms of Office of Officers and
Directors
Our Board consists of four
members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for
those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial
Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment and removal of directors
or continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional
documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a
jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such matters during such time. These provisions
of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution
passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business
Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required
to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of
the first class of directors, consisting of Jonathan Bier, will expire at our first annual general meeting. The term of office of the
second class of directors, consisting of Sean O’Malley, will expire at the second annual general meeting. The term of office of
the third class of directors, consisting of Max Shapiro and Kumar Dandapani, will expire at the third annual general meeting.
Our officers are appointed
by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to vote to appoint
officers as it deems appropriate pursuant to our Amended and Restated Articles.
Committees of the Board of Directors
We have established two standing
committees of our Board: the Audit Committee and the Compensation Committee. Subject to phase-in rules, the rules of Nasdaq and Rule
10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.
The Audit Committee and the Compensation Committee each operate under a charter approved by our Board and has the composition and responsibilities
described below.
Audit Committee
Upon the commencement of trading of our Units on Nasdaq, our Board
established the Audit Committee. Mr. Bier serves as the initial member and chair of our Audit Committee. Under the Nasdaq listing standards
and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Mr. Bier
is independent. We intend to appoint one additional independent director to our audit committee shortly after the date of this Report
and another independent director during the one-year period following the date of the listing of our Class A Ordinary Shares on Nasdaq
pursuant to the Nasdaq phase-in provisions for initial public offerings.
42
Each member of the Audit Committee
is financially literate and our Board has determined that Mr. Bier qualifies as an “audit committee financial expert”
as defined in applicable SEC rules.
We adopted a charter of the
Audit Committee, which details the principal functions of the Audit Committee, including:
● assisting board oversight of (1) the integrity of our
financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting
firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered
public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered
public accounting firm and any other independent registered public accounting firm engaged by us;
● pre-approving all audit and non-audit services to
be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing
pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships
the independent registered public accounting firm have with us in order to evaluate their continued independence;
● setting clear policies for audit partner rotation in compliance
with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting
firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any
material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public
accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years
respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
● meeting to review and discuss our annual audited financial
statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing
our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated
by the SEC prior to us entering into such transaction;
● reviewing with Management, the independent registered public
accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with
regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial
statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other
regulatory authorities;
● advising the Board and any other Board committees if the clawback
provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with
the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback
Rule;
● implementing and overseeing our cybersecurity and information
security policies, and periodically reviewing the policies and managing potential cybersecurity incidents.
Compensation Committee
Upon the commencement of trading
of our Units on Nasdaq, our Board established the Compensation Committee. The initial member and chair of our Compensation Committee is
Mr. Bier. Under the Nasdaq Rules and applicable SEC rules, we are required to have a compensation committee of at least two members,
all of whom must be independent. Mr. Bier is independent. We intend to appoint an additional independent director to our compensation
committee during the one-year period following the Initial Public Offering pursuant to the Nasdaq phase-in provisions for initial
public offerings.
43
We adopted a charter of the
Compensation Committee, 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 making recommendations to our Board with respect
to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
● reviewing our executive compensation policies and plans;
● implementing and administering our incentive compensation equity-based remuneration plans;
● assisting Management in complying with our proxy statement and annual report disclosure requirements;
● approving all special perquisites, special cash payments and other special compensation and benefit arrangements
for our executive officers and employees;
● producing a report on executive compensation to be included in our annual proxy statement;
● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and
● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule
are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of
it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange
and subject to the SEC Clawback Rule.
The charter of the Compensation
Committee 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 is 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 considers 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 though we intend to form a corporate governance and nominating committee as and when required to do so by law or
Nasdaq Rules. In accordance with Rule 5605(e) of the Nasdaq Rules, a majority of the independent directors may recommend a director
nominee for selection by our Board. Our Board believes that the independent directors can satisfactorily carry out the responsibility
of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate
in the consideration and recommendation of director nominees are Mr. O’Malley, Mr. Dandapani and Mr. Bier. In accordance
with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee,
we do not have a nominating committee charter in place.
The Board also considers director
candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment
at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director
for appointment to our Board should follow the procedures set forth in our amended and restated memorandum and articles of association.
We have not formally established
any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying
and evaluating nominees for director, our Board considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination
to our Board.
44
Code of Ethics
We have adopted the Code of
Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant
any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal
financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable
SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our
website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references
to our website are intended to be inactive textual references only.
The foregoing description
of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics,
a copy of which is attached hereto as Exhibit 14.
Trading Policies
Effective December 17, 2025, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules.
The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.
Item
11. Executive Compensation.
None of our executive officers
or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory
fees), reimbursements or cash payments to our Sponsor, officers, directors or Advisors, or our or their affiliates, for services rendered
to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which,
if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account:
● Repayment
of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant
to the IPO Promissory Note;
● Reimbursement
for office space, utilities and secretarial and administrative support made available to us by (i) an affiliate of our Sponsor and
(ii) an affiliate of our Chief Executive Officer and Chairman of the Board, in an aggregate amount equal to $25,000 per month (or
$12,500 per month to each affiliate), pursuant to the Administrative Services Agreements;
● Payment
of consulting, success or finder fees to our Sponsor, officers, directors, Advisors or their respective affiliates in connection with
the consummation of our initial Business Combination;
● We
may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination
and certain other transactions and pay such person or entity a fee in an amount that constitutes a market standard for comparable transactions;
● Reimbursement
for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;
and
● Repayment
of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance
transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be
convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the applicable lender.
Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans,
if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.
45
After the completion of our
initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees
from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation
materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have
not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.
It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors
of the post-combination business will be responsible for determining executive officer and director compensation.
Any compensation to be paid
to our executive officers is determined, or recommended to the Board for determination, either by the Compensation Committee constituted
solely by independent directors or by a majority of the independent directors on our Board.
We do not intend to take any
action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination,
although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the
ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in
our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that
provide for benefits upon termination of employment.
Compensation Recovery and Clawback Policy
On December 15, 2025, our
Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as
set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report
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.
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 27, 2026 based on information obtained from the
persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
● each
person known by us to be the beneficial owner of more than 5% of our issued and 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.
In the table below,
percentage ownership is based on 28,750,000 Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary Shares and (ii) 5,750,000
Class B Ordinary Shares, issued and outstanding as of March 27, 2026. On all matters to be voted upon, except for (x)
the appointment and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman
Islands , holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise
required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a
one-for-one basis.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private
Placement Warrants are not exercisable within 60 days of the date of this Report.
46
Class A Ordinary Shares
Class B Ordinary Shares
Approximate
Percentage
Name and Address of Beneficial Owner (1)
Number of
Shares
Beneficially
Owned
Approximate
Percentage
of Class
Number of
Shares
Beneficially
Owned(2)
Approximate
Percentage
of Class
of Total
Outstanding
Ordinary
Shares
Launch Sponsor LLC(3)
—
—
5,750,000
100.00
%
20.00
%
Max Shapiro(3)
—
—
—
—
—
Kumar Dandapani(3)
—
—
—
—
—
Jurgen van de Vyver(3)
—
—
—
—
—
Sean O’Malley(3)
—
—
—
—
—
Jonathan Bier(3)
—
—
—
—
—
All officers and directors as a group (5 persons) (3)
—
—
5,750,000
100.00
%
20.00
%
Other 5% Shareholders
Adage Parties (4)
1,250,000
5.43
%
—
—
4.35
%
Tenor Parties (5)
1,250,000
5.43
%
—
—
4.35
%
(1) Unless otherwise noted, the principal business address of each of the following entities or individuals
is c/o Launchpad Cadenza Acquisition Corp I, 180 Grand Avenue, Suite 1530, Oakland, California 94612.
(2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Class B
Ordinary Shares automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of
our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.
(3) Launch Sponsor LLC, our Sponsor, is the record holder of such Class B Ordinary Shares. LMS is the
sole managing member of our Sponsor, and Ryan Gilbert and Shami Patel are the managing members of LMS and hold voting and investment discretion
with respect to the Ordinary Shares held of record by the Sponsor. Mr. Gilbert and Mr. Patel disclaim any beneficial ownership
of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
In addition, our officers, directors and Advisors indirectly hold Founder Shares as members of LMS. Each such person disclaims any
beneficial ownership of the reported Class B Ordinary Shares, other than to the extent of any pecuniary interest they may have therein,
directly or indirectly.
(4) According to a Schedule 13G filed with the SEC on February 12, 2026 by (i) Adage Capital Management, L.P.,
a Delaware limited partnership (“ACM”), (ii) Robert Atchinson, a citizen of the United States (“Mr. Atchinson”),
and (iii) Phillip Gross, a citizen of the United States (“Mr. Gross”, and collectively with ACM and Mr. Atchinson, the “Adage
Parties”). ACM is the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), with
respect to the Public Shares directly held by ACP. Mr. Atchinson is the managing member of (x) Adage Capital Advisors, L.L.C., a Delaware
limited liability company (“ACA”), Adage Capital Partners GP, L.L.C., Delaware limited liability company (“ACPGP”)
and (y) general partner of ACP and Adage Capital Partners LLC, a Delaware limited liability company (“ACPLLC”), general partner
of ACM, with respect to the Public Shares directly held by ACP. Mr. Gross is the managing member of ACA, ACPGP and ACPLLC and the general
partner of ACM, with respect to the Public Shares directly held by ACP. The principal business address of each of the Adage Parties is
200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(5) According to a Schedule 13G filed with the SEC on December 22, 2025 by (i) Tenor Capital Management Company,
L.P., a Delaware limited partnership (“Tenor Capital”), (ii) Tenor Opportunity Master Fund, Ltd., a Cayman Islands exempted
company (the “Master Fund”) and (iii) Robin Shah, a citizen of the United States (“Mr. Shah”, and collectively
with Tenor Capital and the Master Fund, the “Tenor Parties”). The Public Shares reported therein are held by the Master Fund.
Tenor Capital serves as the investment manager to the Master Fund. Mr. Shah serves as the managing member of Tenor Management GP, LLC,
the general partner of Tenor Capital. The principal business address of each of the Tenor Parties is 810 Seventh Avenue, Suite 1905, New
York, New York 10019.
Securities Authorized for Issuance under
Equity Compensation Plans
None.
Changes in Control
None.
47
Item
13. Certain Relationships and Related Transactions, and Director Independence.
On August 18, 2025, our
Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs and expenses in exchange for 5,750,000
Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public
Offering would be a maximum of 23,000,000 Units if the Over-Allotment Option was exercised in full, and therefore, that such Founder
Shares would represent 20% of the outstanding Ordinary Shares following the Initial Public Offering. Up to 750,000 Founder Shares were
to be surrendered for no consideration depending on the extent to which the Over-Allotment Option was exercised. On December 19, 2025,
the Over-Allotment Option was exercised in full and such Founder Shares are no longer subject to forfeiture.
Simultaneously with the closing
of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an
aggregate of 4,116,667 Private Placement Warrants to our Sponsor and Cantor in the Private Placement, at a purchase price of $1.50 per
Private Placement Warrant, generating gross proceeds to our Company of $6,175,000.50. Of those Private Placement Warrants, the Sponsor
purchased 2,783,334 Private Placement Warrants and Cantor purchased 1,333,333 Private Placement Warrants. The Private Placement Warrants
are identical to the Public Warrants, except, so long as they are held by our Sponsor or its permitted transferees, the Private Placement
Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these warrants), subject to certain limited
exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination,
(ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor, will not be exercisable
more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).
Prior to or in connection
with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers, directors, Advisors
or their respective affiliates a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion
of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, has been and will continue
to be paid from funds held outside the Trust Account.
Commencing
on December 18, 2025, and until the completion of our Business Combination or liquidation, we reimburse (i) the sole managing member
of our Sponsor and (ii) an affiliate of our Chief Executive Officer and Chairman of the Board, in an aggregate amount equal to $25,000
per month (or $12,500 per month to each affiliate), for office space, utilities, and secretarial and administrative support made available
to us pursuant to the Administrative Services Agreements. For the period from June 27, 2025 (inception) through December 31, 2025, we
incurred $12,500 in fees for these services, and such amount is included in accounts payable and accrued expenses in the balance sheet
of the financial statements included elsewhere this Report.
Prior to the closing of our
Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses
related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of August 31, 2026
or the completion of our Initial Public Offering. The loan of $194,319 was fully repaid upon the consummation of our Initial Public Offering
on December 19, 2025. No additional borrowing is available under the IPO Promissory Note.
In addition, on order to fund
working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers
and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business
Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of
the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be
used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination
entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Other than as set forth above,
the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working
Capital Loans. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such Working Capital Loans. Prior to the completion of our initial Business Combination, we do not expect to seek
loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such
funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
We have until December 19,
20207, or until such earlier liquidation date as our Board may approve, to consummate our initial Business Combination. If we anticipate
that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to
amend our Amended and Restated Articles to extend the Combination Period. If we seek shareholder approval for an extension, our Public
Shareholders will be offered an opportunity to redeem their 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 thereon (less taxes payable, if any), divided by the number of
then issued and outstanding Public Shares, subject to applicable law.
48
Any of the foregoing payments
to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination
have been and will continue to be made using funds held outside the Trust Account.
After our initial Business
Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company
with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer
materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as
it will be up to the directors of the post-combination business to determine executive and director compensation.
The
holders of (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private placement-equivalent warrants issued in connection
with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration
rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder
Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up
to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback”
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one
occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may
participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration
Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
Our
Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, 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 Combination Period.
Additionally,
pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles
to modify (i) 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 the Combination Period or (ii) any other
material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public
Shareholders with the opportunity to redeem their Public 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 and
not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Director Independence
Nasdaq Rules require that
a majority of our Board of Directors be independent within one year of our Initial Public Offering. An “independent director”
is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).
Our Board of Directors has determined that each of Kumar Dandapani, Sean O’Malley, and Jonathan Bier are “independent directors”
as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent
directors are present.
Item
14 . Principal Accountant Fees and Services.
The following is a summary
of fees paid or to be paid to Withum for services rendered.
49
Audit Fees
Audit fees consist of the
aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided
by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of
our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and
other required filings with the SEC for the period from June 27, 2025 (inception) through December 31, 2025 totaled approximately $123,830.
The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.
Audit-Related Fees
Audit-related fees consist
of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our
financial statements and are not reported under “Audit Fees.” These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum any audit-related
fees the period from June 27, 2025 (inception) through December 31, 2025.
Tax Fees
Tax
fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice.
We did not pay Withum for tax services, planning or advice for the period from June 27, 2025 (inception) through December 31, 2025.
All Other Fees
All
other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for
the period from June 27, 2025 (inception) through December 31, 2025.
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 performed and 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).
50
PART IV
Item
15. Exhibit and Financial Statement Schedules.
(a)
The following documents are filed as part of this Report:
(1) Financial
Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number
100)
F-2
Financial Statements:
Balance Sheet as of December 31, 2025
F-3
Statement of Operations for the Period from June 27, 2025 (Inception)
Through December 31, 2025
F-4
Statement of Changes in Shareholders’ Deficit for the Period from
June 27, 2025 (Inception) Through December 31, 2025
F-5
Statement of Cash Flows for the Period from June 27, 2025 (Inception)
Through December 31, 2025
F-6
Notes to Financial Statements
F-7 to F-18
(2)
Financial Statement Schedules
All financial statement schedules
are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in
the financial statements and notes thereto beginning on page F-1 of this Report.
(3)
Exhibits
We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on
the SEC website at www.sec.gov.
Item
16. Form 10-K Summary.
Omitted at our Company’s
option.
51
LAUNCHPAD CADENZA ACQUISITION CORP
I
INDEX
TO FINANCIAL STATEMENT
Report of Independent Registered
Public Accounting Firm (PCAOB ID Number 100)
F-2
Financial Statement:
Balance Sheet as of December
31, 2025
F-3
Statement of Operation
for the Period from June 27, 2025 (Inception) Through December 31, 2025
F-4
Statement of Changes
in Shareholders’ Deficit for the Period from June 27, 2025 (Inception) Through December 31, 2025
F-5
Statement of Cash Flows
for the Period from June 27, 2025 (Inception) Through December 31, 2025
F-6
Notes to Financial Statements
F-7 to F-18
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors
of
Launchpad Cadenza Acquisition Corp I:
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Launchpad Cadenza Acquisition Corp I as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from June 27, 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 Launchpad Cadenza Acquisition Corp I as of December 31, 2025, and the results of its operations and its cash flows for the period from June 27, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the entity’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Launchpad Cadenza Acquisition Corp I 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. Launchpad Cadenza Acquisition Corp I is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as Launchpad Cadenza Acquisition Corp I's auditor since 2025.
New York, New York
March 27, 2026
PCAOB ID Number 100
F- 2
LAUNCHPAD CADENZA ACQUISITION CORP I
BALANCE SHEET
DECEMBER 31, 2025
Assets
Current assets
Cash $ 1,270,396
Due from Sponsor 25,000
Prepaid expenses 65,879
Total current assets 1,361,275
Long-term prepaid insurance 124,017
Marketable securities held in Trust Account 230,231,978
Total Assets $ 231,717,270
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Accrued expenses $ 14,471
Accrued offering costs 93,763
Total current liabilities 108,234
Deferred underwriting fee 10,950,000
Total Liabilities 11,058,234
Commitments and Contingencies (Note 6)
Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value; 23,000,000 shares at redemption value of $ 10.01 per share 230,231,978
Shareholders’ Deficit
Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding —
Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) —
Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding 575
Additional paid-in capital —
Accumulated deficit ( 9,573,517 )
Total Shareholders’ Deficit ( 9,572,942 )
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 231,717,270
The accompanying notes are an integral part
of the financial statements.
F- 3
LAUNCHPAD CADENZA ACQUISITION CORP I
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JUNE 27, 2025 (INCEPTION)
THROUGH DECEMBER 31, 2025
General and administrative expenses $ 126,500
Loss from operations ( 126,500 )
Other income:
Interest earned on marketable securities held in Trust Account 231,978
Total other income, net 231,978
Net income $ 105,478
Weighted average shares outstanding of Class A Ordinary Shares 1,475,936
Basic net income per Ordinary Share, Class A Ordinary Shares $ 0.02
Weighted average shares outstanding of Class A Ordinary Shares 1,475,936
Diluted net income per Ordinary Share, Class A Ordinary Shares $ 0.02
Weighted average shares outstanding of Class B Ordinary Shares 5,048,128
Basic net income per Ordinary Share, Class B Ordinary Shares $ 0.02
Weighted average shares outstanding of Class B Ordinary Shares 5,364,973
Diluted net income per Ordinary Share, Class B Ordinary Shares $ 0.02
The accompanying notes are an integral part
of the financial statements.
F- 4
LAUNCHPAD CADENZA ACQUISITION CORP I
STATEMENT OF CHANGES IN SHAREHOLDERS’
DEFICIT
FOR THE PERIOD FROM JUNE 27, 2025 (INCEPTION)
THROUGH DECEMBER 31, 2025
Class A
Class B
Additional
Total
Ordinary Shares
Ordinary Shares
Paid-in
Accumulated
Shareholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance — June 27, 2025 (Inception) — $ — — $ — $ — $ — $ —
Issuance of Class B Ordinary Shares — — 5,750,000 575 24,425 — 25,000
Accretion of Class A Ordinary Shares to redemption amount — — — — ( 8,868,009 ) ( 9,678,995 ) ( 18,547,004 )
Sale of 4,116,667 Private Placement Warrants — — — — 6,175,000 — 6,175,000
Fair value of Public Warrants at issuance — — — — 2,882,667 — 2,882,667
Allocated value of transaction costs to Class A Ordinary Shares — — — — ( 214,083 ) — ( 214,083 )
Net income — — — — — 105,478 105,478
Balance – December 31, 2025 — $ — 5,750,000 $ 575 $ — $ ( 9,573,517 ) $ ( 9,572,942 )
The accompanying notes are an integral part
of the financial statements.
F- 5
LAUNCHPAD CADENZA ACQUISITION CORP I
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 27, 2025 (INCEPTION)
THROUGH DECEMBER 31, 2025
Cash Flows from Operating Activities:
Net income $ 105,478
Adjustments to reconcile net income to net cash used in operating activities:
Operating costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares 8,026
Payment of general and administrative expenses through promissory note – related party 61,304
Interest earned on cash and marketable securities held in Trust Account ( 231,978 )
Changes in operating assets and liabilities:
Prepaid expenses ( 45,879 )
Long-term prepaid insurance ( 124,017 )
Accrued expenses 14,471
Net cash used in operating activities ( 212,595 )
Cash Flows from Investing Activities:
Investment of cash into Trust Account ( 230,000,000 )
Net cash used in investing activities ( 230,000,000 )
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid 226,000,000
Proceeds from sale of Private Placements Warrants 6,175,000
Due from Sponsor ( 25,000 )
Repayment of promissory note - related party ( 194,319 )
Payment of offering costs ( 472,690 )
Net cash provided by financing activities 231,482,991
Net Change in Cash 1,270,396
Cash - Beginning of period —
Cash - End of period $ 1,270,396
Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs $ 93,763
Offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares $ 16,974
Deferred offering costs paid through promissory note - related party $ 113,015
Prepaid services paid by Sponsor through the promissory note – related party $ 20,000
Deferred underwriting fee payable $ 10,950,000
The accompanying notes are an integral part
of the financial statements.
F- 6
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
Note 1 — Organization and Business Operations
Launchpad Cadenza Acquisition Corp I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on June 27, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target.
As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 27, 2025 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on 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 December 17, 2025. On December 19, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A Ordinary Shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 . Each Unit consists of one Class A Ordinary Share and one-third of one redeemable warrant (each, a “Public Warrant”).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,116,667 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $ 1.50 per Private Placement Warrant, in a private placement to the Company’s sponsor, Launch Sponsor LLC (the “Sponsor”), and Cantor Fitzgerald & Co., the representative of the underwriters, generating gross proceeds of $ 6,175,000 . Each Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment. Of those 4,116,667 Private Placement Warrants, the Sponsor purchased 2,783,334 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,333,333 Private Placement Warrants.
Transaction costs amounted to $ 15,646,442 , consisting of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee, and $ 696,442 of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).
The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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”). There is no assurance that the Company will be able to successfully effect a Business Combination.
F- 7
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Following the closing of the Initial Public Offering, on December 19, 2025, an amount of $ 230,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any (other than excise or similar taxes), and up to $ 100,000 of interest income to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors (the “Board”) may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the 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 (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s Public Shareholders.
The Company will provide the Company’s Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial 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 shares 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 taxes payable (other than excise or similar taxes)), divided by the number of then outstanding Public Shares, subject to the limitations. The Company will not use the proceeds placed in the Trust Account, or the interest earned on the proceeds placed in the Trust Account, to pay for possible excise or similar taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by the Company, prior to the release of such funds from the Trust Account upon the initial Business Combination. The amount in the Trust Account is initially invested at $ 10.00 per Public Share.
The Ordinary Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten 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 taxes payable (other than excise or similar taxes) and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
F- 8
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination; (ii) 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; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the 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 the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.
The Company’s 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 share due to reductions in the value of the trust assets, less taxes payable (other than excise or similar taxes), 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 Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.
Liquidity and Capital Resources
As of December 31, 2025, the Company had $ 1,270,396 of cash and working capital surplus of $ 1,253,041 .
The Company initially has until December 19, 2027 to consummate the initial Business Combination (assume no extensions). If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that Business Combination might not happen within the 24-month period from the date of the Initial Public Offering.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financials Statements – Going Concern,” the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of the accompanying financial statements. The Company cannot assure investors that its plans to consummate an Initial Business Combination will be successful.
The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to its initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of its Public Shares upon completion of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
F- 9
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
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 these 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, liabilities and expenses and disclosure of contingent assets, liabilities and expenses at the date of the financial statements.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 1,270,396 in cash and no cash equivalents as of December 31, 2025.
Marketable Securities Held in Trust Account
The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities, which are presented at fair value. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At December 31, 2025, the assets held in the Trust Account of $ 230,231,978 were held in money market funds.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
F- 10
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Warrant Instruments
The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
Gross proceeds $ 230,000,000
Less:
Proceeds allocated to Public Warrants ( 2,882,667 )
Public Shares issuance costs ( 15,432,359 )
Plus:
Accretion of carrying value to redemption value 18,547,004
Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 230,231,978
Net Income per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Income and losses are shared pro rata to the shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.
F- 11
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The calculation of diluted income per Ordinary Share does not consider the effect of the warrants (as defined in Note 1) issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Warrants, since the average stock price of the Company’s Ordinary Shares for the period from June 27, 2025 (inception) through December 31, 2025 was less than the exercise price and therefore, the inclusion of such warrants under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The warrants are exercisable to purchase 23,000,000 shares of Ordinary Shares in the aggregate. As of December 31, 2025, the Company did not 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 net income per Ordinary Share is the same as basic net income per Ordinary Share for the period presented.
The following table reflects the calculation of basic and diluted net income per Ordinary Share:
For the Period from June 27,
2025 (Inception) Through
December 31, 2025
Class A Class B
Basic net income per Ordinary Share:
Numerator:
Allocation of net income $ 23,862 $ 81,616
Denominator:
Basic weighted average Ordinary Shares outstanding 1,475,936 5,048,128
Basic net income per Ordinary Share $ 0.02 $ 0.02
For the Period from June 27,
2025 (Inception) Through
December 31, 2025
Class A Class B
Diluted net income per Ordinary Share:
Numerator:
Allocation of net income $ 22,757 $ 82,721
Denominator:
Diluted weighted average Ordinary Shares outstanding 1,475,936 5,364,973
Diluted net income per Ordinary Share $ 0.02 $ 0.02
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3 — Initial Public Offering
In the Initial Public Offering on December 19, 2025, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Class A Ordinary Share, and one-third of one Public Warrant. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitgerald & Co. purchased an aggregate of 4,116,667 Private Placement Warrants, at a price of $ 1.50 per Private Placement Warrant, or $ 6,175,000 in the aggregate, in a private placement. Of those 4,116,667 Private Placement Warrants, the Sponsor purchased 2,783,334 Private Placement Warrants and Cantor Fitgerald & Co. purchased 1,333,333 Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment.
F- 12
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co., or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor Fitzgerald & Co., will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).
Note 5 — Related Party Transactions
Founder Shares
On August 18, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 Class B Ordinary Shares (the “Founder Shares”) to the Sponsor. Up to 750,000 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option was exercised. On December 19, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture.
The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up.
Promissory Note — Related Party
On August 18, 2025, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of August 31, 2026 or the closing of the Initial Public Offering. On December 19, 2025, the Company repaid the total outstanding balance of the promissory note amounting to $ 194,319 . Borrowings under the note are no longer available.
Due from Sponsor
The Company paid the Sponsor an amount of $ 25,000 in excess of the outstanding promissory note balance at the closing of the Initial Public Offering. The excess payment of $ 25,000 is denoted as a due from Sponsor on the accompanying balance sheet as of December 31, 2025, and it is expected to be repaid in the first quarter of 2026.
Administrative Services Agreement
The Company entered into an agreement with Launch Management Sponsor LLC, an affiliate of the Sponsor, and Cadenza Ventures Management Company, LLC, an affiliate of the Chief Executive Officer and the Chairman of the Board, commencing on December 17, 2025 through the earlier of the Company’s consummation of initial Business Combination and its liquidation, to pay Launch Management Sponsor LLC and Cadenza Ventures Management Company, LLC an aggregate of $ 25,000 per month ($ 12,500 each) for office space, utilities, secretarial and administrative support services. For the period from June 27, 2025 (inception) through December 31, 2025, the Company incurred $ 12,500 in fees for these services, and such amount is included in accrued expenses in the accompanying balance sheet.
F- 13
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $ 1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2025, no such Working Capital Loans were outstanding.
Note 6 — Commitments and Contingencies
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and other in and the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants and Private Placement Warrants that may be issued upon conversion of the 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 initial Business Combination pursuant to a registration rights agreement signed on December 17, 2025. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. In addition, Cantor Fitzgerald & Co. may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters were granted a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On December 19, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,000,000 Units at a price of $ 10.00 per Unit.
The underwriters were entitled to a cash underwriting discount 2.0 % of the gross proceeds of the units offered in the Initial Public Offering, excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option, or $ 4,000,000 in the aggregate, which was paid at the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting discount of 4.50 % of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50 % of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or $ 10,950,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.
Note 7 — Shareholders’ Deficit
Preference Shares
The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025, there were no preference shares issued or outstanding.
F- 14
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Class A Ordinary Shares
The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 shares subject to possible redemption.
Class B Ordinary Shares
The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each. As of December 31, 2025, there were 5,750,000 Class B Ordinary Shares issued and outstanding.
The Founder Shares will automatically convert into Class A Ordinary Shares (such Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) concurrently with or immediately following the consummation of the initial Business Combination or earlier 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 the 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, 20 % of the sum of (i) all Ordinary Shares issued and outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A Ordinary Shares by Public Shareholders in connection with an initial Business Combination and any redemptions of Class A Ordinary Shares by Public Shareholders in connection with any amendment to the amended and restated memorandum and articles of association made prior to the consummation of the initial Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-Business Combination activity; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Holders of record of the Company’s Class A Ordinary Shares and Class B Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company 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). Holders of the Class A Ordinary Shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
F- 15
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Warrants
As of December 31, 2025, there were 11,783,334 Warrants outstanding, including 7,666,667 Public Warrants and 4,116,667 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying such unit.
Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s 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 th ) 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. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 : The Company may redeem the outstanding warrants:
● 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 (the “30-day redemption period”); and
● 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) 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.
F- 16
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Class A Ordinary Shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten ( 10 ) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
Note 8 — Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Level 1 assets include investments in money market funds that invest solely in U.S. government securities. At December 31, 2025, assets held in the Trust Account were comprised of $ 230,231,978 in money market funds, which were invested primarily in U.S. government securities.
At issuance, the fair value of the Public Warrants is $ 2,882,667 , or $ 0.376 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the Public Warrants:
December 19,
2025
Underlying stock price $ 9.86
Exercise price $ 11.50
Volatility 5.00 %
Remaining term (in years) 7.00
Risk-free rate 3.84 %
Implied market adjustment 31.3 %
F- 17
LAUNCHPAD CADENZA ACQUISITION CORP I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 9 — 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 for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that 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 statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics as follows:
December 31,
2025
Cash $ 1,270,396
Cash and marketable securities held in Trust Account $ 230,231,978
For the
Period from
June 27, 2025
(Inception)
Through
December 31,
2025
General and administrative expenses $ 126,500
Interest earned on cash and marketable securities held in Trust Account $ 231,978
The CODM reviews interest earned on cash and marketable securities held in Trust Account to measure and monitor shareholders’ value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative costs 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 statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income are reported on the statement of operation and described within their respective disclosures.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date up to the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.
F- 18
EXHIBIT INDEX
No.
Description of Exhibit
1
Underwriting Agreement, dated December 17, 2025, by and between the Company and Cantor, as representative of the Underwriters. (2)
3
Amended and Restated Memorandum and Articles of Association of the Company. (2)
4.1
Specimen Unit Certificate. (1)
4.2
Specimen Class A Ordinary Share Certificate. (1)
4.3
Specimen Warrant Certificate (Included in Exhibit 4.4). (1)
4.4
Warrant Agreement, dated December 17, 2025, by and between the Company and Continental, as warrant agent. (2)
4.5
Description of Registered Securities.*
10.1
Promissory Note, dated August 18, 2025, issued by the Company to the Sponsor. (1)
10.2
Securities Subscription Agreement, dated August 18, 2025, by and between the Company and the Sponsor. (1)
10.3
Form of Indemnity Agreement. (1)
10.4
Investment Management Trust Agreement, dated December 17, 2025, by and between the Company and Continental, as trustee. (2)
10.5
Registration Rights Agreement, dated December 17, 2025, by and among the Company and certain security holders. (2)
10.6
Private Placement Warrants Purchase Agreement, dated December 17, 2025, by and between the Company and the Sponsor. (2)
10.7
Private Placement Warrants Purchase Agreement, dated December 17, 2025, by and between the Company and Cantor. (2)
10.8
Letter Agreement, dated December 17, 2025, by and among the Company, its officers, its directors and the Sponsor. (2)
10.9
Administrative Services Agreement, dated December 17, 2025, by and between the Company and Launch Management Sponsor LLC. (2)
10.10
Administrative Services Agreement, dated December 17, 2025, by and between the Company and Cadenza Ventures Management Company, LLC. (2)
14
Form of Business Conduct and Code of Ethics, adopted December 15, 2025.(1)
19
Insider Trading Policies and Procedures, effective December 17, 2025.*
31.1
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2
Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
97
Executive Compensation Clawback Policy, adopted December 15, 2025.*
99.1
Audit Committee Charter. (1)
99.2
Compensation Committee Charter. (1)
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*
* Filed herewith.
** Furnished herewith.
(1) Incorporated
by reference to the Company’s Registration Statement on Form S-1 (File No. 333-291425), filed with the SEC on November 10, 2025.
(2) Incorporated
by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 22, 2025.
52
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.
March 27, 2026
Launchpad Cadenza Acquisition Corp I
By:
/s/ Max Shapiro
Name:
Max Shapiro
Title:
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Name
Position
Date
/s/ Max Shapiro
Chief Executive Officer and Director
March 27, 2026
Max Shapiro
(Principal Executive Officer)
/s/ Jurgen van de Vyver
Chief Financial Officer
March 27, 2026
Jurgen van de Vyver
(Principal Financial and Accounting Officer)
/s/ Kumar Dandapani
Chairman of the Board
March 27, 2026
Kumar Dandapani
/s/ Sean O’Malley
Director
March 27, 2026
Sean O’Malley
/s/ Jonathan Bier
Director
March 27, 2026
Jonathan Bier
53