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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 128 added, 62 removed, 414 unchanged (31% of the section changed)

Financial Statements

ACQUISITION CORPORATION

MCKINLEY ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

21 unchanged sentences

Class A ordinary shares subject to redemption, $ 0.0001 par value;

17,250,000 shares issued and outstanding at redemption value of $ 10.24 and $ 10.15 per share as of March 31, 2026 and December 31, 2025, respectively 176,657,691 175,137,749

17,250,000 shares issued and outstanding at redemption value of $ 10.33 and $ 10.15 per share as of June 30, 2026 and December 31, 2025, respectively 178,185,780 175,137,749

Shareholders’ Deficit

13 unchanged sentences

Total Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit $ 179,336,091 176,922,057

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORPORATION

The accompanying notes are an integral part of these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

March 27, 2025

For the Three Months Ended

(Inception) Through

March 31, 2026

March 31, 2025

Loss from operations:

8 unchanged sentences

Net income (loss) $ 899,136 $ ( 54,820 ) $ 2,185,631 $ ( 63,421 )

Basic weighted average Class A ordinary shares subject to possible redemption outstanding 17,250,000 —

Basic net income per Class A ordinary shares subject to possible redemption $ 0.05 $ —

Basic weighted average Class A & Class B ordinary shares not subject to possible redemption outstanding 7,055,603 —

Basic net income per Class A & Class B ordinary shares not subject to possible redemption $ 0.05 $ —

Diluted weighted average Class A ordinary shares subject to possible redemption outstanding 17,250,000 —

Diluted net income per Class A ordinary shares subject to possible redemption $ 0.05 $ —

Diluted weighted average Class A & Class B ordinary shares not subject to possible redemption outstanding 7,055,603 —

Diluted net income per Class A & Class B ordinary shares not subject to possible redemption $ 0.05 $ —

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORPORATION

Basic and diluted weighted average Class A ordinary shares subject to possible redemption outstanding 17,250,000 — 17,250,000 —

Basic and diluted net income per Class A ordinary shares subject to possible redemption $ 0.04 $ — $ 0.09 $ —

Basic and diluted weighted average Class A & Class B ordinary shares not subject to possible redemption outstanding 7,055,603 5,689,655 7,055,603 5,689,655

Basic and diluted net income (loss) per Class A & Class B ordinary shares not subject to possible redemption $ 0.04 $ ( 0.01 ) $ 0.09 $ ( 0.01 )

The accompanying notes are an integral part of these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

ordinary shares

6 unchanged sentences

Balance as of March 31, 2026 551,250 56 6,543,103 654 ( 500,000 ) — ( 3,212,199 ) ( 3,711,489 )

Remeasurement of Class A ordinary shares to redemption value — — — — — — ( 1,528,089 ) ( 1,528,089 )

Net income — — — — — — 899,136 899,136

Balance as of June 30, 2026 551,250 $ 56 6,543,103 $ 654 $ ( 500,000 ) $ — $ ( 3,841,152 ) $ ( 4,340,442 )

(1) As a result of the underwriters full exercise of the underwriters’ over-allotment option, the underwriters are entitled to additional deferred underwriting commissions of 3.0 % from the gross proceeds from the sale of the additional 2,250,000 Units, or $ 675,000 .

As such, the Company recorded an adjustment of $ 675,000 to increase the deferred underwriting commission payable to $ 5,175,000 .

FOR THE PERIOD FROM MARCH 27, 2025

(INCEPTION) THROUGH MARCH 31, 2025

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND FOR THE PERIOD FROM MARCH 27, 2025 (INCEPTION) THROUGH JUNE 30, 2025

ordinary shares

4 unchanged sentences

Balance as of March 31, 2025 — — — — — — ( 8,601 ) ( 8,601 )

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORPORATION

Issuance of Class B ordinary shares to Sponsor (1) — — 6,543,103 654 — 24,346 — 25,000

Net loss — — — — — — ( 54,820 ) ( 54,820 )

Balance as of June 30, 2025 — — 6,543,103 $ 654 $ — $ 24,346 $ ( 63,421 ) $ ( 38,421 )

(1) Includes an aggregate of up to 853,448 Class B ordinary shares, $ 0.0001 par value subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 6).

The accompanying notes are an integral part of these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

March 27, 2025

14 unchanged sentences

Proceeds from promissory note – related party — 121,210

Payment of offering costs ( 34,701 )

Net cash provided by financing activities — 111,509

5 unchanged sentences

Increase to deferred underwriting commissions due to exercise of over-allotment option $ 675,000 $ —

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORPORATION

Deferred offering costs included in accrued offering costs $ — $ 25,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

MCKINLEY ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Note 1 — Organization and Business Operations

2 unchanged sentences

The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of March 31, 2026, the Company had not yet commenced operations.

All activity for the period from March 27, 2025 (inception) through March 31, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, seeking a target business to acquire.

As of June 30, 2026, the Company had not yet commenced operations.

All activity for the period from March 27, 2025 (inception) through June 30, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, seeking a target business to acquire.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

36 unchanged sentences

Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

On July 30, 2026, the Company, McKinley Acquisition Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Space-Eyes, Inc., a Delaware corporation (“Space-Eyes”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), contemplating several transactions in connection with which the Company will become the parent company of Space-Eyes (see Note 10).

Going Concern and Liquidity

As of March 31, 2026, the Company had $ 1,410,014 of cash and working capital of $ 1,438,915 .

As of June 30, 2026, the Company had $ 1,027,588 of cash and working capital of $ 826,791 .

Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, Going Concern Considerations, as of March 31, 2026, the Company does not have sufficient liquidity to meet its obligations for a reasonable period of time which is considered to be one year from the date of the issuance of the financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, Going Concern Considerations, as of June 30, 2026, the Company does not have sufficient liquidity to meet its obligations for a reasonable period of time which is considered to be one year from the date of the issuance of the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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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 $ 1,410,014 and $ 1,663,042 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Cash Held in Trust Account

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 176,657,691 and $ 175,137,749 , respectively, were held in a demand deposit account.

The Company had $ 1,027,588 and $ 1,663,042 in cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Cash and United States Treasury Bills Held in Trust Account

As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 178,185,780 and $ 175,137,749 , respectively, were held in United States Treasury Bills and a demand deposit account, respectively.

Concentration of Credit Risk

3 unchanged sentences

The Company had a $ 8,026 receivable from the Sponsor as of December 31, 2025 (see Note 6).

The amount was repaid in full with no amounts outstanding as of March 31, 2026.

The amount was repaid in full with no amounts outstanding as of June 30, 2026.

Deferred Offering Costs

25 unchanged sentences

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.

As of June 30, 2026 and 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.

5 unchanged sentences

The Company has assessed the impact of ASU 2023-09 and determined there is no material impact on its financial position, results of operations or cash flows.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBA”).

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

12 unchanged sentences

The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of June 30, 2026 and December 31, 2025, Class A ordinary shares subject to redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Class A ordinary shares subject to redemption at December 31, 2025 175,137,749

1 unchanged sentence

Class A ordinary shares subject to redemption at March 31, 2026 176,657,691

Accretion of Class A ordinary shares subject to redemption 1,528,089

Class A ordinary shares subject to redemption at June 30, 2026 $ 178,185,780

Net Income per Ordinary Share

5 unchanged sentences

For the Three Months Ended

March 31, 2026

ordinary shares Non-redeemable

ordinary shares Redeemable

ordinary shares Non-redeemable

ordinary shares

Basic and diluted net income per ordinary share

Allocation of net income $ 913,042 $ 373,453

Allocation of net income (loss) $ 638,128 $ 261,008 $ — $ ( 54,820 )

Basic and diluted weighted average shares outstanding 17,250,000 7,055,603 — 5,689,655

Basic and diluted net income (loss) per ordinary share $ 0.04 $ 0.04 $ — ( 0.01 )

Ended For the

March 27, 2025

June 30, June 30,

ordinary shares Non-redeemable

ordinary shares Redeemable

ordinary shares Non-redeemable

ordinary shares

Basic and diluted net income per ordinary share

There were no redeemable Class A ordinary shares or non-redeemable Class A and Class B ordinary shares issued and outstanding as of March 31, 2025.

As such, there are no earnings per share to report for the period from March 27, 2025 (inception) through March 31, 2025.

Allocation of net income (loss) $ 1,551,171 $ 634,460 $ — $ ( 63,421 )

Basic and diluted weighted average shares outstanding 17,250,000 7,055,603 — 5,689,655

Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ — ( 0.01 )

There were no redeemable Class A ordinary shares issued and outstanding as of June 30, 2025.

As such, there are no earnings per redeemable Class A ordinary shares to report for the three months ended June 30, 2025 or for the period from March 27, 2025 (inception) through June 30, 2025.

The Company accounts for the Public and Private Placement Rights 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”.

2 unchanged sentences

The Company identified an error in the balance of the deferred underwriting fee commissions as of December 31, 2025 as a result of the exercise of the underwriters’ over-allotment option on August 15, 2025.

The Company recorded an out of period adjustment to the financial statements as of, and for the three months ended, March 31, 2026 of $ 675,000 to adjust the balance from 4,500,000 as of December 31, 2025 to $ 5,175,000 as of March 31, 2026.

The Company recorded an out of period adjustment to the financial statements as of, and for the six months ended, June 30, 2026 of $ 675,000 to adjust the balance from 4,500,000 as of December 31, 2025 to $ 5,175,000 as of June 30, 2026.

The adjustment appropriately reflects the underwriters’ entitlement to deferred commissions of 3.0 % of the proceeds generated from the 15,000,000 Units sold in the Initial Public Offering and 2,250,000 Units sold pursuant to the underwriter’s over-allotment option.

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When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

2026 December 31,

Cash $ 1,027,588 $ 1,663,042

1 unchanged sentence

Total Assets $ 179,336,091 $ 176,922,057

Three Months Ended

March 27, 2025

March 31, 2025

For the Three Months Ended

June 30, For the

June 30, (Inception) Through June 30,

2026 2025 2026 2025

Net loss from operations $ ( 628,953 ) $ ( 54,820 ) $ ( 862,400 ) $ ( 63,421 )

26 unchanged sentences

Payments commence on the effective date of the registration statement for the Initial Public Offering until the earlier of the Company’s consummation of an initial Business Combination or its liquidation.

For the three months ended March 31, 2026 and for the period from March 27, 2025 (inception) through March 31, 2025, the Company incurred $ 30,000 and $ 0 of fees under the administrative services agreement, respectively.

As of March 31, 2026 and December 31, 2025, the Company has made payments of $ 42,000 and $ 24,000 , respectively, and applied $ 8,176 and $ 22,452 of the due from related party balance against unpaid amounts, respectively resulting in an administrative services agreement payable of $ 3,824 and $ 0 as of March 31, 2026 and December 31, 2025, respectively.

For the three and six months ended June 30, 2026, the Company incurred $ 30,000 and $ 60,000 of fees under the administrative services agreement, respectively.

As of June 30, 2026 and December 31, 2025, the Company has made payments of $ 60,000 and $ 24,000 , respectively, and applied $ 8,176 and $ 22,452 of the due from related party balance against unpaid amounts, respectively resulting in an administrative services agreement payable of $ 15,824 and $ 0 as of June 30, 2026 and December 31, 2025, respectively.

No amounts were incurred or outstanding for the three months ended June 30, 2025 or for the period from March 27, 2025 (inception) through June 30, 2025.

Promissory Note — Related Party

4 unchanged sentences

In connection with the consummation of the Initial Public Offering and private placement on August 13, 2025, $ 185,000 of proceeds were used to repay the A&R Note in full, resulting in an overpayment of $ 30,478 which is recorded on the balance sheet as a related party receivable on August 13, 2025.

The overpayment is accounted for as a prepayment for the administrative services agreement of which $ 8,176 (inclusive of an additional $ 150 invoice payment made on behalf of a related party during the three months ended March 31, 2026) and $ 22,452 has been applied for the three months ended March 31, 2026 and for the period from March 27, 2025 (inception) through December 31, 2025, respectively, resulting in a remaining prepayment $ 0 and of $ 8,026 as of March 31, 2026 and December 31, 2025, respectively, recorded in due from related party.

The overpayment is accounted for as a prepayment for the administrative services agreement of which $ 8,176 (inclusive of an additional $ 150 invoice payment made on behalf of a related party during the six months ended June 30, 2026) resulting in a remaining prepayment $ 0 and of $ 8,026 as of June 30, 2026 and December 31, 2025, respectively, recorded in due from related party.

Borrowings under the Note and A&R Note are no longer available subsequent to the consummation of the Initial Public Offering.

2 unchanged sentences

At the closing of an initial Business Combination, the Company will cancel the number of Private Placement Units proportional to the amount not drawn under the Private Placement Units Note and the Private Placement Units Note will be canceled.

The Private Placement Units Note was not yet issued and there are no amounts outstanding as of March 31, 2026 and December 31, 2025.

The Private Placement Units Note was not yet issued and there are no amounts outstanding as of June 30, 2026 and December 31, 2025.

Related Party Loans

3 unchanged sentences

If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such loans may be convertible into private placement-equivalent units of the post-Business Combination entity at a price of $ 10.00 per unit (“Working Capital Units”), with each unit comprised of one Class A ordinary shares (“Working Capital Share”) and one right to receive one-tenth (1/10 th ) of one Class A ordinary share upon the consummation of an initial Business Combination.

As of March 31, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

Note 7 — Commitments and Contingencies

12 unchanged sentences

The underwriters were paid a cash underwriting discount of $ 0.10 per Unit, or $ 1,500,000 in the aggregate, upon the closing of the Initial Public Offering.

In addition, the underwriters are entitled to a contingent, deferred fee of $ 0.30 per Unit, or $ 4,500,000 from the Units sold in the Initial Public Offering and $ 675,000 from the Units sold pursuant to the underwriter’s exercise of the over-allotment option in full, resulting in deferred underwriting commissions payable of $ 5,175,000 in the aggregate as of March 31, 2026.

The contingent, deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

7 unchanged sentences

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 239,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At March 31, 2026 and December 31, 2025, there were 17,801,250 Class A ordinary shares issued and outstanding, including 17,250,000 Class A ordinary shares subject to redemption.

At June 30, 2026 and December 31, 2025, there were 17,801,250 Class A ordinary shares issued and outstanding, including 17,250,000 Class A ordinary shares subject to redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 10,000,000 Class B ordinary shares at par value of $ 0.0001 each.

On April 9, 2025, the Company issued 6,543,103 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.004 per share.

As of March 31, 2026 and December 31, 2025, there were 6,543,103 Class B ordinary shares issued and outstanding.

As of June 30, 2026 and December 31, 2025, there were 6,543,103 Class B ordinary shares issued and outstanding.

The Founder Shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

14 unchanged sentences

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands Law.

As a result, holders must hold rights in multiples of eight in order to receive shares for all of their rights upon closing of a Business Combination.

As a result, holders must hold rights in multiples of ten in order to receive shares for all of their rights upon closing of a Business Combination.

If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

5 unchanged sentences

Recurring Fair Value Measurements

The following table presents information about the Company’s recurring fair value measurements as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level March 31,

Cash held in Trust Account 1 $ 176,657,691

The following table presents information about the Company’s recurring fair value measurements as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level June 30,

Cash and United States Treasury Bills held in Trust Account 1 $ 178,185,780

Level December 31,

16 unchanged sentences

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after March 31, 2026, the balance sheet date, up to the date the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statements.

The Company evaluated subsequent events and transactions that occurred after June 30, 2026, the balance sheet date, up to the date the financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustments or disclosure in the financial statements, other than those disclosed below.

Business Combination Agreement

On July 30, 2026, the Company, Merger Sub and Space-Eyes entered into the Business Combination Agreement.

Pursuant to the terms of the Business Combination Agreement, prior to the Effective Time, the following will occur:

● The Company will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Law (the “Domestication”).

As a result of the Domestication, (i) each issued and outstanding Company Class A Ordinary Share and Company Class B Ordinary Share will convert on a one-for-one basis into shares of corresponding classes of common stock of the domesticated SPAC and (ii) each issued and outstanding Company Right will automatically convert, on a one-for-one basis, into the right to acquire one-tenth of one New Space-Eyes Common Stock.

● Concurrently with the Domestication, (i) the governing documents of the Company will be replaced by governing documents for the Delaware corporation and (ii) the Company will change its name to “Space-Eyes, Inc.”

● Following the Domestication, each issued and outstanding share of Domesticated Class B Common Stock will convert automatically, on a one-for-one basis, into shares of New Space-Eyes Common Stock.

● Following the Domestication, each issued and outstanding share of Domesticated SPAC Common Stock is referred to as New Space-Eyes Common Stock.

Pursuant to the terms of the Business Combination Agreement, at the Effective Time, the following will occur:

● Merger Sub will merge with and into Space-Eyes, with Space-Eyes continuing as the surviving corporation.

As a result, Space-Eyes will become a wholly owned subsidiary of the Company.

● Each of the issued and outstanding Space-Eyes Notes, as defined below, held immediately prior to the Closing will be converted into shares of New Space-Eyes Common Stock at a conversion price of $5.50 per share in accordance with the terms of the Space-Eyes Notes.

● Each issued and outstanding share of Space-Eyes Common Stock will be cancelled and converted into the right to receive a number of shares of New Space-Eyes Common Stock determined in accordance with the Exchange Ratio.

The Exchange Ratio is determined as (A) the Aggregate Transaction Consideration, less the number of shares of New Space-Eyes Common Stock issued pursuant to the conversion of the Notes, divided by (B) the number of issued and outstanding shares of Space-Eyes Common Stock immediately prior to the Effective Time.

The Aggregate Transaction Consideration consists of (i) 27,500,000 shares of New Space-Eyes Common Stock, determined as the quotient of the Company Equity Value of $275.0 million and $10.00, minus.

● Each share of Space-Eyes Common Stock held as treasury shares, if any, will be canceled without any conversion, payment, or distribution.

● Each Domesticated Right will automatically convert into one-tenth of one share of New Space-Eyes Common Stock.

In connection with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement with Space-Eyes, the Company, and the directors and officers of the Company.

Pursuant to the Sponsor Support Agreement, the Sponsor agreed (i) to vote all of its Company Class B Ordinary Shares in favor of the Business Combination and the related proposals and (ii) to abstain from exercising any Redemption Rights in connection with the Business Combination.

Earn-Out Shares

Pursuant to the Business Combination Agreement, the Company shall issue to certain holders of Space-Eyes Common Stock an aggregate of up to 8,000,000 additional shares of New Space-Eyes Common Stock (the “Earn-Out Shares”) upon the achievement of one or more earnout milestones prior to the fifth anniversary of the Closing Date (the “Earn-Out Period”).

The Earn-Out Shares will become issuable based on the following milestones:

● One-third of the Earn-Out Shares shall be issuable if the VWAP of New Space-Eyes Common Stock equals or exceeds $12.50 per share over any twenty trading days within any thirty consecutive trading-day period.

● One-third of the Earn-Out Shares shall be issuable if the VWAP of New Space-Eyes Common Stock equals or exceeds $15.00 per share over any twenty trading days within any thirty consecutive trading-day period.

● One-third of the Earn-Out Shares shall be issuable if the VWAP of New Space-Eyes Common Stock equals or exceeds $17.50 per share over any twenty trading days within any thirty consecutive trading-day period

The number of shares of New Space-Eyes Common Stock constituting any Earnout-Share payment is subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and similar events after the Closing Date.

In the event of a change of control of New Space-Eyes prior to the end of the Earn-Out Period, any unachieved milestones will be deemed satisfied if the implied per-share transaction value (determined on a fully diluted basis, including all Earn-Out Shares and all outstanding and potentially issuable shares) equals or exceeds the applicable threshold, resulting in the issuance of the related Earn-Out Shares immediately prior to the closing of the change of control event.

Any remaining unearned Earn-Out Shares will be forfeited and no longer issuable.

PIPE Financing

On July 30, 2026, Space-Eyes, the Company, and funds managed, advised, or sub-advised by JBA Asset Management LLC (the “PIPE Investor”), entered into a Securities Purchase Agreement (the “SPA”), providing for an aggregate principal amount of up to approximately $83,660,130, with aggregate net proceeds to the Space-Eyes of up to $75,000,000.

The SPA provides for the issuance and sale of senior secured convertible notes (the “PIPE Notes”) in an aggregate principal amount of $5,882,352.94 at an initial closing, subject to the filing of a registration statement on Form S-4 in connection with the Merger.

The proceeds of the initial closing will be funded into a control account, to be released in certain circumstances.

The SPA also provides for the issuance of additional PIPE Notes in an aggregate principal amount of $77,777,777.78, together with warrants to purchase shares of common stock (the “PIPE Warrant”) at a subsequent closing, subject to certain conditions, that will occur concurrently with the Closing of the Merger.

The PIPE Warrant is legally issued at the Closing of the Merger and the maximum number of shares that the PIPE Warrant is exercisable for is determined based on the funding amount of the PIPE Notes.

At the subsequent closing, Space-Eyes is obligated to issue to the buyers a number of shares of common stock equal to 9.9% of the Company’s outstanding common stock immediately following the Merger (the “Subsequent Closing Shares”).

The buyers may apply such shares to satisfy share issuance obligations under the PIPE Notes.

Any such shares which are not used to satisfy share issuance obligations under the PIPE Notes will be returned upon the maturity date of the PIPE Notes.

The PIPE Notes bear interest at 10% per annum and mature in 2031.

The exercise price of the PIPE Warrant is $12.00 per share, subject to adjustment.

The PIPE Notes contain affirmative and negative covenants, including, among others, restrictions on additional indebtedness, liens, investments, distributions, asset transfers and transactions with affiliates, as well as minimum liquidity requirements.

The conversion price of the PIPE Notes is equal to (A) one thousand dollars ($1,000) divided by (B) the conversion rate.

The conversion rate is equal to $1,000 divided by the lower of (i) twelve dollars ($12.00) and (ii) one hundred twenty percent (120%) of the last reported sale price of the common stock on the closing of the Merger, subject to adjustment.

The securities issued under the SPA will be secured by a first priority security interest in substantially all tangible and intangible assets of Space-Eyes and its subsidiaries, together with control agreements over a controlled cash account.

Concurrently with the consummation of the Merger, the Company and the buyers will execute security agreements granting an equivalent first priority security interest in substantially all of the Company’s and its subsidiaries’ assets.

The initial closing of the SPA is conditioned on the execution of an intercreditor and subordination agreement among the Collateral Agent (as defined in the SPA), the agent for the holders of certain existing secured notes of Space-Eyes, and Space-Eyes, pursuant to which the existing secured indebtedness of Space-Eyes will be subordinated to the PIPE Notes.

In addition, concurrently with the consummation of the Merger, the PIPE Notes and the PIPE Warrant issued by Space-Eyes will automatically be exchanged for corresponding notes and warrants issued by the Company, on materially identical terms, and the Space-Eyes securities will be cancelled.

The foregoing description of the PIPE Financing does not purport to be complete and is qualified in its entirety by the terms and conditions of the SPA, the form of PIPE Notes and the form of Warrant, copies of which are filed as exhibits to the registration statement initially filed by the Company on August 12, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements