Muzero Acquisition Corp 10-K

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 Von Lam 45 Chief Executive Officer and Director Yuming Zou 44 Chief Financial Officer Patrick Aber 46 Chief Operating Officer and Director Steven Maksymyk 43 Chief Strategy Officer Sheldon Trainor-DeGirolamo 62 Chairman and Director Hope Ni 53 Director Derek Reisfield 63 Director The experience of our directors and executive officers is as follows: Von Lam has served as our Chief Executive Officer and director since inception. Mr. Lam has over 20 years of global technology venture capital, private equity, special situations credit investing and corporate development experience. Mr. Lam is the Founder and Managing Partner of Falcon Partners Limited (doing business as “Increment Capital”), an early-stage private technology investment firm incorporated in March 2016. Mr. Lam has also been a Managing Member of Innomatrix LLC, a digital infrastructure real estate development company, since March 2024. Before Falcon Partners Limited, Mr. Lam was a Managing Director at Acion Partners, an investment advisor, from March 2015 to June 2015. Prior to Acion Partners, Mr. Lam was a Director at UBS Asset Management from November 2012 to February 2015. Previously, from July 2007 to March 2011, Mr. Lam was a Vice President at Clearlake Capital Group, a U.S. private equity and special situations investment firm. Prior to Clearlake Capital Group, Mr. Lam was a technology private equity investor with Warburg Pincus from June 2005 to June 2007. Before Warburg Pincus, from December 2003 to May 2005, Mr. Lam served on Microsoft’s corporate development team. Mr. Lam started his career at JPMorgan in Investment Banking in August 2002, where he was an analyst in the syndicated and leveraged finance group until December 2003. From July 2021 to December 2024, Mr. Lam served as an independent non-executive director of eCargo Holdings Limited, a company previously listed on the Australian Securities Exchange (ASX:ECG). Mr. Lam graduated with an A.B., with honors, in Applied Mathematics and Economics from Harvard University in June 2002. We believe Mr. Lam is well qualified to serve as a director of our Company due to his extensive experience in global technology investment, corporate development, and capital markets, as well as his strong track record of leadership in the technology and financial sectors. Yuming Zou has served as our Chief Financial Officer since inception. Mr. Zou has over 20 years of financial and executive leadership experience. Currently, Mr. Zou is executive director and chief financial officer for Fangzhou Inc. (HK: 6086), China’s leading online chronic disease management platform. Mr. Zou has been a Director of Fangzhou Inc. since August 9, 2021, and was re-designated as an Executive Director in September 2021. Mr. Zou is responsible for corporate finance and financial management for the group, investor relations and secretarial affairs of the board of directors. Mr. Zou joined Fangzhou Inc. as vice president of strategic development in August 2018 and was appointed chief financial officer in April 2021. Prior to joining Fangzhou Inc., Mr. Zou served as a trader and an executive director at JP Morgan Chase & Co. from July 2003 to July 2018. From January 2020 to December 2024, he served as an independent non-executive director of eCargo Holdings Limited, a company listed on the Australian Securities Exchange (ASX: ECG). Mr. Zou received both a bachelor’s degree in economics and a master’s degree in statistics from Harvard University in Cambridge, Massachusetts, the US in June 2003. Mr. Zou is a Chartered Financial Analyst (CFA) and obtained the qualification from the Chartered Financial Analyst Institute in 2009. 39 Patrick Aber has served as our Chief Operating Officer and director since February 2026. Mr. Aber is the Co-Founder and Chief Operating Officer of Tornado, an AI-powered financial research and analysis platform, a position he has held since May 2015. Prior to launching Tornado, Mr. Aber was Associate Portfolio Manager at The Carlyle Group from October 2012 to May 2014, following Carlyle’s acquisition of Vermillion Asset Management, where he held a similar role from April 2007 to October 2012. Mr. Aber’s earlier experience includes working as a Senior Quantitative Analyst at Tower Research Capital from June 2003 to March 2007, and as an Analyst at Beecher Investors from August 2002 until May 2003, specializing in quantitative and fundamental investment strategies. Mr. Aber holds FINRA Series 4, 7, 24 and 63 licenses. Additionally, Mr. Aber has also contributed as a Research Assistant at Harvard Business School collaborating on academic projects in quantitative methods. Mr. Aber received an AB in Applied Mathematics and Economics, with honors, from Harvard University in June 2002. We believe Mr. Aber is well qualified to serve as a director of our Company due to his extensive experience in quantitative finance, portfolio management, and AI-driven financial technology, as well as his strong track record of leadership across investment management and financial research. Steven Maksymyk has served as our Chief Strategy Officer since February 2026. Since 2024, he has served as Managing Partner of 229 Advisors Inc. (“229 Advisors”) providing fractional executive and strategy consulting services to large private businesses in North America. Prior to 229 Advisors, from 2021 to 2024, Mr. Maksymyk served as Vice President, North America Operations and Advisor at Sonder Holdings Inc. (“Sonder”), where he led hospitality operations across Canada, the United States, and Mexico, overseeing revenues exceeding US$400 million and managing over 700 employees. Mr. Maksymyk originated and executed Sonder’s multi-year strategic partnership with Marriott International. Prior to Sonder, from 2019 to 2021, Mr. Maksymyk served as Managing Director and Global Head of Sales at Rocky Mountaineer (“Rocky Mountaineer”), operated by Great Canadian Railtour Company Ltd., a luxury tourist rail operator, where he established growth strategy, led the company’s COVID-19 response, and managed a team of over 70 employees across four countries. Prior to Rocky Mountaineer, from 2015 to 2019, Mr. Maksymyk served as a Vice President at InterContinental Hotels Group (“IHG”), where he held multiple roles including leading their pan-Asia partnerships and distribution strategy and global strategic and loyalty alliances strategy, serving in Canada, the United States, North and South Asia and Mainland China. Prior to IHG, from 2012 to 2015, Mr. Maksymyk served as Global Director & Partner at Iris Worldwide Holdings Limited (“Iris”), leading strategy consulting engagements for multinational corporations in Greater China and Asia including Red Bull, The Edrington Group, Pentland Group, and IHG. Prior to Iris, from 2006 to 2011, Mr. Maksymyk held various finance roles in mergers and acquisitions and equity capital markets at Scotia Capital, Bank of Nova Scotia, and Tetrem Capital Management a large institutional equity manager. Mr. Maksymyk holds the Chartered Financial Analyst (CFA) designation and obtained the qualification from the Chartered Financial Analyst Institute in 2010, as well as a Bachelor of Commerce degree with concentrations in Finance and Accounting from the University of Manitoba. Sheldon Trainor-DeGirolamo has served as an independent director and Chairman of our Board of Directors since February 2026. Mr. Trainor-DeGirolamo has served as an Independent Director of BitDeer Technologies Group and Chairman of its audit committee since March 2023. In addition, Mr. Trainor-DeGirolamo currently serves as a Board Director of Experiential Media Group and Avitia Inc., positions he has held since May 2021 and April 2024, respectively. Mr. Trainor-DeGirolamo has also served as a Non-Executive Director of Foxconn Interconnect Technology Ltd., a publicly traded company on the Hong Kong Stock Exchange and as a Director of Linksys Holding Inc., each from 2019 to 2024. Prior to this, Mr. Trainor-DeGirolamo served as an Executive Director of Macau Legend Development Company Ltd., a publicly traded company on the Hong Kong Stock Exchange (HKSE: 1680.HK), a position he held from 2012 to 2020. From 2017 to 2019 Mr. Trainor-DeGirolamo served as a Board Director of Athenex Inc (NASDAQ: ATNX), a biopharmaceutical company publicly traded on Nasdaq. He is the Founder and Managing Director of PacBridge Capital Partners (HK) Limited, a principal investment firm based in Hong Kong, which he founded in 2009. Prior to establishing PacBridge, Mr. Trainor-DeGirolamo spent more than 20 years in the financial services industry, including with Credit Suisse Group AG Australia, Morgan Stanley Asia, as the Head of Investment Banking for Asia and as Vice Chairman of Merrill Lynch Asia. Mr. Trainor-DeGirolamo received a Bachelor of Commerce from the University of British Columbia. We believe Mr. Trainor-DeGirolamo is well qualified to serve as a director of our Company due to his extensive experience in investment banking, principal investing, and corporate governance, as well as his broad track record serving on the boards of publicly listed companies across multiple international markets. 40 Hope Ni has served as an independent member of our Board of Directors since February 2026. Ms. Ni is an experienced investor and executive with over 15 years of experience serving on the boards of public companies, bringing extensive expertise in investment, legal affairs, and business operations. Ms. Ni currently manages the Abax Family Office, a position she has held since 2020. In Addition, Ms. Ni currently serves as an independent director for several publicly-listed companies, including Zhihu Inc. (NYSE: ZH, HKEX: 02390) beginning in 2021, an iconic online content community in China; Acotec Scientific Holdings Limited (HKEX: 6690) beginning in 2021, a subsidiary of Boston Scientific Corporation; Visen Pharmaceuticals (HKEX: 02561) beginning in 2021, an innovative biopharmaceutical company; and ATA Creativity Global (NASDAQ: AACG), China’s largest art training provider, beginning in 2008. Ms. Ni began her career in investment banking at Merrill Lynch in New York. She then practiced law as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP in New York and Hong Kong, specializing in corporate finance and capital market transactions. Ms. Ni received a Bachelor’s degree in Applied Economics and Business Management from Cornell University and a Juris Doctor degree from the University of Pennsylvania Law School. We believe Ms. Li is well qualified to serve as a director of our Company due to her extensive experience in investment, corporate governance, and legal affairs, as well as her broad track record serving on the boards of publicly listed companies across multiple international markets. Derek Reisfield has served as an independent member of our Board of Directors since February 2026. Currently Mr. Reisfield serves as an independent director and chair of the audit committee of Swarmer, Inc. (NASDAQ:SWMR), a position he has held since March 2026. Furthermore, since January 2024, Mr. Reisfield has been the Co-Founder and CEO of Edisource International, LLC, an AI content creation company. He is also a Senior Advisor of G2 Capital Advisors, a consulting firm serving private equity-owned companies, since September 2024. During 2024, he additionally served as CFO of AllSci, LLC, an AI-driven science research information platform. From December 2021 to September 2023, he served as Chief Financial Officer, Treasurer, and Secretary of Ondas Holdings, an autonomous drone company, as well as its secure software-defined wireless industrial networks division, Ondas Networks Inc. He also served as a Director of Ondas Holdings and its predecessor from April 2016 to September 2023. Prior to 2021, Mr. Reisfield held numerous executive, strategic, and consulting roles. From 2015 to 2020, he worked as an independent business consultant and served as Vice President of Strategy and Business Development at MetaRail, Inc. His earlier notable positions include Co-Founder and CEO of BBN Networks, LLC; Executive Vice President and CFO of Fliptrack, Inc.; and Chairman of Strands, Inc. He also co-founded MarketWatch, i-Hatch Ventures, LLC, and Luminant, Inc., and served as President of CBS New Media and Director of Strategic Management at CBS and Westinghouse Electric Corporation. Furthermore, he held leadership roles within the media and telecommunications practices of McKinsey & Company and Mitchell Madison Group. Mr. Reisfield has also served on several public company boards and is a director emeritus of the San Francisco Zoological Society. He holds a B.A. from Wesleyan University and an M.A. in Communications Management from the Annenberg School of Communications of USC. We believe Mr. Reisfield is well qualified to serve as a director of our Company due to his extensive experience in AI technology, digital media, corporate finance, and strategic business development, as well as his broad track record of founding and leading innovative companies across multiple industries. 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. Advisors Gary Linscott has served as an Advisor of our Company since February 2026. Mr. Linscott is a seasoned AI executive and researcher with deep experience in autonomy and large-scale ML platforms. As a published author in large-scale reinforcement learning with 68 patent applications, Mr. Linscott is also known for Stockfish and LCZero, which have been the two world-leading chess engines for many years. Mr. Linscott has led Planner ML at DoorDash Labs as its Principal Engineer since May 2024 and previously was a Principal Software Engineer at Zoox from February 2021 to May 2024 and from February 2015 to August 2018. Prior to Zoox, Mr. Linscott managed Google’s Cloud TPU product engineering from December 2019 to February 2021 and Google’s Bigtable from September 2018 to December 2019. Previously, Mr. Linscott was a senior developer at Goldman Sachs from January 2011 to May 2012, designing core trading infrastructure and working with market data and trading software systems. Prior to Goldman Sachs, Mr. Linscott was a senior developer at Microsoft Corp. from September 2005 until January 2011. Mr. Linscott graduated with a B.Sc. in Computer Science from Queen’s University in May 2005. 41 Yiding (Frederick) He has served as an Advisor of our Company since February 2026. Since April 2025, Mr. He has served as a Principal at Evermo, Antalpha Platform Holding Co.’s (NASDAQ: ANTA) capital markets and advisory arm, with extensive experience in digital assets, mining infrastructure, and institutional financing. From February 2023 to January 2025, Mr. He was based in Singapore and Hong Kong, focusing on business development and helping to expand Antalpha’s lending portfolio. Prior to this, he was Director of Business Development at BITMAIN, where he managed major strategic accounts across the United States and Latin America from December 2021 to January 2023. Mr. He graduated with a bachelor’s degree in Public Relations from Boston University. Past performance of our Management Team or our Advisors or their respective affiliates is not a guarantee either (i) of success with respect to any Business Combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination. You should not rely on the historical performance record of our Management Team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial Business Combination opportunities. Number and Terms of Office of Officers and Directors Our Board of Directors consists of five (5) 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 (i) the appointment and removal of directors and (ii) 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 the holders representing at least 90% of the issued Class B Ordinary Shares. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Derek Reisfield, expires at our first annual general meeting. The term of office of the second class of directors, which consists of Sheldon Trainor-DeGirolamo and Hope Ni, expires at the second annual general meeting. The term of office of the third class of directors, which consists of Von Lam and Patrick Aber, expires at the third annual general meeting. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles. Committees of the Board of Directors We have two standing committees of the Board: the Audit Committee and the Compensation Committee. Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our Board and has the composition and responsibilities described below. Audit Committee Hope Ni, Sheldon Trainor-DeGirolamo and Derek Reisfield serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Hope Ni, Sheldon Trainor-DeGirolamo and Derek Reisfield are each independent. Hope Ni serves as the chair of the Audit Committee. Each member of the Audit Committee is financially literate and our board of directors has determined that Hope Ni qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: ● 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 auditors 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; 42 ● 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; and ● implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents. Compensation Committee The members of our Compensation Committee are Hope Ni, Sheldon Trainor-DeGirolamo and Derek Reisfield. Derek Reisfield serves as chair of the Compensation Committee. 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. Hope Ni, Sheldon Trainor-DeGirolamo and Derek Reisield are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting Management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; 43 ● 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 Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and 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 must consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605-6(e) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Sheldon Trainor-DeGirolamo, Hope Ni and Derek Reisfield. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors 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 of Directors should follow the procedures set forth in our Amended and Restated Articles. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders will not have the right to recommend director candidates for nomination to our Board of Directors. 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 On January 29, 2026, 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. 44 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. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, have been and will continue to 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; ● Office space, utilities and secretarial and administrative support made available to us by our Sponsor or an affiliate thereof, in an amount equal to $15,000 per month, pursuant to the Administrative Services Agreement; ● Payment of consulting, success or finder fees to our Sponsor, officers, directors or Advisors or our or their 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 salary or 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 units of the post-Business Combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the Private Placement Units. 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. In addition to the foregoing, our officers and directors have received indirect interests in the Founder Shares held by the Sponsor as compensation for their services as our officers and directors. Our Chief Executive Officer and director, Von Lam, and our Chief Financial Officer, Yuming Zou, through their ownership in our Sponsor and as the managing members of our Sponsor, have a beneficial ownership interest in 6,708,333 Founder Shares. Our Chief Operating Officer and director, Patrick Aber, has received an indirect interest in 50,000 Founder Shares through membership interest in our Sponsor. Our Chief Strategy Officer, Steven Maksymyk, has received an indirect interest in 30,000 Founder Shares through membership interest in our Sponsor. Each of our independent directors has also received an indirect interest in the Founder Shares through membership interests in our Sponsor for service as our director. Sheldon Trainor-DeGirolamo, our Chairman, has received an indirect interest in 65,000 Founder Shares through membership interests in our Sponsor, Hope Ni has received an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor, and Derek Reisfield has received an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor. Other than members of our Management Team who are members of our Sponsor, none of the other members of our Sponsor participate in our company’s activities. 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 by our Company will be determined, or recommended to the Board of Directors for determination, either by the Compensation Committee, which is constituted solely by independent directors, or by a majority of the independent directors on our Board of Directors. 45 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 January 29, 2026, 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 27,320,208 Ordinary Shares, consisting of (i) 20,611,875 Class A Ordinary Shares and (ii) 6,708,333 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 the Private Placement Warrants are not exercisable within 60 days of the date of this Report. 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 Muzero Acquisition Sponsors LLC (3) 335,938 1.63 % 6,708,333 100.0 % 25.78 % Von Lam (3) 335,938 1.63 % 6,708,333 100.0 % 25.78 % Yuming Zou (3) 335,938 1.63 % 6,708,333 100.0 % 25.78 % Patrick Aber (4) — — — — — Steven Maksymyk (4) — — — — — Sheldon Trainor-DeGirolamo (4) — — — — — Hope Ni (4) — — — — — Derek Reisfield (4) — — — — — All officers, directors and director nominees as a group (Seven – persons) 335,938 1.63 % 6,708,333 100.0 % 25.78 % (1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Muzero Acquisition Corp, 136 Madison Avenue, 6 th Floor, New York, New York 10016. 46 (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such Ordinary Shares will 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) Muzero Acquisition Sponsors LLC, our Sponsor, is the record holder of such Ordinary Shares. Von Lam and Yuming Zou are the managing members of Muzero Acquisition Sponsors LLC and share voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Von Lam and Yuming Zou each disclaim any beneficial ownership of the securities held by Muzero Acquisition Sponsors LLC other than to the extent of any pecuniary interest he may individually have therein, directly or indirectly. (4) Does not include indirect interest as a member of the Sponsor, Muzero Acquisition Sponsors LLC. Our Chief Operating Officer and director, Patrick Aber, has received an indirect interest in 50,000 Founder Shares through a membership interest in our Sponsor. Our Chief Strategy Officer, Steven Maksymyk, has received an indirect interest in 30,000 Founder Shares through a membership interest in our Sponsor. In addition, each of our independent directors has received an indirect interest in the Founder Shares through membership interests in our Sponsor for service as our director. Sheldon Trainor-DeGirolamo, our Chairman, has received an indirect interest in 65,000 Founder Shares through membership interests in our Sponsor, Hope Ni has received an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor, and Derek Reisfield has received an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On October 22, 2025, our Sponsor purchased, and we issued to the Sponsor, 6,708,333 Class B Ordinary Shares for an aggregate purchase price of $25,000. Up to 875,000 of the Founder Shares were to be surrendered for no consideration depending on the extent to which the Over-Allotment Option was exercised. On February 2, 2026, the Underwriters fully exercised their Over-Allotment Option; consequently, such 875,000 Founder Shares are no longer subject to forfeiture. The Sponsor is deemed to have purchased the Founder Shares for $0.004 per share. 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 20,125,000 Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent approximately 25.0% of the outstanding Ordinary Shares after the Initial Public Offering (excluding the Private Placement Shares). Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 486,875 Private Placement Units to our Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $4,868,750. Of those 486,875 Private Placement Units, the Sponsor purchased 335,938 Private Placement Units and BTIG purchased 150,937 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (including the component securities as well as any securities underlying those component securities) (i) may not, 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) will be entitled to registration rights and (iii) with respect to private warrants included as part of the Private Placement Units held by BTIG and/or their designees, 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). 47 Prior to or in connection with the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, Advisors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account. Commencing on January 30, 2026, and until the completion of our Business Combination or liquidation, we plan to reimburse an affiliate of the Sponsor $15,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. As of December 31, 2025, we had incurred and paid $0 in fees for these services. 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 December 31, 2026 or the completion of our Initial Public Offering. The loan of $230,000 was fully repaid upon the consummation of our Initial Public Offering on February 2, 2026. No additional borrowing is available under the IPO Promissory Note. In 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 units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). 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. As of December 31, 2025, we did not have any borrowings under any 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 the end of Combination Period (as may be extended by shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination) or until such earlier time as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination by February 2, 2028, we may seek shareholder approval to amend our Amended and Restated Articles to extend our Combination Period. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension of the Combination Period. However, 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), divided by the number of then issued and outstanding Public Shares, subject to applicable law. Any of the foregoing payments to our Sponsor, or an affiliate of our Sponsor, including repayments of loans from our Sponsor pursuant to the IPO Promissory Note or repayments of any 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 Units and (iii) any private placement-equivalent units 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. BTIG 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, BTIG 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. 48 Our Sponsor, directors, officers and Advisors 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, officers and Advisors 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 Sheldon Trainor-DeGirolamo, Hope Ni and Derek Reisfield are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors and their invitees, other than members of the Management Team, are present. Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum. 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 October 10, 2025 (inception) through December 31, 2025 totaled approximately $93,190. The above amounts include interim procedures and audit fees. 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 for any audit-related fees the period from October 10, 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 the period from October 10, 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 October 10, 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). 49 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 October 10, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholder’s Deficit for the period from October 10, 2025 (inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from October 10, 2025 (inception) through December 31, 2025 F-6 Notes to Financial Statement 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. 50 MUZERO ACQUISITION CORP INDEX TO FINANCIAL STATEMENTS 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 October 10, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholder’s Deficit for the period from October 10, 2025 (inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from October 10, 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 Shareholder and the Board of Directors of Muzero Acquisition Corp.: Opinion on the Financial Statements We have audited the accompanying balance sheet of Muzero Acquisition Corp. (the “Company”) as of December 31, 2025, and the related statement of operations, changes in shareholder’s deficit, and cash flows for the period from October 10, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period October 10, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 27, 2026 PCAOB ID Number 100 F- 2 MUZERO ACQUISITION CORP BALANCE SHEET DECEMBER 31, 2025 Assets: Current assets Cash $ 69 Prepaid expenses 3,800 Total current assets 3,869 Deferred offering costs 195,081 Total Assets $ 198,950 Liabilities and Shareholder’s Deficit: Current liabilities Accrued offering costs $ 77,850 Advances from related party 641 IPO Promissory Note – related party 145,000 Total Liabilities 223,491 Commitments and Contingencies (Note 6) Shareholder’s Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — Class A Ordinary Shares, $ 0.0001 par value; 450,000,000 shares authorized; none issued or outstanding — Class B Ordinary Shares, $ 0.0001 par value; 49,000,000 shares authorized; 6,708,333 shares issued and outstanding (1) 671 Additional paid-in capital 24,329 Accumulated deficit ( 49,541 ) Total Shareholder’s Deficit ( 24,541 ) Total Liabilities and Shareholder’s Deficit $ 198,950 (1) Includes up to 875,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters. On February 2, 2026, the Underwriter exercised their Over-Allotment Option in full to be settled as part of the closing of the Initial Public Offering. As a result of the Underwriters’ election to fully exercise their Over-Allotment Option, 875,000 Founder Shares are no longer subject to forfeiture by the Sponsor (see Note 7). The accompanying notes are an integral part of these financial statements. F- 3 MUZERO ACQUISITION CORP STATEMENT OF OPERATIONS FOR THE PERIOD FROM OCTOBER 10, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative expenses $ 49,541 Loss from operations ( 49,541 ) Net loss $ ( 49,541 ) Weighted average shares outstanding, Class B Ordinary Shares (1) 5,833,333 Basic and diluted net loss per share, Class B Ordinary Shares $ ( 0.01 ) (1) Excludes up to 875,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters. On February 2, 2026, the Underwriter exercised their Over-Allotment Option in full to be settled as part of the closing of the Initial Public Offering. As a result of the Underwriters’ election to fully exercise their Over-Allotment Option, 875,000 Founder Shares are no longer subject to forfeiture by the Sponsor (see Note 7). The accompanying notes are an integral part of these financial statements. F- 4 MUZERO ACQUISITION CORP STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT FOR THE PERIOD FROM OCTOBER 10, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholder’s Shares Amount Shares Amount Capital Deficit Deficit Balance — October 10, 2025 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B Ordinary Shares to Sponsor (1) — — 6,708,333 671 24,329 — 25,000 Net loss — — — — — ( 49,541 ) ( 49,541 ) Balance – December 31, 2025 — $ — 6,708,333 $ 671 $ 24,329 $ ( 49,541 ) $ ( 24,541 ) (1) Includes up to 875,000 Class B Ordinary Shares subject to forfeiture if the Over-Allotment Option was not exercised in full or in part by the Underwriters. On February 2, 2026, the Underwriter exercised their Over-Allotment Option in full to be settled as part of the closing of the Initial Public Offering. As a result of the Underwriters’ election to fully exercise their Over-Allotment Option, 875,000 Founder Shares are no longer subject to forfeiture by the Sponsor (see Note 7). The accompanying notes are an integral part of these financial statements. F- 5 MUZERO ACQUISITION CORP STATEMENT OF CASH FLOWS FOR THE PERIOD FROM OCTOBER 10, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net loss $ ( 49,541 ) Adjustments to reconcile net loss to net cash used in operating activities: Payment of general and administrative expenses via advances from related party 641 Payment of general and administrative expenses via IPO Promissory Note-related party 12,819 Changes in operating assets and liabilities: Prepaid expenses ( 3,800 ) Net cash used in operating activities ( 39,881 ) Cash Flows from Financing Activities: Proceeds from IPO Promissory Note - related party 132,181 Payment of offering costs ( 92,231 ) Net cash provided by financing activities 39,950 Net Change in Cash 69 Cash – Beginning of period — Cash – End of period $ 69 Noncash investing and financing activities: Deferred offering costs included in accrued offering costs $ 77,850 Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares $ 25,000 The accompanying notes are an integral part of these financial statements. F- 6 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 1 — Organization and Business Operations Muzero Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on October 10, 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 may pursue an initial Business Combination target in any industry. As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from October 10, 2025 (inception) through December 31, 2025 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Following the Initial Public Offering, the Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, which are held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Muzero Acquisition Sponsors LLC (the “Sponsor”). The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 3, 2025 (File No. 333-291923), was declared effective on January 29, 2026 (as amended, the “IPO Registration Statement”). On February 2, 2026, the Company consummated the initial public offering of 20,125,000 units (the “Public Units”) at $ 10.00 per Public Unit, which included the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 2,625,000 units (the “Option Units”) at $ 10.00 per Option Unit, generating gross proceeds of $ 201,250,000 (the “Initial Public Offering”), which is described in Note 3. Each Public Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one-half of one redeemable warrant (each, a “Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 486,875 units (the “Private Placement Units” and together with the Public Units, the “Units”) at a price of $ 10.00 per Private Placement Unit, in a private placement to (i) the Sponsor and (ii) BTIG, LLC (“BTIG”), the representative of the several underwriters of the Initial Public Offering (the “Underwriters”), generating gross proceeds of $ 4,868,750 (the “Private Placement”), which is described in Note 4. Of those 486,875 Private Placement Units, the Sponsor purchased 335,938 Private Placement Units and BTIG purchased 150,937 Private Placement Units. Each Private Placement Unit consists of one Class A Ordinary Share (the “Private Placement Shares”) and one-half of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “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. Transaction costs amounted to $ 10,649,942 , consisting of $ 3,018,750 of cash underwriting fee (net of $ 503,125 the Underwriters’ reimbursement), the Deferred Fee (as defined in Note 6) of $ 7,043,750 , and $ 587,442 of other offering costs. The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee). The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the value of the assets held in the Trust Account (excluding the amount of the Deferred Fee held and taxes payable, if any, 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 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Following the closing of the Initial Public Offering, on February 2, 2026, an amount of $ 201,250,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement, was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company (“Continental”), acting as trustee. The funds are initially 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’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct Continental 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, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by February 2, 2028, 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1) 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 has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights 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 holders of the Public Shares (the “Public Shareholders”). The Company will provide the 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 Public 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), divided by the number of then outstanding Public Shares, subject to the limitations. Following the Initial Public Offering, the amount in the Trust Account is $ 10.00 per Public Share. The Ordinary Shares (as defined in Note 2) subject to possible redemption are 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’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has only the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, 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, if any, and up to $ 100,000 of interest income 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. The Sponsor, and the Company’s officers, directors and advisors have entered into a letter agreement with the Company, dated January 29, 2026 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Private Placement Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to (1) 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 has not consummated an initial Business Combination within the Combination Period or (2) any other material provision relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period, 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 Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. F- 8 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the Trust Account assets, less income taxes payable, if any; 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 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 its shareholders that the Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under the IPO Promissory Note (as defined in Note 5) from the Sponsor of up to $ 300,000 (see Note 5). As of December 31, 2025, before the closing of the Initial Public Offering, the Company had $ 69 in cash and had working capital deficit of $ 219,622 . 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The promissory notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the Working Capital Loans may be converted upon completion of a Business Combination into units at a price of $ 10.00 per unit. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the length of the Combination Period to complete the initial Business Combination. Management has determined that after the closing of the Initial Public Offering and Private Placement on February 2, 2026, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying financial statements. Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. 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 of 2002, as amended, 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 MUZERO ACQUISITION CORP 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 Securities Exchange Act of 1934, as amended) 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 accompanying financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that 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 the accompanying financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported amounts of expenses during the reporting period. Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying 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 $ 69 in cash and no cash equivalents as of December 31, 2025. 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. Deferred Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs”, and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares. Upon the closing of the Initial Public Offering on February 2, 2026, offering costs allocated to the Class A Ordinary Shares subject to possible redemption were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholder’s deficit. Warrants, after Management’s evaluation, were accounted for under equity treatment. F- 10 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to its short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), 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. ASC 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. 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. Net Loss per Class B Ordinary Share Net loss per the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary Shares subject to forfeiture. Weighted average Ordinary Shares were reduced for the effect of an aggregate of 875,000 Ordinary Shares that were subject to forfeiture if the Over-Allotment Option was not exercised by the Underwriters (see Note 7). As of December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of the Company. As a result, diluted loss per Ordinary Share is the same as basic loss per Ordinary Share for the period presented. Warrant Instruments The Company accounted for the 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. There were no Public Warrants and Private Placement Warrants currently issued or outstanding as of December 31, 2025. Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by FASB ASC Topic 280, “Segment Reporting” (“ASC 280”) in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on October 10, 2025, the date of its incorporation. F- 11 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. Note 3 — Initial Public Offering On February 2, 2026, the Company sold 20,125,000 Public Units, which includes the full exercise of the Over-Allotment Option, at a purchase price of $ 10.00 per Public Unit, generating gross proceeds of $ 201,250,000 . Each Public Unit consists of one Public Share, and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Public Share at a price of $ 11.50 per share, subject to adjustment. Each Public 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 Company consummated the sale of 486,875 units at a price of $ 10.00 per Private Placement Unit, in a private placement to the Sponsor and BTIG, generating gross proceeds of $ 4,868,750 . Of those 486,875 Private Placement Units, the Sponsor purchased 335,938 Private Placement Units and BTIG purchased 150,937 Private Placement Units. Each Private Placement Unit consists of one Private Placement Shares and one-half of one Private Placement Warrants. Each whole Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment. The Private Placement Units are identical to the Public Units except that, so long as they are held by the Sponsor, BTIG or their permitted transferees, the Private Placement Units (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Units held by BTIG and/or their designees, 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). Note 5 — Related Party Transactions Founder Shares On October 22, 2025, the Company issued an aggregate of 6,708,333 Class B Ordinary Shares (the “Founder Shares”), in exchange for a $ 25,000 payment (approximately $ 0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company. On January 23, 2026, the Sponsor assigned and transferred an aggregate of 280,000 Founder Shares to independent directors and officers and advisors. All assignments and transfers are in exchange for their services as director and officers and advisors through the initial Business Combination. The Founder Shares shall return to the Sponsor if the director and officer or advisor is no longer serving the Company on or prior to the initial Business Combination. The transfer of Founder Shares to the independent directors and officers and advisors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 280,000 Founder Shares transferred to the directors and officers and advisors was $ 688,800 or $ 2.46 per Founder Share. The Company established the initial fair value Founder Shares on January 23, 2026, using a calculation prepared by a third party valuation team that takes into consideration the implied share price of $ 9.85 and probability of de-SPAC and instrument-specific market adjustment of 25.0 %. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares that ultimately vest times the assignment date fair value per Founder Share (unless subsequently modified) less the amount initially received for the transfer of Founder Shares. As of January 23, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. Pursuant to the Letter Agreement, the Sponsor and the Company’s officers, directors and advisors 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) six months 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 Sponsor and the Company’s officers, directors and advisors 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 sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 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. F- 12 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Promissory Note — Related Party The Sponsor has 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 pursuant to an unsecured promissory note issued by the Company to the Sponsor on October 23, 2025 (the “IPO Promissory Note”). The loan is non-interest bearing, unsecured and was due at the earlier of (i) December 31, 2026, or (ii) the closing date of the Initial Public Offering. As of December 31, 2025, there was $ 145,000 outstanding under the IPO Promissory Note. On February 2, 2026, at the closing of the Initial Public Offering, the Company repaid the full $ 230,000 borrowed under the IPO Promissory Note. Borrowing under the IPO Promissory Note is no longer available. Advances from Related Party As of December 31, 2025, the Company owed $ 641 to a related party for expenses that they paid on the Company’s behalf. The amount is due on demand. As of February 2, 2026, the Company owes an additional $ 533 to a related party for expenses that they have paid on the Company’s behalf, of which $ 1,129 was repaid subsequently on February 3, 2026. The aggregate amount outstanding as of March 27, 2026 is $ 45 and is due on demand. Administrative Services Agreement On January 29, 2026, the Company entered into an agreement with an affiliate of the Sponsor (the “Administrative Services Agreement”), to pay an aggregate of $ 15,000 per month for office space, utilities and secretarial and administrative support commencing on January 30, 2026. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2025, no amounts were incurred under the Administrative Servies Agreement. Working Capital 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 units of the post Business Combination entity at a price of $ 10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025, there were no Working Capital Loans 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 others in 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 Agreement The holders of the (i) Founder Shares, (ii) Private Placement Units (and their underlying securities) and units that may be issued upon conversion of any Working Capital Loans (and their underlying securities), if any, (iii) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (iv) any Class A Ordinary Shares held at the completion of the Initial Public Offering by the holders of the Founder Shares prior to the Initial Public Offering, 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 or acquired prior to or in connection with the initial Business Combination pursuant to a registration rights agreement, dated January 29, 2026, by and between the Company and certain security holders. These holders are entitled to make up to three demands excluding short form demands and have piggyback registration rights. BTIG may only make a demand on one occasion and only during the five-year period beginning on January 29, 2026. In addition, BTIG may participate in a piggyback registration only during the seven-year period beginning on January 29, 2026. The Company will bear the expenses incurred in connection with the filing of any such registration statements. F- 13 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Underwriting Agreement The Underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Option Units to cover over-allotments, if any (the “Over-Allotment Option”). On February 2, 2026, the Underwriters exercised their Over-Allotment Option in full, closing on the 2,625,000 Option Units simultaneously with the Initial Public Offering. The Underwriters were paid a cash underwriting discount of $ 0.175 per Public Unit, or $ 3,521,875 . The Underwriters paid the Company an aggregate amount of $ 503,125 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering. Additionally, pursuant to the terms of the Underwriting Agreement, dated January 29, 2026, by and between the Company and BTIG (the “Underwriting Agreement”), the Underwriters are entitled to a deferred underwriting discount of $ 0.35 per Unit, or $ 7,043,750 , payable to BTIG on behalf of the Underwriters only upon the consummation of an initial Business Combination (the “Deferred Fee”). The Deferred Fee will be payable to BTG upon the closing of the initial Business Combination in two portions, as follows: (i) $ 0.20 per Public Unit sold in the Initial Public Offering shall be paid to the Underwriters in cash, (ii) up to $ 0.15 per Public U sold in the Initial Public Offering shall be paid to the Underwriters in cash, based on the funds remaining in the Trust Account after giving effect to Public Shares that are redeemed in connection with an initial Business Combination. Note 7 — Shareholder’s Deficit Preference Shares The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 . At December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares The Company is authorized to issue a total of 450,000,000 Class A Ordinary Shares at par value of $ 0.0001 per share. At December 31, 2025, there were no Class A Ordinary Shares issued or outstanding. Class B Ordinary Shares The Company is authorized to issue a total of 49,000,000 Class B Ordinary Shares at par value of $ 0.0001 per share. On October 22, 2025, the Company issued an aggregate of 6,708,333 Founder Shares, in exchange for a $ 25,000 payment (approximately $ 0.004 per Founder Share) from the Sponsor to cover certain expenses on behalf of the Company. The Founder Shares included an aggregate of up to 875,000 Founder Shares subject to forfeiture if the Over-Allotment Option was not exercised by the Underwriters in full. As a result of the Underwriters’ election to fully exercise their Over-Allotment Option on February 2, 2026, such 875,000 Founder Shares are no longer subject to forfeiture by the Sponsor. The Founder Shares will automatically convert into Class A Ordinary Shares 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 sub-divisions, 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, approximately 26.34 % of the sum of (i) the total number of all Class A Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Private Placement Shares), 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 units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of any Working Capital Loans) minus (iii) any redemptions of Public Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. F- 14 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Holders of the 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 Articles or as required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a 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 requires 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 (a “Special Resolution”), and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles 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 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 have the right to vote on (i) the appointment and removal of directors and (ii) continuing the Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend the Amended and Restated Articles or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares are not entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles 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. Warrants As of December 31, 2025, there were no warrants outstanding. 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, dated January 29, 2026, by and between the Company and Continental (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 its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60 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 Public 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 Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available. F- 15 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the Public 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 Public Warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the Public 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 Public 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 ; and ● if, and only if, the last reported sale 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 initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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. F- 16 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 8 — Segment Information ASC 280 establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive 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, which include the following: December 31, 2025 Cash $ 69 Deferred offering costs $ 195,081 For the Period from October 10, 2025 (Inception) Through December 31, 2025 General and Administrative expense $ 49,541 General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Initial Public Offering and eventually a Business Combination within the Combination Period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on accompanying the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews the position of total assets available with the company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds to be raised from the Initial Public Offering. F- 17 MUZERO ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Note 9 — 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, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements: On January 23, 2026, the Sponsor assigned and transferred an aggregate of 280,000 Founder Shares to independent directors, officers and advisors. On January 29, 2026, the Company entered into the Administrative Services Agreement with an affiliate of the Sponsor to pay an aggregate of $ 15,000 per month for office space, utilities and secretarial and administrative support, commencing on January 30, 2026. IPO Registration Statement was declared effective on January 29, 2026. On February 2, 2026, the Company consummated the Initial Public Offering, which consisted of 20,125,000 Public Units, including the exercise in full by the Underwriters of an option to purchase up to 2,625,000 Option Units at the offering price to cover over-allotments. The Public Units were sold at a price of $ 10.00 per Public Unit, generating gross proceeds to the Company of $ 201,250,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 486,875 Private Placement Units to the Sponsor and BTIG at $ 10.00 per Private Placement Unit, generating gross proceeds of $ 4,868,750 . Following the closing of the Initial Public Offering, on February 2, 2026, an amount of $ 201,250,000 ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement Units, was held in a Trust Account. On February 2, 2026, the Underwriters were paid a cash underwriting discount of $ 3,521,875 and the Underwriters paid the Company an aggregate amount of $ 503,125 at the closing of the Initial Public Offering as reimbursement to the Company for certain of its expenses and fees incurred in connection with the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Fee of $ 7,043,750 , payable to the representative on behalf of the Underwriters only upon the consummation of an initial Business Combination, subject to the terms of the Underwriting Agreement. On February 2, 2026, at the closing of the Initial Public Offering, the Company repaid the full $ 230,000 borrowed under the IPO Promissory Note. Borrowing under the IPO Promissory Note is no longer available. As of February 2, 2026, the Company owes an additional $ 533 to a related party for expenses which they have paid on the Company’s behalf, of which $ 1,129 was repaid subsequently on February 3, 2026. The aggregate amount outstanding as of March 27, 2026 is $ 45 and is due on demand. F- 18 EXHIBIT INDEX No. Description of Exhibit 1 Underwriting Agreement, dated January 29, 2026, by and between the Company and BTIG, as representative of the Underwriters. (3) 3 Amended and Restated Memorandum and Articles of Association of the Company. (3) 4.1 Specimen Unit Certificate. (2) 4.2 Specimen Ordinary Share Certificate. (2) 4.3 Specimen Warrant Certificate (included as an exhibit to Exhibit 4.4). (2) 4.4 Warrant Agreement, dated January 29, 2026, by and between the Company and Continental, as warrant agent. (3) 4.5 Description of Registered Securities.* 10.1 Securities Subscription Agreement, dated October 22, 2025, by and between the Company and the Sponsor. (1) 10.2 Promissory Note, dated October 23, 2025, issued by the Company to the Sponsor. (1) 10.3 Investment Management Trust Agreement, dated January 29, 2026, by and between the Company and Continental, as trustee. (3) 10.4 Registration Rights Agreement, dated January 29, 2026, by and among the Company and certain security holders. (3) 10.5 Private Placement Units Purchase Agreement, dated January 29, 2026, by and between the Company and the Sponsor. (3) 10.6 Private Placement Units Purchase Agreement, dated January 29, 2026, by and between the Company and BTIG. (3) 10.7 Letter Agreement, dated January 29, 2026, by and among the Company, its officers, its directors, its advisors and the Sponsor. (3) 10.8 Administrative Services Agreement, dated January 29, 2026, by and between the Company and an affiliate of our Sponsor. (3) 10.9 Form of Indemnity Agreement. (3) 14 Form of Code of Business Conduct and Ethics, adopted January 29, 2026. (2) 19 Insider Trading Policies and Procedures, adopted January 29, 2026.* 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 January 29, 2026.* 99.1 Audit Committee Charter. (2) 99.2 Compensation Committee Charter. (2) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (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. 333-291923), filed with the SEC on December 3, 2025. (2) Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-291923), filed with the SEC on January 28, 2026. (3) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2026. 51 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 Muzero Acquisition Corp By: /s/ Von Lam Name: Von Lam 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/ Von Lam Chief Executive Officer and Director March 27, 2026 Von Lam (Principal Executive Officer) /s/ Yuming Zou Chief Financial Officer March 27, 2026 Yuming Zou (Principal Financial and Accounting Officer) /s/ Patrick Aber Chief Operating Officer and Director March 27, 2026 Patrick Aber /s/ Sheldon Trainor-DeGirolamo Director March 27, 2026 Sheldon Trainor-DeGirolamo /s/ Hope Ni Director March 27, 2026 Hope Ni /s/ Derek Reisfield Director March 27, 2026 Derek Reisfield 52