Shreya Acquisition Group 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On May 8, 2026 (the “Closing”), Shreya Acquisition Group (the “Company”) consummated its initial public offering (“IPO”), which consisted of 11,000,000 units, including 1,000,000 units (the “Units”) pursuant to the partial exercise of the over-allotment option (the “Partial OA”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment), and one right of the Company (each, a “Right”) to receive one-fourth (¼th) of one Class A ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $110,000,000. D. Boral Capital LLC, as representative of the underwriters (“DBC”) was granted a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any, of which 1,000,000 were purchased at Closing. In connection with the Partial OA, the Company and DBC entered into a Letter Agreement, dated as of May 8, 2026 (the “Letter Agreement”) pursuant to which the parties agreed that no incremental underwriting fee would be due and no additional private placement units would be in issued in connection with the Partial OA. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 191,750 units (the “Private Units”) to the Sponsor, at a price of $10.00 per Private Unit, generating total proceeds of $1,917,500. Each Private Unit consists of one Class A Ordinary Share, one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment), and one right to receive one-fourth (¼th) of one Class A ordinary share upon the consummation of an initial business combination. In connection with the partial exercise of the over-allotment option, no additional Private Units were sold and no incremental underwriting expense was incurred. The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying securities. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q. 26 Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures None