Item 5. Other Information
Item 5. Other Information
None
24
Item 6. Exhibits
The following exhibits are filed as part of,
or incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description
of Exhibit
1.1
Underwriting Agreement between the Company and Roth Capital Partners, LLC, as representative of the several underwriters. (1)
3.1
Second Amended and Restated Memorandum and Articles of Association. (1)
4.1
Rights Agreement, dated July 14, 2025, by and between the Company and CST, as rights agent. (1)
4.2
Class B.1 Warrant Agreement dated July 14, 2025, by and between the Company and CST, as warrant agent. (1)
4.3
Class B.2 Warrant Agreement dated July 14, 2025, by and between the Company and CST, as warrant agent. (1)
10.1
Registration Rights Agreement, dated July 14, 2025, by and among the Company, Roth and security holders. (1)
10.2
Letter Agreement, dated July 14, 2025, by and among the Company, its officers, directors and the Sponsor. (1)
10.3
Investment Management Trust Agreement, dated July 14, 2025, by and between the Company and CST, as trustee. (1)
10.4
Administrative Support Agreement, dated July 14, 2025, by and between the Company and the Sponsor. (1)
10.5.1
Sponsor Class B.1 Warrant Purchase Agreement, dated July 14, 2025, by and between the Company and the Sponsor. (1)
10.5.2
Roth Class B.1 Warrant Purchase Agreement, dated July 14, 2025, by and between the Company and Roth Capital Partners, LLC. (1)
10.6
Sponsor Class B.2 Warrant Purchase Agreement, dated July 14, 2025, by and between the Company and the Sponsor. (1)
31*
Certification
of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certification
of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension
Schema Document
101.CAL*
XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension
Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension
Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
(1)
Previously filed as an
exhibit to our Current Report on Form 8-K filed on July 18, 2025 and incorporated by reference herein.
25
SIGNATURE
In accordance with the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SILVER
PEGASUS ACQUISITION CORP.
Date: November 14, 2025
By:
/s/
Cesar Johnston
Name:
Cesar Johnston
Title:
Chief Executive Officer,
President And Chairman,
Chief Financial Officer
(Principal Executive Officer,
Principal Financial Officer And
Principal Accounting Officer)
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.