Silver Pegasus Acquisition Corp. 10-K

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our units, Class A Ordinary Shares and rights are each traded on Nasdaq under the symbols “SPEGU,” “SPEG” and “SPEGR,” respectively. Our units commenced public trading on July 15, 2025. Our Class A Ordinary Shares and warrants began separate trading on September 4, 2025. Holders On March 6, 2026, there was one holder of record for our units, one holder of record for our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and one holder of record of our rights. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Ordinary Shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Unregistered Sales of Equity Securities In June 2024, our sponsor paid $25,000, or approximately $0.006 per share, to cover certain of our offering costs in exchange for 4,312,500 Class B ordinary shares or founder shares (or $0.007 per share for 3,750,000 founder shares if the underwriters do not exercise the over-allotment option and 562,500 founder shares are forfeited as a result). Subsequently, on February 6, 2025, the Company, through a share capitalization, issued the sponsor an additional 1,437,500 Class B ordinary shares as bonus shares, bringing the aggregate number of founder shares to 5,750,000. On May 7, 2025, the Sponsor surrendered 1,916,667 Class B ordinary shares, leaving 3,833,333 Class B ordinary shares, at a price per share of approximately $0.0075. 63 The number of founder shares outstanding was determined based on the expectation that the total size of the offering would be a maximum of 11,500,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after the offering. Up to 500,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. Our sponsor and Roth purchased an aggregate of 3,250,000 private placement warrants (), at a price of $1.00 per private placement warrant, or $3,250,000 in the aggregate (, in a private placement that will close simultaneously with the closing of the offering. Of those 3,250,000 private placement warrants, our sponsor has agreed to purchase 2,000,000 private placement warrants (whether or not the underwriters’ over-allotment option is exercised in full) and Roth has agreed to purchase 1,250,000 private placement warrants, which will be Class B.1 private placement warrants. Of the 2,000,000 private placement warrants purchased by the sponsor, the non-managing sponsor investors through the sponsor, will have economic interests in the 1,000,000 Class B.2 private placement warrants. The private placement warrants will also be worthless if we do not complete our initial business combination. The private placement warrants will be identical except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (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, and (ii) will be entitled to registration rights. In addition, the private placement warrants will be identical except that the Class B.2 private placement warrants will (i) be non-redeemable; (ii) will not be subject to any forfeiture, transfer, exchange or amendment of the terms in connection with the business combination without the consent of the non-managing sponsor investors; and (iii) for a period beginning on the closing date of the Company’s initial business combination and ending on the expiration date of the Warrants, the Registered Holders shall have the right, but not the obligation, to exchange any of their Warrants for a number of Class A Shares equal to the quotient obtained by dividing (x) $0.60 by (y) the Market Price (as defined below) of the Class A Shares as of the date of such exchange; provided, however, that, in the case of clause (iii), the registered holders, to the extent that they are not non-managing sponsor member investors, may not exchange any warrants without the consent of these non-managing sponsor member investors; and provided further that, during the period set forth in clause (iii), if these non-managing sponsor member investors provide to the registered holders written instructions to exchange the warrants as provided in clause (iii), the registered holders will exchange the warrants in accordance with those instructions. The “Market Price” of the Class A ordinary shares as of any date shall mean an amount equal to the trading volume weighted average price of the Class A ordinary shares on the principal market on which the Class A ordinary shares then trade as of such date for the ten (10) trading days immediately preceding such date. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Use of Proceeds In connection with the initial public offering, we incurred offering costs of $6,471,835 (including deferred underwriting commissions of $ $4,025,000). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $115,000,000 of the net proceeds from our initial public offering and the sale of the placement shares were placed in the trust account. There has been no material change in the planned use of the proceeds from the initial public offering and the sale of the placement shares as is described in the company’s final prospectus related to the initial public offering. Purchase of Equity Securities by the Issuer and Affiliated Purchasers None. 64 Item 6. [RESERVED]