Silver Pegasus Acquisition Corp. 10-K

Item 9A. CONTROLS AND PROCEDURES Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION During the year ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(a) of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 68 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Officers and Directors Our officers and director are as follows: Name Age Position Cesar Johnston 62 Chairman of the Board of Directors, President and Chief Executive Officer George Jones 71 Chief Operating Officer and Director Hassan Parsa 63 Director Mike Noonen 62 Director Anthony D. Eisenberg 43 Director Mr. Cesar Johnston , our founding director (appointed on June 5, 2024), and our Chairman, President and Chief Executive Officer (appointed on June 28, 2024), was previously at Energous Corporation (“Energous”) from July 2014 until June 2024. Energous develops silicon-based wireless power transfer (WPT) technologies and customizable reference designs including innovative silicon chips, antennas, software, and transmission systems for a large variety of applications, such as Radio Frequency Tags, and IoTSensors across the Retail, Industrial, Smart Home and Office, and Medical markets. Mr. Johnston served as their Chief Executive Officer from December 2021 until March 2024, and President from June 2023 until March 2024, and Board Director from June 2023 to June 2024. Mr. Johnston held various other executive management roles while at Energous, including Acting Chief Executive Officer from July 2021 to December 2021, Office of the CEO, Chief Operating Officer, Executive Vice President of Engineering and Operations, and Senior Vice President of Engineering. Mr. Johnston also served as an advisor to KINS Capital, LLC the sponsor entity to KINS Technology Group, a SPAC, from December 2020 through March 2023, which completed a business combination with CXApp Holdings, Inc. (Nasdaq: “CXAI”). At the time of the business combination, 99.3% of the public shares had been redeemed. The share price at the close of business on December 26, 2024 was $1.915. Prior to joining Energous, from March 2006 to September 2013, Mr. Johnston’s last position at Marvell Technology Inc. (NASDAQ: MRVL) was Vice President of Engineering for Wireless Connectivity. Marvell Technology Inc. is a developer and producer of semiconductors and related technology, where Mr. Johnston was responsible for R&D and development of all Wi-Fi, Bluetooth, FM, and NFC products. From 2004 to 2006, Mr. Johnston was a Senior Director at Broadcom Inc. (NASDAQ: AVGO), a developer, manufacturer and global supplier of semiconductor and infrastructure software products, where he was responsible for Wi-Fi VLSI and Systems Hardware development products. Mr. Johnston is recognized in the technology development of multiple WiFi wireless products. He serves on the Chief Technology Officer Council for the Global Semiconductor Alliance (GSA). He also serves as an Strategic Advisor to Axiado Corporation since September 2025 providing Technical, Operational and Financial advice. Mr. Johnston received both B.S. and M.S. degrees in Electrical Engineering from the New York University — Tandon School of Engineering and holds a Certificate of Business Excellence (COBE) from the University of California, Berkeley. He is an IEEE Senior Member, and he holds more than 50 US and International patents. Mr. Johnston is well-qualified to serve as a chief executive officer due to his extensive leadership positions and deep technology experience. 69 George Jones serves as our chief operating officer and a director of the Company. As Managing Director at Woodside Capital Securities Inc. (a registered broker-dealer located in Palo Alto, California, “Woodside Capital”) since September 2021, Mr. Jones leads the semiconductor practice and provides strategic advice to private and public companies within the hardware, software, and service domains. He has over 30 years of operating experience and advises semiconductor, embedded software and sensor companies on M&A and strategic financing transactions. Before Woodside Capital, from January 2020 through January 2021, Mr. Jones served as Chief Business Officer at Matrix Industries, Inc., managing sales, marketing, and business development serving enterprise and government customers. Matrix Industries, Inc. is a manufacturer of self-powered machine-learning products designed for connected devices. Mr. Jones has been in general management, sales, and marketing roles at public and private companies, including Pathion, Applied Micro Circuits Corporation (AMCC, now MACOM), RMI Corporation (now Broadcom, Inc.), VLSI Technology Inc. (now NXP), and more recently as a mentor/advisor at 500 Global and Silicon Catalyst. Mr. Jones has been based in Silicon Valley for most of his career and has executed M&A transactions as a deal lead for public, private, domestic, and international entities. As Managing Director of Woodside Capital, Mr. Jones sources clients and leads projects that involve merger and acquisitions as well as capital raises. As the leader of Woodside’s semiconductor practice, he has a unique view and access to this rapidly growing industry. Mr. Jones has also served as a director of PharmaSecure, Inc., a privately held brand protection and security technology company since December 2018. PharmaSecure provides product authentication services to enterprise customers including pharmaceutical and agricultural manufacturers. In addition, he has been serving as a director of SkillMil, Inc., since April 2018. SkillMil, Inc. provides career placement services to retiring military veterans and hiring companies in the private sector. Mr. Jones earned an MBA at The Wharton School and a Bachelor of Electrical Engineering degree at Georgia Tech. He is also a founding member of Sand Hill Angels, a leading angel investment group in Silicon Valley, where he has served as a board member and leader over the years. Mr. Jones’ years in finance and abundance of senior executive leadership positions were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company. Hassan Parsa serves as an independent director of the Company. Mr. Parsa has been serving as a Limited Partner and Executive Advisor at Candou Angel Network LLC since January 2020 and is a Limited Partner at Catapult Ventures II, L.P. since June 2022. Mr. Parsa is a seasoned high-tech executive with a passion for technology innovation, investing and M&A. He has held leadership positions in Corporate Development, M&A and Venture Capital over the last 25 years at leading technology companies in Silicon Valley. He has created significant strategic value with more than 30 M&A transactions and has deployed more than $500 million in venture investments in semiconductor, mobility, cloud computing, security, and AI market segments. Mr. Parsa was the Global Head of Corporate Development at Arm Holdings plc, the leading provider of semiconductor IP in Computing and AI between April 2010 and May 2022. While at Arm, he was the Chairman of Arm investment committee and held Board positions at Ambiq Micro Inc. (US), Arduino AG. (Italy), Deeptech Labs (UK), Arm IoT fund (Taiwan) and Hopu Arm Innovation Fund (China). Prior to Arm, Mr. Parsa was a partner at Lucent Venture Partners between November 1989 and May 2003 and held executive positions at Centillium Communications Inc. between May 2003 and August 2008, Lucent Technologies and AT&T Bell Labs between June 1985 and November 1989. Mr. Parsa earned an MBA degree with honors from Columbia University in New York City and a Master of Science degree in Electrical Engineering from University of Maryland. Mr. Parsa’s extensive experience as a seasoned high-tech executive with a focus on technology innovation, investing and M&A were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company. Mike Noonen serves as an independent director of the Company. Mr. Noonen has served as the Chief Executive Officer of Swave Photonics, B.V., since 2022, with 30 years of experience with technology businesses, having assisted with initial public offerings and acquisitions. Mr. Noonen served as the Chief Executive Officer of MixComm, Inc. from 2019 until it was acquired by Sivers Semiconductors, Inc. in early 2022. From 2013 until 2015 Mr. Noonen was the Chairman and co-founder of Silicon Catalyst, Inc., one of the first semiconductor incubators and named as EE Times 2015 Start-up of the Year. Previously, Mr. Noonen served as Executive Vice President for Global Products, Design, Sales, & Marketing at GlobalFoundries, Inc. from 2011 until 2013, Executive Vice President for Worldwide Sales & Marketing, at NXP Semiconductors, B.V. from 2008 until 2011, and Executive Vice President for Global Sales & Marketing at National Semiconductor, Inc. from 2001 until 2008. Mr. Noonen holds multiple patents in the areas of Internet telephony and video communications. Since April 2022, Mr. Noonen has served as a director of SK Growth Opportunities Corp. (Nasdaq: “SKGR”), a SPAC, and serves on the Audit Committee, Compensation Committee and the Corporate Governance Committee. Since March 2022, Mr. Noonen has served as a director of SES AI Corp. (NYSE: “SES”), engaged in the development and production of high-performance Li-Metal rechargeable battery technology for electric vehicles, and serves on the Audit Committee and Compensation Committee. Mr. Noonen also serves as a director of Finwave Semiconductor Inc., a private company in the semiconductor sector linearizing both power amplifiers and low noise amplifiers. In 2013 he was elected to the Global Semiconductor Alliance Board of Directors for a 1 year term. He holds a BSEE from Colorado State University and in 2012 was named the College of Engineering Distinguished Alumni of the Year. Mr. Noonen’s extensive experience as a seasoned executive and board member of publicly traded technology companies in the semiconductor sector, including being on the board of a SPAC, were the primary qualifications that the Board of Directors considered in concluding that he should serve as a director of the Company. 70 Anthony D. Eisenberg serves as an independent director of the Company. Mr. Eisenberg is an attorney with practice areas in finance law and corporate governance. Mr. Eisenberg also has extensive experience as a private markets investor. He currently serves on the Board of Directors of NASDAQ-listed biotechnology company AbPro Corporation (“ AbPro ” — Nasdaq: ABP), where he has chaired both the Audit and Compensation Committees since November 2024. AbPro had merged with Atlantic Coastal Acquisition II, a NASDAQ-listed SPAC (“ ACAB ”), where from 2021 through 2024, Mr. Eisenberg served as a Director and Chief Strategy Officer. From March 2021 Mr. Eisenberg served as a Director and Chief Strategy Officer of Atlantic Coastal Acquisition Corp. (“ ACAH ”), a NASDAQ-listed SPAC that raised $330 million, until September 2023, when he resigned in connection with a sponsor handover. In 2020, Mr. Eisenberg became a founding partner in Palo Santo VC, a $50 million venture capital firm specializing in innovative mental health treatments. Mr. Eisenberg leads Tappan Street, a family office where he focuses on investments in sports and entertainment media rights and other private investments. M. Eisenberg has also served as an advisor of the Bambu Fund LLC, a mental health venture capital fund, from 2019 to 2024. Mr. Eisenberg holds a JD from the University of Michigan an MBA from Georgetown University, as well as an undergraduate degree with honors from the University of Miami. Mr. Eisenberg is a member of the Bar of the State of New York. Mr. Eisenberg began his career in politics working in the Office of U.S. Senator Debbie Stabenow, Patton Boggs and the D.C. based research group Marwood Group, prior to his principal investing career, which began at the hedge fund Christofferson Robb & Company. Mr. Eisenberg’s vast legal and financing experience, particularly within capital markets, were the primary factors that the Board of Directors considered in concluding that he should serve as a director of the Company. Number and Terms of Office of Officers and Directors Our board of directors consists of four (4) 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 will be entitled to vote on the appointment and removal of directors or continuing the 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). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended 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 our 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. 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 Messrs. Eisenberg, Johnston and Jones will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Messrs. Johnston, Noonen and Parsa will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr. Johnston will expire 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 memorandum and articles of association. 71 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). Upon the commencement of the trading of our units on Nasdaq, we expect to have four “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of the offering. Our board of directors expects to determine that Messrs. Parsa, Noonen and Eisenberg are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Certain of our officers and directors own membership interests in our sponsor, which paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share The Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. 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, will 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; ● reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor or an affiliate thereof, in an amount equal to $10,000 per month; ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective 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 loans which 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 loans may be converted into Class B.1 private placement warrants of the post-business combination entity at a price of $1.00 per Class B.1 private placement warrant at the option of the applicable lender. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. 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 will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. 72 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. Committees of the Board of Directors Upon the commencement of the trading of our units on the Nasdaq, our board of directors established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq 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 will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. Audit Committee Upon the commencement of the trading of our units on the Nasdaq, our board of directors established an audit committee of the board of directors. Messrs. Hassan Parsa, Mike Noonen and Anthony Eisenberg serves as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Hassan Parsa, Mike Noonen and Anthony Eisenberg are each independent. Mr. Eisenberg will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Eisenberg qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We 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; ● 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; and ● 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 Financial Accounting Standards Board, the SEC or other regulatory authorities. 73 Compensation Committee Upon the commencement of the trading of our units on the Nasdaq, our board of directors established a compensation committee of our board of directors. The members of our compensation committee will be Messrs. Anthony Eisenberg, Hassan Parsa and Mike Noonen, and Mr. Noonen serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Messrs. Anthony Eisenberg, Hassan Parsa and Mike Noonen are each independent. We have adopted a compensation committee charter, which will detail 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’s 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; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be 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 will 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 Nasdaq rules. In accordance with Rule 5605(e)(2) 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 will participate in the consideration and recommendation of director nominees are Messrs. Hassan Parsa, Anthony Eisenberg and Mike Noonen. 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 will also consider 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 memorandum and articles of association. 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, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. 74 Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. Insider Trading Policy We have adopted an insider trading policy. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to the registration statement. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. 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 or 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 Form S-1 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. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty to not improperly fetter the exercise of future discretion; ● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations: Individual Entity Entity’s Business Affiliation Cesar Johnston Axiado Corporation Security Processor Company Strategic Advisor Hassan Parsa Candou Angel Network LLC. Venture Capital Advisor and Investor Catapult Ventures II, L.P. Venture Capital Limited Partner George Jones Woodside Capital Securities Inc. Investment Banking Managing Director PharmaSecure, Inc. Pharmaceuticals Director SkillMil, Inc. Career Services Director Mike Noonen Swave Photonics, B.V. Technology Chief Executive Officer SK Growth Opportunities Corp. SPAC Director SES.ai Corp. Battery Company Director Finwave Semiconductor, Inc. Semiconductors Director Anthony D. Eisenberg Tappan Street Ventures Investments Managing Member Palo Santo VC Venture Capital Director AbPro Corporation BioTech Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee 75 As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, based on the fact that there are many companies, businesses or investments that would be a suitable target for a business combination with us, and because we may consummate a business combination with a target in a broad array of industries, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or members of our management team; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive the same amount of financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. 76 ● Our initial shareholders purchased founder shares prior to the date of this Report and purchased private placement warrants in a transaction that closed simultaneously with the closing of the offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our 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 after our initial business combination, the founder shares will be released from the lock-up. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors will own ordinary shares or rights directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Our sponsor and members of our management team directly or indirectly own our securities following the offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. ● Upon the closing of the offering, our sponsor will have invested in us an aggregate of $3,275,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.0075 per share) and the $3,250,000 purchase price for the private placement warrants (or $1.00 per private placement warrant). Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares, as our sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination. These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders. ● Certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Similarly, if we agree to pay our sponsor, or a member of our management team or one of their affiliates a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination, which, if made prior to the completion of our initial business combination, will be paid from permitted withdrawals. 77 We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. 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, 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. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. The non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public rights they may purchase in the offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in the offering as the rights afforded to our other public shareholders. None of the non-managing sponsor members have expressed an interest in purchasing units in the public offering. However, whether or not the non-managing sponsor investors purchase any units in the public offering or in the open market after the offering, the non-managing sponsor investors will have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and private placement warrants as further discussed in this Report. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. 78 We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 11. EXECUTIVE COMPENSATION Executive Officers and Director Compensation No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Clawback Policy As required by the NASDAQ rules, our Board has adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation received by any the Company’s current and former executive officers (as determined by the Compensation Committee of the Company’s Board in accordance with Section 10D of the Exchange Act and the rules of the Nasdaq Global Market) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the Compensation Committee (collectively, the “Covered Executives”) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Compensation Committee. If the Compensation Committee cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Because we do not anticipate paying any cash compensation to our prospective Covered Executives, we do not anticipate paying any incentive compensation which could become subject to clawback under the Clawback Policy. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 6, 2026 by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and director as a group. 79 The following table is based on 14,833,333 Ordinary Shares issued and outstanding as of December 31, 2025, of which 11,500,000 were Class A Ordinary Shares and 3,833,333 were Class B Ordinary Shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our Ordinary Shares beneficially owned by them. Number of Class A Ordinary Shares Approximate Percentage of Outstanding Class A Ordinary Shares Number of Class B Ordinary Shares Approximate Percentage of Outstanding Class B Ordinary Shares Name and Address of Beneficial Owner (1) Beneficially Owned Before Offering After Offering Beneficially Owned Before Offering After Offering SilverLode Capital, LLC (2)(3)(4)(5) — — — 3,833,333 100 % 25 % (3) Cesar Johnston (6) — — 3,833,333 100 % 25 % George Jones (6) — — — — — — Hassan Parsa (6) — — — — — — Mike Noonen (6) — — — — — — Anthony D. Eisenberg (6) — — — All officers and director as a group (5 persons) — — — 3,833,333 100 % 25 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following is c/o Silver Pegasus Acquisition Corp., 2445 Augustine Dr., STE 150, Santa Clara, CA 95054. (2) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such 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, as described in the section entitled “ Description of Securities .” (3) SilverLode Capital LLC, our sponsor, is the record holder of such shares. Mr. Johnston, the sole managing member of SilverLode Capital LLC holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Mr. Johnston disclaims any beneficial ownership of the securities held by SilverLode Capital LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (4) The non-managing sponsor investors have expressed to us an interest in purchasing (through the sponsor, an aggregate of 1,000,000 Class B.2 private placement warrants at a price of $1.00 per private placement warrant ($1,000,000 in the aggregate); in addition, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors at the closing of the offering reflecting interests in an aggregate of 1,333,333 founder shares held by sponsor. The non-managing sponsor investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued membership interests in the sponsor, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares held by the sponsor. (5) Each of our officers and directors have an indirect economic interest in the Class B Shares through their membership interest in the sponsor, as follows: Cesar Johnston — 1,958,500 Class B ordinary shares; George Jones — 80,000 Class B ordinary shares; Hassan Parsa — 25,000 Class B ordinary shares; Mike Noonen — 25,000 Class B ordinary shares; and Anthony Eisenberg — 25,000 Class B ordinary shares. These shares The non-managing sponsor investors do not, under the sponsor’s operating agreement, have the right to take part in or interfere in any manner with the management, conduct or control of the business of the sponsor nor have the right to vote on any matter relating to the sponsor, its business or affairs. In addition, except in the case of incapacity, the non-managing sponsor investors will have no right to remove the managing member of the sponsor. Further, our securities owned by the sponsor may not be withdrawn by any non-managing sponsor investor, and such securities would only be distributed to members pursuant to the terms of the sponsor’s operating agreement in connection with a business combination (absent the dissolution of the sponsor). The managing member of the sponsor also has the authority to forfeit our securities held by the sponsor in connection with a business combination without the approval of the non-managing sponsor investors as long as all members are treated equally. No non-managing sponsor member will own more than 9.9% of the equity interests in us. Except as indicated above, there is no person that has a direct or indirect material interest in the sponsor. 80 Private placement warrants Our sponsor and Roth, the representative of the underwriters, have committed, pursuant to written agreements, to purchase an aggregate of 3,250,000 private placement warrants (whether or not the underwriters’ over-allotment option is exercised in full), each comprised of one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share, at a price of $1.00 per private placement warrant, or $3,250,000 in the aggregate, in a private placement that will occur 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 (comprised of 1,000,000 Class B.1 private placement warrants and 1,000,000 class B.2 private placement warrants), and Roth has agreed to purchase 1,250,000 Class B.1 private placement warrants. The non-managing sponsor investors have agreed to indirectly purchase, through the purchase of non-managing sponsor membership interests, an aggregate of 1,000,000 Class B.2 private placement warrants (whether or not the over-allotment option is exercised) at a price of $1.00 per private placement warrant ($1,000,000 in the aggregate in the private placement that will close simultaneously with the closing of the offering. Subject to each non-managing sponsor investor purchasing, through membership interests in the sponsor, the private placement warrants in connection with the closing of the offering, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors, economic interests in an aggregate of 1,333,333 founder shares held by the sponsor. The private placement warrants, so long as they are held by our sponsor or its permitted transferees, (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. A portion of the purchase price of the private placement warrants will be added to the proceeds from the offering to be held in the trust account such that at the time of closing of the offering $100,000,000 (or $115,000,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. The private placement warrants will be issued as Class B.1 private placement warrants and Class B.2 private placement warrants, which will be issued to the non-managing sponsor investors. The Class A and Class B 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. SilverLode Capital LLC, our sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. 81 Subject to each non-managing sponsor investor purchasing, through membership interests in the sponsor, the private placement warrants in connection with the closing of the offering, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors, economic interests in an aggregate of 1,333,333 founder shares held by the sponsor. The non-managing sponsor investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued membership interests in the sponsor, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares and the private placement warrants held by the sponsor. The interests of the members of the sponsor are denominated in two classes of membership interest units: (i) class A membership units representing interests in the founder shares and (ii) class B membership units that will represent an interest in the private placement warrants. It is expected that all members of the sponsor, including the managing member of the sponsor and any investors that may join the sponsor concurrently with the offering, will hold both classes of membership units representing their proportional interest in the founder shares and private placement warrants, respectively. Pursuant to an agreement of all members of the sponsor, the management and control of the sponsor is vested exclusively with the managing member of the sponsor, without any voting, veto, consent or other participation rights by any non-managing sponsor investors regardless of their unit ownership. As a result of this management structure, non-managing sponsor investors will have no right to control the sponsor, or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise. Further, the non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public rights they may purchase in the offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in the offering as the rights afforded to our other public shareholders. None of the non-managing sponsor members have expressed an interest in purchasing units in the public offering. However, whether or not the non-managing sponsor investors purchase any units in the public offering or in the open market after the offering, the non-managing sponsor investors will have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and private placement warrants as further discussed in this Report. There can be no assurance that the non-managing sponsor investors will acquire any units, either directly or indirectly, in the offering, or as to the amount of the units these investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non-managing sponsor investors may determine to purchase a different number of units in the offering, or none at all. In addition, the underwriters have full discretion to allocate the units to investors and may determine to sell a different number of units to the non-managing sponsor investors, or none at all, or in order to satisfy applicable Nasdaq listing standards. The underwriters will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing sponsor investors, if any, as they will on the other units sold to the public in the offering. None of the non-managing sponsor members have expressed an interest in purchasing units in the public offering. However, in the event that the non-managing sponsor investors purchase units either in the offering or after, and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination. However, because our non-managing sponsor investors are not obligated to continue owning any public shares following the closing and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these non-managing sponsor investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non-managing sponsor investors will vote on any business combination, all of whom would have different interests to the public shareholders regardless of the number of public shares they own, due to their indirect interest in founder shares and private placement warrants, which will allow the non-managing sponsor investors to realize enhanced economic returns from their investment as compared to other investors purchasing in the offering. 82 Restrictions on Transfers of Founder Shares and Private placement warrants The founder shares and private placement warrants and any Class A ordinary shares issued upon conversion thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsor and management team. Those lock-up provisions provide that such securities are not transferable or saleable (i) in the case of the founder shares and (ii) in the case of the private placement warrants and any Class A ordinary shares issuable upon conversion thereof, as follows: Subject Securities Expiration Date Natural Persons and Entities Subject to Restrictions Exceptions to Transfer Restrictions Class B Ordinary Shares Earlier of (i) six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Business Combination or (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. SilverLode Capital LLC; Cesar Johnston; George Jones; Hassan Parsa; Mike Noonen; and Anthony Eisenberg; the representative of the non-managing sponsor investors The securities are not transferable or saleable except in each case (a) to our or Roth’s officers, directors, advisors or consultants, any affiliate or family member of any of our or Roth’s officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or rights were originally purchased; (f) pro rata distributions from our sponsor or Roth to its respective members, partners or shareholders pursuant to our sponsor’s or Roth’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor or upon dissolution of Roth, (h) in the event of our liquidation prior to our consummation of our initial business combination; (i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. 83 Subject Securities Expiration Date Natural Persons and Entities Subject to Restrictions Exceptions to Transfer Restrictions Warrants in private placement 30 days after the completion of our initial business combination SilverLode Capital LLC Roth; Cesar Johnston; George Jones; the representative of the non-managing sponsor investors The securities are not transferable or saleable except in each case (a) to the Company’s or the subscriber’s officers or directors, any affiliates or family members of any of the Company’s or Subscriber’s officers or directors, any members of the Company’s sponsor, or any affiliates of the Company’s sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by virtue of the laws of the State of New York or Subscriber’s partnership agreement in the event of a subscriber’s liquidation; (f) in the event of the Company’s liquidation prior to the consummation of a Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by the Company’s sponsor and the Subscriber with respect to such securities. 84 Subject Securities Expiration Date Natural Persons and Entities Subject to Restrictions Exceptions to Transfer Restrictions Founder Shares, private placement warrants, rights, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or rights 180 days from the date of the prospectus The Company, SilverLode Capital LLC and our executive officers and directors; the representative of the non-managing sponsor investors We, our sponsor and our executive officers and directors have agreed that, for a period of 180 days from the date of the prospectus, we and they will not, without the prior written consent of the representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, rights, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or rights, subject to certain exceptions. The representative in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement described herein. Notwithstanding the foregoing, 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. 85 Lock-up Agreement with Underwriter We, our sponsor and our executive officers and directors have agreed that, for a period of 180 days from the date of the prospectus, we and they will not, without the prior written consent of the representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, rights, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or rights, subject to certain exceptions. The representative in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreement described herein. Non-Managing Sponsor Investors’ Membership Interest Units In The Sponsor The non-managing sponsor investors may not sell, transfer, assign, pledge, mortgage, charge, hypothecate, exchange or otherwise dispose of, directly or indirectly, all or any portion of their units in the sponsor without the prior written consent of the managing member of the sponsor, other than a transfer as permitted to such non-managing sponsor investors’ affiliates (which affiliates shall include any non-managing sponsor investors’ owners of an equity interest, direct investors, members, or limited partners, as the case may be), immediate family, or to a trust, the primary beneficiary(ies) of which is a member or members of such non-managing sponsor investors’ immediate family; provided that such recipient shall be required to become a member of the sponsor and shall become subject to the same transfer restrictions. Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the offering, (ii) private placement warrants which will be issued in a private placement simultaneously with the closing of the offering and the Class A ordinary shares underlying such private placement warrants and (iii) Class A ordinary shares and rights that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement. Pursuant to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1,500,000 of working capital loans are converted into Class B.1 private placement warrants, we will be obligated to register up to 3,250,000 Class A ordinary shares which includes Class A ordinary shares underlying the private placement warrants and another 1,500,000 Class A ordinary shares underlying the working capital warrants. The number of Class A ordinary shares includes (i) 3,833,333 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 3,250,000 Class A ordinary shares underlying the private placement warrants and (iii) 1,500,000 Class A ordinary shares underlying the private placement warrants that may be issued upon conversion of working capital loans. The holders 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 “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. Notwithstanding anything to the contrary, Roth may only make a demand on one occasion and only during the five-year period from the commencement of sales of the offering. In addition, Roth may participate in a “piggy-back” registration only during the seven-year period from the commencement of sales of the offering. We will bear the expenses incurred in connection with the filing of any such registration statements. 86 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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 founder shares (or $0.007 per share for 3,750,000 founder shares if the underwriters do not exercise the over-allotment option). 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 Class B ordinary shares, resulting in a price per share of approximately $0.004. On May 7, 2025, the sponsor surrendered 1,916,667 founder shares leaving 3,833,333 Class B ordinary shares at a price of approximately $0.075 per share. 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, the representative of the underwriters of the offering, have committed to, pursuant to written agreements, to purchase an aggregate of 3,250,000 private placement warrants (whether or not the underwriters’ over-allotment option is exercised in full), 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, comprised of 1,000,000 Class B.1 private placement warrants and 1,000,000 Class B.2 private placement warrants) and Roth has agreed to purchase 1,250,000 private placement warrants (which will be Class B.1 private placement warrants). The non-managing sponsor investors have agreed to indirectly purchase, through the purchase of non-managing sponsor membership interests, an aggregate of 1,000,000 of the private placement warrants to be bought by the sponsor, which shall be the 1,000,000 Class B.2 private placement warrants (whether or not the over-allotment option is exercised) at a price of $1.00 per Class B.2 private placement warrant ($1,000,000 in the aggregate). Subject to each non-managing sponsor investor purchasing, through membership interests in the sponsor, the private placement warrants in connection with the closing of the offering, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors, economic interests in an aggregate of 1,333,333 founder shares held by the sponsor which shares are not subject to forfeiture. The number of private placement warrants and founder shares purchased by the non-managing sponsor investors through the sponsor, will not be proportionally reduced. The private placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until six months after the completion of our initial business combination, and (ii) will be entitled to registration rights. 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, 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. The Class B.1 private placement warrants and the Class B.2 private placement warrants are 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. We will reimburse our sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Prior to the closing of the offering, our sponsor loaned us funds in an aggregate amount of up to $300,000 to be used for a portion of the expenses of the offering. This loan is non-interest bearing, unsecured and are due at the earlier of July 31, 2025 or the closing of the offering. 87 In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be converted into Class B.1 private placement warrants of the post business combination entity at a price of $1.00 per Class B.1 private placement warrant at the option of the applicable lender. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such 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 date that is 18 months from the closing of the offering or until such earlier liquidation date 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 within such 18-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their 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, other than any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable law. Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will 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. We have entered into a registration rights agreement with respect to the founder shares and private placement warrants, which is described under the heading “ Principal Shareholders — Registration Rights .” Additional Financing We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than what we could acquire with the net proceeds of the offering and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. Such additional financing may be in the form of PIPE transactions or convertible debt transactions. These financing transactions would be designed to ensure a return on investment to the investor in exchange for assisting the company in completing the business combination or providing sufficient liquidity to the post-combination company. These financing transactions may be significantly dilutive to the post-combination company, and represent the type of financing risk that is not associated with traditional initial public offerings. We cannot assure you that financing will be available to us on acceptable terms, if at all. None of our initial shareholders, directors or officers or their affiliates are obligated to provide any such financing to us. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In order to facilitate a business combination, the sponsor shall be authorized to effectuate such forfeitures, transfer, earn-outs, or restrictions with respect to founder shares and private placement warrants, but not the Class B.2 private placement warrants, in such amounts and pursuant to such terms as it determines in its sole and absolute discretion. Any such forfeitures, transfers, earnouts, restrictions, amendments or arrangements shall first be applied to 1,166,667 founder shares interest held by the managing sponsor member (“First Loss Pool”), thereafter they shall be applied in the same manner and pro rata to all remaining founder shares. If the sponsor enters into any agreement that gives it the right to earn back or restore any portion of the value (regardless of form) or original terms of and founder shares or private placement warrants that were the subject of any forfeitures, transfers, earn-outs, or restrictions, then all private placement investors shall be provided the same rights on a pro rata basis. 88 In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our directors, officers or shareholders is required to provide any financing to us in connection with or after our initial business combination. Policy for Approval of Related Party Transactions The audit committee of our board of directors adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. 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, will 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; ● reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor or an affiliate thereof, in an amount equal to $10,000 per month; ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective 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 loans which 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 loans may be converted into Class B.1 private placement warrants of the post-business combination entity at a price of $1.00 per Class B.1 private placement warrant at the option of the applicable lender. Such working capital units would be identical to the public units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. 89 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees . During the year ended December 31, 2025 and for the period from June 5, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $145,800 and $26,000, respectively, for the services Withum performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K. Audit-Related Fees. During the year ended December 31, 2025 and for the period from June 5, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were approximately $0 and $0, respectively, for services related to the issuance of consents. Tax Fees . During the year ended December 31, 2025 and for the period from June 5, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were approximately $0 and $0, respectively, for services related to tax compliance, tax advice and tax planning. All Other Fees . During the year ended December 31, 2025 and for the period from June 5, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were approximately $0 and $0, respectively, for services related to other services and permitted due diligence services related to potential business combination. 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 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). 90 PART IV Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the year ended December 31, 2025 and for the period from June 5, 2024 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from June 5, 2024 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and for the period from June 5, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-20 (2) Financial Statement Schedules: None. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. 91 Exhibit No. Description 3.1 Amended and Restated Memorandum and Articles of Association.(1) 3.2 Second Amended and Restated Memorandum & Articles of Association dated July 14, 2025 (as filed on the Current Report on Form 8 - K as Exhibit 3.1 on July 18, 2025 and incorporated herein by reference) 4.1 Specimen Unit Certificate.(2) 4.2 Specimen Class A Ordinary Share Certificate.(2) 4.3 Specimen Rights Certificate.(2) 4.4 Rights Agreement between Continental Stock Transfer & Trust Company and the Company.(1) 4.5 Description of Securities. 10.1 Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(1) 10.2 Registration Rights Agreement, dated July 14, 2025, by and among the Company, Roth and security holders.(1) 10.3 Class B.1 Warrant Agreement dated July 14, 2025, by and between the Company and CST, as warrant agent.(1) 10.4 Class B.2 Warrant Agreement dated July 14, 2025, by and between the Company and CST, as warrant agent.(1) 10.5 Letter Agreement among the Company, the Sponsor and the Company’s officers and directors.(1) 31* Certification of Chief Executive Officer and Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)_under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy. 97.2 Insider trading policy 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 (formatted as Inline XBRL and contained in Exhibit 101). * These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. (1) Incorporated by reference to our Current Report on Form 8-K, filed with the SEC on July 18, 2025. (2) Incorporated by reference to our Registration Statement on Form S-1, as amended, initially filed with the SEC on June 26, 2025. Item 16. FORM 10–K SUMMARY None. 92 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. SILVER PEGASUS ACQUISITION CORP. By: /s/ Cesar Johnston Name: Cesar Johnston Title: Chief Executive Officer (Principal Executive Officer) Dated: March 24, 2026 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/ Cesar Johnston Chief Executive Officer, Chief Financial Officer and Chairman of the Board March 24, 2026 Cesar Johnston (Principal Executive Officer and Principal Financial Officer) /s/ George Jones Chief Operating Officer and Director March 24, 2026 George Jones /s/ Hassan Parsa Director March 24, 2026 Hassan Parsa /s/ Mike Noonen Director March 24, 2026 Mike Noonen /s/ Anthony Eisenberg Director March 24, 2026 Anthony Eisenberg 93 SILVER PEGASUS ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) F-2 Financial Statements: Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the year ended December 31, 2025 and for the period from June 5, 2024 (Inception) through December 31, 2024 F-4 Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from June 5, 2024 (Inception) through December 31, 2024 F-5 Statements of Cash Flows for the year ended December 31, 2025 and for the period from June 5, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 to F-20 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Silver Pegasus Acquisition Corp: Opinion on the Financial Statements We have audited the accompanying balance sheets of Silver Pegasus Acquisition Corp. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholder’s deficit, and cash flows for the year ended December 31, 2025 and the period from June 5, 2024 (inception) through December 31, 2024, 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 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and the period from June 5, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by January 16, 2027 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits, 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 audits 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 audits 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 audits provides a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2024. New York, New York March 23, 2026 PCAOB ID Number 100 F- 2 SILVER PEGASUS ACQUISITION CORP. BALANCE SHEETS December 31, 2025 December 31, 2024 Assets: Current assets Cash $ 378,794 $ — Prepaid expenses 147,763 298 Total Current Assets 526,557 298 Marketable securities held in Trust Account 117,108,805 — Long-term prepaid insurance 4,013 — Deferred offering costs — 208,620 Total Assets $ 117,639,375 $ 208,918 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit Current liabilities Accounts payable and accrued expenses $ 59,771 $ — Accrued offering costs 75,000 171,575 Advance from related party — 62,384 Total Current Liabilities 134,771 233,959 Derivative liability – Public Rights 2,760,000 — Derivative liability – Private Warrants 1,557,475 — Deferred underwriting fee 4,025,000 — Total Liabilities 8,477,246 233,959 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.18 per share and $ 0 per share as of December 31, 2025 and 2024, respectively 117,108,805 — Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 — — Class A ordinary shares, $ 0.0001 par value; 445,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 — — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 3,833,333 shares issued and outstanding as of December 31, 2025 and 2024 383 383 Additional paid-in capital — 24,617 Accumulated deficit ( 7,947,059 ) ( 50,041 ) Total Shareholders’ Deficit ( 7,946,676 ) ( 25,041 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 117,639,375 $ 208,918 The accompanying notes are an integral part of these financial statements. F- 3 SILVER PEGASUS ACQUISITION CORP. STATEMENTS OF OPERATIONS For the Period from June 5, For the 2024 (Inception) Year Ended through December 31, December 31, 2025 2024 General and administrative costs $ 382,325 $ 50,041 Loss from operations ( 382,325 ) ( 50,041 ) Other income (expense): Loss on derivative liability ( 1,612,150 ) — Transaction costs related to the initial public offering ( 111,382 ) — Interest earned on marketable securities held in Trust Account 2,108,805 — Total other income, net 385,273 — Net income (loss) $ 2,948 $ ( 50,041 ) Weighted average shares outstanding, Class A ordinary shares 5,307,692 — Basic and diluted net income (loss) per share, Class A ordinary shares $ 0.00 $ ( 0.00 ) Weighted average shares outstanding, Class B ordinary shares 3,564,102 3,333,333 Basic net income (loss) per share, Class B ordinary shares (1)(2) $ 0.00 $ ( 0.02 ) Weighted average shares outstanding, Class B ordinary shares 3,584,707 3,333,333 Diluted net income (loss) per share, Class B ordinary shares (1)(2) $ 0.00 $ ( 0.02 ) (1) Excludes up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7). (2) On May 7, 2025, the Sponsor surrendered 1,916,667 founder shares leaving 3,833,333 Class B ordinary shares with a price per share of approximately $0.075 per share. All share and per-share data have been retrospectively presented. The accompanying notes are an integral part of these financial statements. F- 4 SILVER PEGASUS ACQUISITION CORP. STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM JUNE 5, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Class B Additional Total Ordinary Shares Ordinary Shares Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – June 5, 2024 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor (1)(2) — — 3,833,333 383 24,617 — 25,000 Net loss — — — — — ( 50,041 ) ( 50,041 ) Balance –December 31, 2024 — — 3,833,333 383 24,617 ( 50,041 ) ( 25,041 ) Accretion for Class A ordinary shares to redemption amount — — — — ( 2,490,787 ) ( 7,899,966 ) ( 10,390,753 ) Sale of 3,250,000 Private Placement warrants — — — — 2,475,525 — 2,475,525 Offering costs allocated to Fair value equity instruments — — — — ( 9,355 ) — ( 9,355 ) Net income — — — — — 2,948 2,948 Balance – December 31, 2025 — $ — 3,833,333 $ 383 $ — $ ( 7,947,059 ) $ ( 7,946,676 ) (1) Excludes up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 7). (2) On May 7, 2025, the Sponsor surrendered 1,916,667 founder shares leaving 3,833,333 Class B ordinary shares with a price per share of approximately $0.075 per share. All share and per-share data have been retrospectively presented. The accompanying notes are an integral part of these financial statements. F- 5 SILVER PEGASUS ACQUISITION CORP. STATEMENTS OF CASH FLOWS For the Year Ended December 31, For the Period from June 5, 2024 (Inception) through December 31, 2025 2024 Cash Flows from Operating Activities: Net income (loss) $ 2,948 $ ( 50,041 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Payment of formation costs through promissory note — 8,081 Payment of operation costs through promissory note 61,303 15,873 Offering costs charged to profit and loss 111,383 — Operating costs applied to prepaid contributed by Sponsor through promissory note — 26,000 Interest earned on marketable securities held in Trust Account ( 2,108,805 ) — Change in fair value of rights liabilities 829,150 Change in fair value of warrant liabilities 783,000 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 147,465 ) 87 Accounts payable and accrued expenses 59,771 — Long-term prepaid insurance ( 4,013 ) — Net cash used in operating activities ( 412,728 ) — Cash Flows from Investing Activities: Investment of cash in Trust Account ( 115,000,000 ) — Net cash used in investing activities ( 115,000,000 ) — Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 113,000,000 — Proceeds from sale of Private Placement Warrants 3,250,000 — Repayment of promissory note – related party ( 194,649 ) — Payment of offering costs ( 263,829 ) — Net cash provided by financing activities 115,791,522 — Net Change in Cash 378,794 — Cash – Beginning of period — — Cash – End of period $ 378,794 $ — Non-cash investing and financing activities: Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ — $ 25,000 Prepaid services contributed by Sponsor through promissory note - related party $ — $ 26,385 Offering costs included in accrued offering costs $ ( 96,575 ) $ 171,575 Deferred offering costs paid through promissory note – related party $ 70,961 $ 12,045 Deferred underwriting fee payable $ 3,957,420 $ — The accompanying notes are an integral part of these financial statements. F- 6 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Silver Pegasus Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on June 5, 2024 . 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 has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 5, 2024 (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 a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on July 14, 2025. On July 16, 2025, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units (see Note 6), at $ 10.00 per Unit, generating gross proceeds of $ 115,000,000 , which is discussed in Note 3. Each Unit consists of one Class A ordinary share (“Public Share”) and one right to receive one-tenth of one Class A ordinary share (“Public Right” or “Share Right”). Ten rights entitle the holders to receive one Class A ordinary share. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,250,000 warrants, comprising of two classes of warrants, consisting of Class B.1 warrants and Class B.2 warrants (together referred to as the “Private Placement Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement to SilverLode Capital LLC, the Company’s sponsor (the “Sponsor”), and Roth, the representatives of the underwriters of the Initial Public Offering, generating gross proceeds of $ 3,250,000 , which is described in Note 4. Of the 3,250,000 Private Placement Warrants, the Sponsor purchased 1,000,000 Class B.1 Private Placement Warrants and 1,000,000 Class B.2 Private Placement Warrants and Roth purchased 1,250,000 Class B.1 Private Placement Warrants. Transaction costs amounted to $ 6,471,835 , consisting of $ 2,000,000 of cash underwriting fee, $ 4,025,000 of deferred underwriting fee, and $ 446,835 of other offering costs. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable 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. Upon closing of the Initial Public Offering, on July 16, 2025, an amount of $ 115,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and may only be invested 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 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 management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee 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 sale of the Private placement warrants that were deposited into the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) 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 Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to 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 Company’s public shareholders. F- 7 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will provide the Company’s 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 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, other than any excise or similar tax that may be due or payable), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $ 10.00 per public share. The ordinary shares subject to redemption were 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 (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, 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, other than any excise or similar tax that may be due or payable, and up to $ 100,000 of interest 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, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, 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 Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder 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 (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the Business Combination). The Company’s 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 share due to reductions in the value of the trust assets, less taxes payable (other than any excise or similar tax that may be due or payable), 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 of the Initial Public Offering 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 that the Sponsor would be able to satisfy those obligations. On September 5, 2025, the Company announced that, on or about September 8, 2025, the holders of the Company’s Units may elect to separately trade the Class A ordinary shares and rights included in the Units. Each Unit consists of one Class A ordinary share and one right to receive one-tenth of one Class A ordinary share upon the consummation of an initial business combination. Any Units not separated will continue to trade on the Global Market tier of The Nasdaq Stock Market, LLC (“Nasdaq”) under the symbol “SPEGU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “SPEG” and “SPEGR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and rights. F- 8 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Going Concern As of December 31, 2025, the Company had operating cash of $ 378,794 and a working capital surplus of $ 391,786 . The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Additionally, if a Business Combination is not consummated by the end of the Combination Period, currently January 16, 2027, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company’s liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying financial statements are issued. Management plans to address this uncertainty through a Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Act (“SEC”). Emerging Growth Company 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, 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. 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 Exchange Act) 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 Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 9 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s 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 financial statements and the reported amounts of revenues and 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 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 $ 378,794 and $0 in cash, with no cash equivalents as of December 31, 2025 and 2024, respectively. Marketable Securities Held in Trust Account The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities, which are presented at fair value. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2025, the assets held in the Trust Account of $ 117,108,805 were held in money market funds. 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. Offering Costs The Company complies with the requirements of the ASC 340-10-S99 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 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 applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares. 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 Rights and Private Placement Warrants were charged to statements of operations as Public Rights and Private Placement Warrants, after management’s evaluation, were accounted for under liability treatment. F- 10 SILVER PEGASUS 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Class A Ordinary Shares Subject to Possible Redemption The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025 and 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights ( 1,930,850 ) Class A ordinary shares issuance costs ( 6,351,098 ) Plus: Accretion of carrying value to redemption value 10,390,753 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 117,108,805 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” 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 statement 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 Topic 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. The Company’s 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 and 2024, 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 periods presented. Warrant Instruments At December 31, 2025 and 2024, there were 3,250,000 and 0 warrants issued or outstanding, respectively. The Company accounted for the warrants issued in connection with the private placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging”, whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company evaluated and determined the warrant instrument is to be classified as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. F- 11 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Share Rights At December 31, 2025 and 2024, there were 11,500,000 and 0 warrants issued or outstanding, respectively. The Company accounted for the share rights issued in connection with the Initial Public Offering in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the share rights under liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the rights are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the ordinary shares for year ended December 31, 2025 and for the period from June 5, 2024 (inception) through December 31, 2025 was less than the exercise price and therefore, the inclusion of such warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,500,000 Class A ordinary shares in the aggregate. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share: For the Period from June 5, 2024 For the Year Ended (Inception) through December 31, 2025 December 31, 2024 Class A Class B Class A Class B Basic net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 1,764 $ 1,184 $ — $ ( 50,041 ) Denominator: Basic weighted average ordinary shares outstanding 5,307,692 3,564,102 — 3,333,333 Basic net income (loss) per ordinary share $ 0.00 $ 0.00 $ — $ ( 0.02 ) For the Period from June 5, 2024 For the Year Ended (Inception) through December 31, 2025 December 31, 2024 Class A Class B Class A Class B Diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss), as adjusted $ 1,760 $ 1,188 $ — $ ( 50,041 ) Denominator: Diluted weighted average ordinary shares outstanding 5,307,692 3,584,707 — 3,333,333 Diluted net income (loss) per ordinary share $ 0.00 $ 0.00 $ — $ ( 0.02 ) F- 12 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Recent Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU 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. The ASU 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 Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU 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 January 1, 2025. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, on July 16, 2025, the Company sold 11,500,000 Units at a purchase price of $ 10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, generating gross proceeds of $ 115,000,000 . Each Unit consists of one Class A ordinary share, and right to receive one-tenth of one Class A ordinary share. Ten rights entitle the holder to receive one Class A ordinary share. Rights Except in cases where the Company is not the surviving Company in a business combination, each holder of a right will automatically receive one-tenth of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of a public right converted all Class A ordinary shares held by them or it in connection with the initial Business Combination or an amendment to the amended and restated memorandum and articles of association with respect to the pre-Business Combination activities. As a result, holders must hold ten rights to receive one Class A ordinary share at the closing of the initial Business Combination. In the event the Company will not be the surviving Company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert its rights in order to receive the one-tenth of a share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional Class A ordinary shares upon consummation of an initial Business Combination. The Class A shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per-share consideration the holders of the Class A ordinary share will receive in the transaction on an as-converted into ordinary share basis. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Roth, the representative of the underwriters, purchased an aggregate of 3,250,000 Private Placement Warrants which is comprised of two classes of warrants (whether or not the underwriters’ over-allotment option is exercised in full), consisting of Class B.1 warrants and Class B.2 warrants (together referred to as the “Private Placement Warrants”) at $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 3,250,000 . Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Of those 3,250,000 Private Placement Warrants, the Sponsor purchased 1,000,000 Class B.1 warrants and 1,000,000 Class B.2 warrants and Roth purchased 1,250,000 Class B.1 warrants. F- 13 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to 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 Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, 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 Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder 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 (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). Warrants As of December 31, 2025, there were 3,250,000 Private Placement Warrants outstanding. At December 31, 2024, there were no Private Placement Warrants outstanding The Private Placement Warrants, which include the Class B.1 Private Placement Warrants and the Class B.2 Private Placement Warrants, and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. Each Class B.1 Private Placement Warrant and Class B.2 Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the respective warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the respective Class B.1 and Class B.2 warrant agreements, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the initial Business Combination. 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, subject to the Company satisfying its obligations described below with respect to registration. 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. F- 14 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of the initial Business Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the initial Business Combination, under the terms of 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 the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the 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 the commercially reasonable efforts to cause the same to become effective within 60 business days following 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) 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 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 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, it will not be required to file or maintain in effect a registration statement. Redemption of Class B.1 Private Placement Warrants when the price per Class A ordinary share equals or exceeds $ 18.00 . Once the Class B.1 Private Placement Warrants become exercisable, the Company may redeem the outstanding Class B.1 Private Placement 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 (the “30-day redemption period”); and ● if, and only if, the closing 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 three business days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Class B.1 Private Placement Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A Ordinary Shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the measurement period. If and when the Class B.1 Private Placement Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of Ordinary Shares upon exercise of the Class B.1 Private Placement Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its best efforts to register or qualify such Ordinary Shares under the blue sky laws of the state of residence in those states in which the Class B.1 Private Placement Warrants were offered by the Company in the offering. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Class B.1 Private Placement Warrants, each warrant holder will be entitled to exercise his, her or its Class B.1 Private Placement Warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $ 11.50 warrant exercise price after the redemption notice is issued. The Class B.2 Private Placement Warrants are not redeemable. F- 15 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 28, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.006 per share, for which the Company issued 4,312,500 founder shares to the Sponsor. Subsequently, on February 6, 2025, the Company, through 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 Class B ordinary shares. On May 7, 2025, the Sponsor surrendered 1,916,667 founder shares leaving 3,833,333 Class B ordinary shares with a price per share of approximately $ 0.075 per share. All share and per-share data have been retrospectively presented. Up to 500,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On July 16, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 500,000 founder shares are no longer subject to forfeiture. The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable 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 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 initial shareholders with respect to any founder shares. Such transfer restrictions are referred to as the lock-up. Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. Promissory Note — Related Party The Sponsor had 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. The loan was non-interest bearing, unsecured and due at the earlier of October 31, 2025, as amended, or the closing of the Initial Public Offering. As of December 31, 2025 and 2024, the Company had $ 0 and $ 62,384 , respectively, outstanding borrowings under the promissory note. The Company fully paid the $ 62,384 outstanding under the promissory note. Borrowings under this note are no longer available. Administrative Services Agreement Commencing on the effective date of the Initial Public Offering, on July 14, 2025, the Company entered into an agreement with the Sponsor or an affiliate to pay an aggregate of $ 10,000 per month for office space, utilities, and secretarial and administrative support. For the year ended December 31, 2025, the Company incurred and paid $ 55,000 in fees for these services. For the period from June 5, 2024 (inception) through December 31, 2024, the Company did not incur any fees for these services. Due to Sponsor At July 16, 2025, the Sponsor deposited excess funds of $ 13,686 into the Company’s account. The Company has accounted for the due to Sponsor on the balance sheet. On July 22, 2025, the Company repaid the outstanding balance of $ 13,686 . As of December 31, 2025, there was no outstanding balance due to Sponsor. Related Party 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 (the “Working Capital Loans”). 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 converted into Class B.1 warrants of the post Business Combination entity at a price of $ 1.00 per private warrant at the option of the lender. The units would be identical to the Private Placement Warrants. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. F- 16 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination. Registration Rights The holders of the (i) founder shares, (ii) Private Placement Warrants which were issued in a private placement simultaneously with the closing of the Initial Public Offering and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants and rights that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters’ Agreement The underwriters had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On July 16, 2025, simultaneously with the closing of the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,500,000 Units. The underwriters were paid in cash an underwriting discount of $ 2,000,000 . Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5 % of the gross proceeds of the Initial Public Offering, $ 4,025,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. F- 17 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 445,000,000 Class A ordinary shares at par value of $ 0.0001 each. At December 31, 2025, there were no shares of Class A ordinary shares issued or outstanding, excluding 11,500,000 shares subject to possible redemption. At December 31, 2024, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each. On June 28, 2024, the Company issued 4,312,500 Class B ordinary shares to the Sponsor for $ 25,000 , or approximately $ 0.006 per share. 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 Class B ordinary shares. On May 7, 2025, the Sponsor surrendered 1,916,667 founder shares leaving 3,833,333 Class B ordinary shares with a price per share of approximately $ 0.075 per share. All share and per-share data have been retrospectively presented. The founder shares include an aggregate of up to 500,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On July 16, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 500,000 founder shares are no longer subject to forfeiture. At December 31, 2025 and 2024, there were 3,833,333 Class B ordinary shares issued and outstanding. 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 subdivisions, 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 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, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor), 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 rights issued to the Sponsor or any of its affiliates or to officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary 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. Holders of record of the Company’s Class A ordinary shares and Class B 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 memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, 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 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, and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association 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 will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association 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. F- 18 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2025 December 31, 2024 Liabilities: Derivative liability – Private Warrants 3 $ 1,557,475 $ — The fair value of the Public Rights was determined using the Bifurcation Analysis. The Public Rights were accounted for as liabilities in accordance with ASC 815-40 and are presented within right liability in the accompanying balance sheet. The right liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations. The following table presents the changes in the fair value of Level 3 public rights liabilities as of December 31, 2025: Fair value as of January 1, 2025 $ — Initial Fair Value at July 16, 2025 1,930,850 Change in fair value 829,150 Transfer of public rights to level 1 ( 2,760,000 ) Fair value as of December 31, 2025 $ — During the year ended December 31, 2025, the public rights were transferred from level 3 to level 1 as the Company is utilizing the public rights trading value at the end of each reporting period to determine their fair value. The following table presents the quantitative information regarding market assumptions used in the valuation of the public rights: July 16, 2025 Unit offering price $ 10.04 Estimated probability of business combination 17.00 % Right % of whole share 10.00 % Implied value of Share Right $ 0.17 Implied value of underlying share $ 9.87 The fair value of Class B.1 and Class B.2 Private Warrants was determined using the Monte Carlo Simulation Model and Black-Scholes-Merton, respectively. The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability in the accompanying balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations. F- 19 SILVER PEGASUS ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Redeemable Non-Redeemable Fair value as of January 1, 2025 $ —   $ — Initial Fair Value at July 16, 2025 532,575 241,900 Change in fair value 486,000 297,000 Fair value as of December 31, 2025 $ 1,018,575 $ 538,900 The following table presents the quantitative information regarding market assumptions used in the valuation of the private warrants: July 16, 2025 December 31, 2025 Class B.1 Warrant Class B.2 Warrant Class B.1 Warrant Class B.2 Warrant Implied share price $ 9.87 $ 9.87 $ 10.07 $ 10.07 Strike price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Term to end-of-search period + 5Y (years) 6.50 6.50 6.04 6.04 Estimated volatility 8.16 % 8.16 % 18.83 % 18.83 % Term-matched risk-free rate (continuous) 4.11 % 4.11 % 3.80 % 3.80 % Redemption price $ 18.00 — $ 18.00 — Average present value of warrant $ 1.39 — $ 1.90 — BSM warrant price — $ 1.42 — $ 2.26 Estimated probability of business combination 17.00 % 17.00 % 23.83 % 23.83 % Probability-weighted BSM warrant price $ 0.24 $ 0.24 $ 0.45 $ 0.54 NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” 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 operating results 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 statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets 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 December 31, 2024 Cash $ 378,794 $ — Marketable securities held in Trust Account $ 117,108,805 $ — For the Year Ended December 31, For the Period from June 5, 2024 (Inception) through December 31, 2025 2024 General and administrative costs $ 382,325 $ 50,041 Interest earned on marketable securities held in Trust Account $ 2,108,805 $ — General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure that 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 costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date through March 23, 2026, the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 20