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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 545 added, 599 removed, 388 unchanged (75% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets

1 unchanged sentence

Total Current Assets

Cash and marketable securities held in Trust Account

Marketable securities held in Trust Account

Long-term prepaid insurance

Deferred offering costs

$ 118,533,882

$ 117,639,375

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

2 unchanged sentences

Accrued offering costs

Advance from related party

Total Current Liabilities

4 unchanged sentences

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.09 per share and $ 0.00 per share as of September 30, 2025 and December 31, 2024, respectively

Class A ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.27 per share and $ 10.18 per share as of March 31, 2026 and December 31, 2025 respectively

Shareholders’ Deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding as of September 30, 2025 and December 31, 2024

none issued or outstanding as of March 31, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value;

445,000,000 shares authorized;

none issued or outstanding as of September 30, 2025 and December 31, 2024

none issued or outstanding as of March 31, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

3,833,333 shares issued and outstanding as of September 30, 2025 and December 31, 2024

3,833,333 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in capital

1 unchanged sentence

( 7,972,242 )

( 7,947,059 )

Total Shareholders’ Deficit

( 7,971,859 )

( 7,946,676 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

$ 118,533,882

$ 117,639,375

The accompanying notes are an integral part of

the unaudited condensed financial statements.

these unaudited condensed financial statements.

SILVER PEGASUS ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

September 30,

For the Three Months Ended

General and administrative costs

Loss from operations

Other (expense) income:

Loss on derivative liability

( 1,663,750 )

Transaction costs

Other income:

Gain on derivative liability

Interest earned on marketable securities held in Trust Account

Total other (expense) income, net

$ ( 967,044 )

$ ( 1,013,443 )

Total other income

Net income (loss)

Weighted average shares outstanding, Class A ordinary shares

Basic and diluted net loss per share, Class A ordinary shares

Basic and diluted net income per share, Class A ordinary shares

Weighted average shares outstanding, Class B ordinary shares

Basic and diluted net loss per share, Class B ordinary shares

Basic net income (loss) per share, Class B ordinary shares (1)(2)

Weighted average shares outstanding, Class B ordinary shares

Diluted net income (loss) per share, Class B ordinary shares (1)(2)

(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

the unaudited condensed financial statements.

these unaudited condensed financial statements.

SILVER PEGASUS ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

FOR THE THREE MONTHS ENDED MARCH 31.

Ordinary Shares

2 unchanged sentences

Balance — January 1, 2026

Balance – March 31, 2025 (Unaudited)

Balance – June 30, 2025 (Unaudited)

Accretion for Class A ordinary shares to redemption amount

$ ( 7,947,059 )

$ ( 7,946,676 )

Accretion for Class A ordinary shares to redemption amount

( 1,029,730 )

Sale of 3,250,000 Private Placement warrants

Offering costs allocated to Fair value equity instruments

Balance – September 30, 2025 (Unaudited)

( 1,029,730 )

Balance – March 31, 2026 (Unaudited)

$ ( 7,972,242 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

AND FOR THE PERIOD FROM JUNE 5, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

$ ( 7,971,859 )

FOR THE THREE MONTHS ENDED MARCH 31.

Ordinary Shares

Shareholders’

Balance — June 5, 2024 (Inception)

Issuance of Class B ordinary shares to Sponsor

Balance – June 30, 2024

Balance – September 30, 2024

Additional Paid-in

Total Shareholders’

Balance — January 1, 2025

Balance – March 31, 2025 (Unaudited)

The accompanying notes are an integral part of

the unaudited condensed financial statements.

these unaudited condensed financial statements.

SILVER PEGASUS ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

September 30,

For the Three Months Ended

Cash Flows from Operating Activities:

$ ( 1,013,443 )

Adjustments to reconcile net loss to net cash used in operating activities:

Payment of formation costs through promissory note

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Payment of operation costs through promissory note

Offering costs charged to profit and loss

Operating costs applied to prepaid contributed by Sponsor through promissory

Interest earned on marketable securities held in Trust Account

( 1,029,730 )

Change in fair value of rights liabilities

5 unchanged sentences

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

( 115,000,000 )

Cash withdrawn from Trust Account to pay for franchise and income taxes

Net cash used in investing activities

( 115,000,000 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Warrants

Advances from related party

Repayment of promissory note – related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

2 unchanged sentences

Non-cash investing and financing activities:

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Prepaid services contributed by Sponsor through promissory note - related party

Offering costs included in accrued offering costs

Deferred offering costs included in accrued offering costs

Deferred offering costs paid through promissory note – related party

Accretion of Class A ordinary shares to redemption value

Deferred underwriting fee payable

The accompanying notes are an integral part of

the unaudited condensed financial statements.

these unaudited condensed financial statements.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

5 unchanged sentences

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 September 30, 2025, the Company had not

commenced any operations.

All activity for the period from June 5, 2024 (inception) through September 30, 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 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 March 31.

2026, the Company had not commenced

any operations.

All activity for the period from June 5, 2024 (inception) through March 31.

2026 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

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the

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”).

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 5), at $ 10.00 per Unit, generating gross proceeds of $ 115,000,000 , which is discussed in Note

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.

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

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

2 unchanged sentences

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.

(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.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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.

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 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’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,

“Distinguishing Liabilities from Equity.”

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.”

The Company will have only the duration of the

1 unchanged sentence

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.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 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;

(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

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).

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

3 unchanged sentences

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)

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

12 unchanged sentences

rights that are separated will trade on Nasdaq under the symbols “SPEG” and “SPEGR,” respectively.

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.

Liquidity, Capital Resources and Going Concern

As of September 30, 2025, the Company had operating

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.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Going Concern

As of March 31.

2026, the Company had operating

cash of $ 237,393 and a working capital surplus of $ 242,866 .

4 unchanged sentences

In connection with the Company’s assessment

of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of September 30, 2025, the Company may

need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third

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.

The Company’s liquidity condition raises

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 condensed 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.

there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING

of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of March 31.

2026, 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.

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 unaudited condensed 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

However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim

financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S.

Securities and

Exchange Commission (“SEC”).

The accompanying unaudited condensed financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S.

and Exchange Commission (“SEC”).

Certain information or footnote disclosures normally included in financial statements prepared

6 unchanged sentences

The accompanying unaudited condensed financial

statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on

July 18, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on July 23, 2025.

The interim results

for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending

December 31, 2025 or for any future periods.

statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, as

filed with the SEC on March 24, 2026.

The interim results for the three months ended March 31, 2026, are not necessarily indicative of

the results to be expected for the year ending December 31, 2026 or for any future periods.

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

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.

of the Company’s unaudited condensed 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.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Use of Estimates

8 unchanged sentences

change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from

those estimates.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Accordingly, the actual results could differ significantly from those

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.

Company had $ 452,101 and $0 in cash, with no cash equivalents as of September 30, 2025, and December 31, 2024, respectively.

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 $ 237,393 and $ 378,794 in cash,

with no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Marketable Securities Held in Trust Account

The Company’s portfolio of investments is comprised of cash and

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.

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 unaudited

condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available

market information.

As of September 30, 2025, the assets held in the Trust Account of $ 115,989,876 were held in money market funds.

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 unaudited condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined

using available market information.

As of March 31.

2026 and December 31, 2025, the assets held in the Trust Account of $ 118,138,535

and $ 117,108,805 were held in money market funds, respectively.

Concentration of Credit Risk

5 unchanged sentences

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 unaudited condensed statements of operations as Public

Rights and Private Placement Warrants, after management’s evaluation, were accounted for under liability treatment.

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.

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 condensed balance sheets, primarily due to its short-term nature.

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.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Class A Ordinary Shares Subject to Possible

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

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

September 30, 2025 and December 31, 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 condensed balance sheets.

As of September

30, 2025, the Class A ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheet are reconciled

in the following table:

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.

as of March 31, 2026 and December 31, 2025, 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 March 31, 2026, the

Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds

4 unchanged sentences

( 6,351,098 )

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, July 16, 2025

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, September 30, 2025

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2025

$ 117,108,805

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2026

$ 118,138,535

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.

Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income

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

4 unchanged sentences

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of September 30, 2025 and December

As of March 31, 2026 and December

31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

6 unchanged sentences

Warrant Instruments

At September 30, 2025 and December 31, 2024,

there were 3,250,000 and 0 warrants issued or outstanding, respectively.

2026 and December 31, 2025, there

were 3,250,000 and 3,250,000 warrants issued or outstanding, respectively.

The Company accounted for the warrants issued in connection

5 unchanged sentences

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 unaudited condensed statements of operations.

or expire, and any change in fair value will be recognized in the Company’s statements of operations.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

At September 30, 2025 and December 31, 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 unaudited condensed statements of operations.

Net Loss per Ordinary Share

At March 31, 2026 and December 31, 2025, there

were 11,500,000 and 11,500,000 share rights 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

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.

Ordinary Share is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding for the period.

associated with the redeemable Ordinary Shares is excluded from loss per Ordinary Share as the redemption value approximates fair value.

The calculation of diluted 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 the three and nine months ended September 30, 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

(loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for

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 and share rights 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 the three months

ended March 31, 2026 and 2025 was less than the exercise price and therefore, the inclusion of such warrants and share rights 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 3,250,000 Class A ordinary shares in the aggregate, and the share rights are exercisable to purchase 11,500,000 Class A ordinary

shares in the aggregate.

As a result, diluted net loss per Ordinary Share is the same as basic net loss per Ordinary Share for the periods

The following tables reflect the calculation of basic and diluted net

loss per Ordinary Share:

For the Three Months Ended

September 30, 2025

For the Nine Months Ended

September 30, 2025

Basic and diluted net loss per Ordinary Share

Allocation of net loss, as adjusted

$ ( 695,444 )

$ ( 271,600 )

$ ( 487,032 )

$ ( 526,411 )

Basic and diluted weighted average Ordinary Shares outstanding

Basic and diluted net loss per Ordinary Share

For the Three Months Ended

September 30, 2024

For the Period from June 5,

2024 (Inception) through

September 30, 2024

Basic and diluted net loss per Ordinary Share

Allocation of net loss, as adjusted

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 Three Months Ended March 31,

Basic and diluted net income per Ordinary Share

Allocation of net income, as adjusted

Basic and diluted weighted average Ordinary Shares outstanding

Basic and diluted net loss per Ordinary Share

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Basic and diluted net income per Ordinary Share

Recent Accounting Standards

14 unchanged sentences

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 condensed financial statements.

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 unaudited condensed

financial statements.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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.

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.

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.

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

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.

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.

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

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).

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

As of September 30, 2025, there were 3,250,000

Private Placement Warrants outstanding.

At December 31, 2024, there were no Private Placement Warrants outstanding The Private Placement

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.

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).

As of March 31.

2026, there were 3,250,000 Private

Placement Warrants outstanding.

At December 31, 2025, there were 3,250,000 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

4 unchanged sentences

$ 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.

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.

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.

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 of

which this prospectus forms a part 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.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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.

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.

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

2 unchanged sentences

become exercisable, the Company may redeem the outstanding Class B.1 Private Placement Warrants:

whole and not in part;

a price of $ 0.01 per warrant;

upon a minimum of 30 days ’ prior written notice of redemption (the “30-day redemption

● 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 this offering.

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.

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”);

● 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.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

14 unchanged sentences

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.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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 September 30, 2025 and December 31, 2024, the

Company had $ 194,649 and $ 62,384 , respectively, outstanding borrowings under the promissory note.

As of September 30, 2025, the Company

fully paid the $ 194,649 outstanding under the promissory note.

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.

The Company fully

paid the $ 62,384 outstanding under the promissory note.

As of March 31.

2026 and December 31, 2025, the Company had $ 0 , outstanding borrowings

under the promissory note.

Borrowings under this note are no longer available.

3 unchanged sentences

per month for office space, utilities, and secretarial and administrative support.

For the three and nine months ended September 30,

2025, the Company incurred and paid $ 25,000 in fees for these services.

For the three months ended September 30, 2024 and for the period

from June 5, 2024 (inception) through September 30, 2024, the Company did not incur any fees for these services.

For the three months ended March 31, 2026 and 2025,

the Company incurred and paid $ 30,000 and $ 0 in fees for these services, which are included in general and administrative costs in the

condensed statements of operation.

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 unaudited condensed balance sheet.

On July 22, 2025, the

Company repaid the outstanding balance of $ 13,686 .

As of September 30, 2025, there was no outstanding balance 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 sheets.

2025, the Company repaid the outstanding balance of $ 13,686 .

As of March 31, 2026, there was no outstanding balance due to Sponsor.

Related Party Loans

10 unchanged sentences

would be identical to the Private Placement Warrants.

As of September 30, 2025 and December 31, 2024, no such Working Capital Loans were

As of March 31.

2026 and December 31, 2025, no such Working Capital Loans were outstanding.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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.

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the

Israel-Hamas conflict, the instability in the Middle East and the international trade policies in the U.S.

and elsewhere.

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,

12 unchanged sentences

business combination and any target business with which the Company may ultimately consummate an initial business combination.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

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

9 unchanged sentences

Underwriters’ Agreement

The underwriters have a 45-day option from the

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.

9 unchanged sentences

Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

As of September 30, 2025 and December

As of March 31, 2026 and December

31, 2025, there were no preference shares issued or outstanding.

1 unchanged sentence

Company is authorized to issue a total of 445,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At September 30, 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.

At March 31, 2026 and

December 31, 2025, there were no shares of Class A ordinary shares issued or outstanding, excluding 11,500,000 shares subject to

possible redemption.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Class B Ordinary Shares — The

13 unchanged sentences

As such, the 500,000 founder shares are no longer subject to forfeiture.

At September 30, 2025 and December 31, 2024, there were 3,833,333 Class B ordinary shares issued and outstanding.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

2026 and December 31, 2025, there were 3,833,333 Class B ordinary shares issued and outstanding.

The founder shares will automatically convert

3 unchanged sentences

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 this 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 this offering (including any Class A ordinary shares issued pursuant to the underwriters’

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),

5 unchanged sentences

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.

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.

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).

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.

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.

FAIR VALUE MEASUREMENTS

6 unchanged sentences

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:

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.

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.

Unobservable inputs based

on assessment of the assumptions that market participants would use in pricing the asset or liability.

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:

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.

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.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The following table presents information about

the Company’s assets and liabilities that are measured at fair value as of September 30, 2025, and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

September 30,

Derivative liability – Public Rights

the Company’s assets and liabilities that are measured at fair value as of March 31, 2026 and December 31, 2025, and indicates the

fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Derivative liability – Private Warrants

2 unchanged sentences

The Public Rights were accounted for as liabilities in accordance with ASC 815-40 and are presented within

right liability in the accompanying unaudited condensed balance sheet.

right liability in the accompanying unaudited condensed balance sheets.

The right liability is measured at fair value at inception and

on a recurring basis, with changes in fair value presented within the unaudited condensed statements of operations.

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

Change in fair value

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:

September 30,

Unit offering price

8 unchanged sentences

The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within

the unaudited condensed statements of operations.

the statements of operations.

Non-Redeemable

Fair value as of December 31, 2025

Change in fair value

Fair value as of March 31, 2026

The following table presents the quantitative

information regarding market assumptions used in the valuation of the private warrants:

July 16, 2025

September 30, 2025

December 31, 2025

March 31, 2026

Implied share price

9 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

SEGMENT INFORMATION

4 unchanged sentences

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.

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 condensed statements of operations as net

income or loss.

The measure of segment assets is reported on the condensed 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:

September 30,

Cash and marketable securities held in Trust Account

and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income

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:

Marketable securities held in Trust Account

$ 118,138,535

September 30,

For the Period

September 30,

$ 117,108,805

For the Three Months Ended March 31,

General and administrative costs

Interest earned on marketable securities held the Trust Account

Interest earned on marketable securities held in Trust Account

General and administrative costs are reviewed

4 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred

after the unaudited condensed balance sheets date through September 30, 2025, the date that the unaudited condensed financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the unaudited condensed financial statements.

The Company evaluated subsequent events and transactions

that occurred after the unaudited condensed balance sheets date through May 15, 2026 , the

date that the unaudited condensed 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 unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements