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Item 1. Financial Statements

2026-08-13 compared with 2026-05-15 · 298 added, 266 removed, 667 unchanged (46% of the section changed)

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Commitments and Contingencies (Note 6)

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

Class A ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.36 per share and $ 10.18 per share as of June 30, 2026 and December 31, 2025 respectively

Shareholders’ Deficit

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5,000,000 shares authorized;

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

none issued or outstanding as of June 30, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value;

445,000,000 shares authorized;

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

none issued or outstanding as of June 30, 2026 and December 31, 2025 (excluding 11,500,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

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

3,833,333 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in capital

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For the Three Months Ended

For the Six Months Ended

General and administrative costs

1 unchanged sentence

Other income:

Gain on derivative liability

Loss on derivative liability

Interest earned on cash held in Operating Bank Account

Interest earned on marketable securities held in Trust Account

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Weighted average shares outstanding, Class A ordinary shares

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

Weighted average shares outstanding, Class B ordinary shares

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

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

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).

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

(1) 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.

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31.

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

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( 7,971,859 )

FOR THE THREE MONTHS ENDED MARCH 31.

Accretion for Class A ordinary shares to redemption amount

( 1,045,695 )

Balance – June 30, 2026 (Unaudited)

$ ( 9,046,204 )

$ ( 9,045,821 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

Ordinary Shares (1)

Additional Paid-in

Total Shareholders’

Shareholder’s

Balance — January 1, 2025

Balance – March 31, 2025 (Unaudited)

Balance – June 30, 2025 (Unaudited)

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash Flows from Operating Activities:

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

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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 March 31.

2026, the Company had not commenced

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 June 30, 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,

All activity for the period from June 5, 2024 (inception) through June 30, 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 will not generate any operating revenues until after the completion of its initial Business Combination, at

the earliest.

The Company generates non-operating income in the form of interest income on investments from the proceeds derived from

the Initial Public Offering (as defined below).

The Company has selected December 31 as its fiscal year end.

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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,

Placement Warrant, in a private placement to Silver Lode 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

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be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account

(as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account)

at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination

if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment

Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able

to successfully effect a Business Combination.

Upon closing of the Initial Public Offering, on

July 16, 2025, an amount of $ 115,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private

(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.

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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

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

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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.

or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination

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

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.

JUNE 30, 2026

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

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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.

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

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(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).

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

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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

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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.

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

JUNE 30, 2026

Going Concern

As of March 31.

2026, the Company had operating

As of June 30, 2026, the Company had operating

cash of $ 159,863 and a working capital surplus of $ 112,554 .

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In connection with the Company’s assessment

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

2026, the Company may need

of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2026, the Company may need

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

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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

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.

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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.

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

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be

required to liquidate after the Combination Period.

The Company intends to complete the initial Business Combination before the end of

the Combination Period.

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

end of the Combination Period.

SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

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The accompanying unaudited condensed financial

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.

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 and six months ended June 30, 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.

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 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.

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 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

JUNE 30, 2026

Use of Estimates

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

Accordingly, the actual results could differ significantly from those

Accordingly, the actual results could differ significantly from

those estimates.

Cash and Cash Equivalents

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The Company had $ 159,863 and $ 378,794 in cash,

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

with no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Marketable Securities Held in Trust Account

The Company’s portfolio of investments is

comprised of cash and U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with

a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily

determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

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

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.

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 June 30, 2026 and December 31, 2025, the assets held in the Trust Account

of $ 119,184,230 and $ 117,108,805 were held in money market funds, respectively.

Concentration of Credit Risk

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Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

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

JUNE 30, 2026

Class A Ordinary Shares Subject to Possible

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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:

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 June 30, 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 June 30, 2026,

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

Gross proceeds

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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

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption, June 30, 2026

$ 119,184,230

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

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 taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of

assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the

periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce

deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

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

As of March 31, 2026 and December

As of June 30, 2026 and December

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

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Warrant Instruments

2026 and December 31, 2025, there

At June 30, 2026 and December 31, 2025, there

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

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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

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

At June 30, 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.

connection with the Initial Public Offering in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives

and Hedging”.

Accordingly, the Company evaluated and classified the share rights under liability at fair value and will adjust

the instrument to fair value at each reporting period.

This liability will be re-measured at each balance sheet date until the rights

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

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Net Income (Loss) per Ordinary Share

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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 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,

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

and six months ended June 30, 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.

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 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 June 30,

Basic and diluted net income per Ordinary Share

2 unchanged sentences

Basic and diluted net income per Ordinary Share

For the Six Months Ended June 30,

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 income per Ordinary Share

Recent Accounting Standards

8 unchanged sentences

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods,

and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and

existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and

interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07

1 unchanged sentence

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.

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

JUNE 30, 2026

INITIAL PUBLIC OFFERING

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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.

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.

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.

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

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(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 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;

3 unchanged sentences

would not be voted in favor of approving the business combination transaction).

As of March 31.

2026, there were 3,250,000 Private

As of June 30, 2026, there were 3,250,000 Private

Placement Warrants outstanding.

7 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

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NOTES TO CONDENSED FINANCIAL STATEMENTS

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

JUNE 30, 2026

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

7 unchanged sentences

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 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

3 unchanged sentences

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.

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:

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.

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

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

12 unchanged sentences

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.

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

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

RELATED PARTY TRANSACTIONS

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

As of March 31.

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

As of June 30, 2026 and December 31, 2025, the Company had $ 0 , outstanding borrowings

under the promissory note.

4 unchanged sentences

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

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.

For the three and six months ended June 30, 2026, the

Company incurred and paid $ 30,000 and $ 60,000 , respectively, in fees for these services, which are included in general and administrative

costs in the condensed statements of operation.

Due to Sponsor

3 unchanged sentences

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

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

As of December 31, 2025, there was no outstanding balance due to Sponsor.

Related Party Loans

10 unchanged sentences

would be identical to the Private Placement Warrants.

As of March 31.

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

As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

COMMITMENTS AND CONTINGENCIES

48 unchanged sentences

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

As of March 31, 2026 and December

As of June 30, 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 March 31, 2026 and

At June 30, 2026 and

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

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Class B Ordinary Shares — The

13 unchanged sentences

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

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

At June 30, 2026 and December 31, 2025, there were 3,833,333 Class B ordinary shares issued and outstanding.

The founder shares will automatically convert

57 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

The following table presents information about

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

the Company’s assets and liabilities that are measured at fair value as of June 30, 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

Derivative liability – Public Rights

The fair value of the Public Rights was determined

1 unchanged sentence

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 sheets.

The right liability is measured at fair value at inception and

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

derivative liability – public rights in the accompanying unaudited condensed balance sheets.

The derivative liability – public

rights is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of

The following table presents the changes in the

18 unchanged sentences

Warrants was determined using the Monte Carlo Simulation Model and Black-Scholes-Merton, respectively.

The Private Warrants were accounted

for as liabilities in accordance with ASC 815-40 and are presented within warrant liability in the accompanying unaudited condensed balance

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

the statements of operations.

The Level 3 private warrants were

accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative liability – private warrants in the

accompanying unaudited condensed balance sheets.

The derivative liability – private warrant is measured at fair value at inception

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

Non-Redeemable

2 unchanged sentences

Fair value as of March 31, 2026

Change in fair value

Fair value as of June 30, 2026

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

The following table presents the quantitative

1 unchanged sentence

December 31, 2025

March 31, 2026

June 30, 2026

Implied share price

7 unchanged sentences

Probability-weighted BSM warrant price

SILVER PEGASUS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEGMENT INFORMATION

16 unchanged sentences

$ 117,108,805

For the Three Months Ended March 31,

For the Three

General and administrative costs

Interest earned on cash held in Operating Bank Account

Interest earned on marketable securities held in Trust Account

6 unchanged sentences

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.

that occurred after the unaudited condensed balance sheets date through the date that the unaudited condensed financial statements were

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