What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-21 · 202 added, 132 removed, 865 unchanged (28% of the section changed)

3 unchanged sentences

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal year ended December 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our chief executive

officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

Management’s Report on Internal Controls Over Financial Reporting

219 unchanged sentences

Startup accelerator and venture capital

Partner, CEO SparkLabs Korea

SparkLabs Group (1)

Startup accelerator and venture capital

AIG Insurance Korea

Nonprofit Organization

Ho Min (Jimmy) Kim

2 unchanged sentences

Partner, CEO SparkLabs Korea

Namasan Enterprise

Cuong Viet Do

1 unchanged sentence

President, CEO and Director

MSP Therapeutics

Biotechnology

Seneca Therapeutics

Biotechnology

Cambium Grove Capital (1)

Asset management

Magnolia Grove Unlimited

Asset management

SparkLabs Taipei (1)

11 unchanged sentences

Vice President, Strategy

Avisi Technologies

Medical technology

(1) Includes certain of its funds, other affiliates and portfolio companies.

4 unchanged sentences

● Our Sponsor subscribed for founder shares prior to IPO and purchased Private Warrants in a transaction that closed simultaneously with the closing of the IPO.

● Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 11, 2025 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

● Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by September 29, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame.

If we do not complete our initial business combination within the prescribed time frame, the Private Warrants will expire worthless.

Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $11.50 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 at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $11.50 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 at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public

shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Except as described herein, the Private Warrants will not be transferable until 30 days following the completion of our initial business combination.

1 unchanged sentence

● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

In addition, our Sponsor, officers and directors may Sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business

In addition, our Sponsor, officers and directors may Sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.

Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

● We issued an unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which $840,000 was advanced as of December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

● We issued a convertible unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which $1,540,000 was outstanding as of December 31, 2025.

The note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

14 unchanged sentences

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

Our amended and restated memorandum and articles of association provide for indemnification of our officers

and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.

We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are

entitled to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

40 unchanged sentences

SLG SPAC Fund LLC (our Sponsor) (3)

Wealthspring Capital LLC (4)

HGC Investment Management Inc.

Entities affiliated with AQR Capital Management (6)

Karpus Investment Management (7)

Entities affiliated with First Trust Capital (8)

Directors and Executive Officers

7 unchanged sentences

The sole managing member of our Sponsor is SparkLabs Group Management, of which Bernard Moon is a managing member and may be deemed the beneficial owner of such shares.

(4) Based on a Schedule 13G filed on February 8, 2024 by Wealthspring Capital LLC and Matthew Simpson.

The principal business address for Wealthspring Capital LLC and Mr.

Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.

(5) Based on a Schedule 13G filed on February 14, 2024 by HGC Investment Management Inc., a company incorporated under the laws of Canada, which serves as the investment manager to The HGC Fund LP, an Ontario limited partnership.

The principal business address for each of these entities is 1073 Yonge Street, 2nd Floor, Toronto, Ontario M4W 2L2, Canada.

(6) Based on a Schedule 13G filed on February 14, 2024 by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC.

The principal business address for each of these entities is One Greenwich Plaza, Greenwich, CT 06830.

(7) Based on a Schedule 13G filed on November 12, 2024 by Karpus Investment Management.

The principal business address for Karpus Investment Management is 183 Sully’s Trail, Pittsford, New York 14534.

(8) Based on a Schedule 13G filed on November 14, 2024 by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P.

and FTCS Sub GP LLC.

The principal address for First Trust Merger Arbitrage Fund is 235 West Galena Street, Milwaukee, WI 53212.

The principal address for First Trust Capital Management L.P., First Trust Capital Solutions L.P.

and FTCS Sub GP LLC is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

Restrictions on Transfers of Founder Shares and Private Warrants

3 unchanged sentences

The foregoing restrictions are not applicable to transfers:

(i) to our officers, directors or advisors, any affiliates or family members of any of our officers, directors or advisors, any members or partners of the Sponsor or any affiliates of the Sponsor or the Sponsor’s members or partners, (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family, or an affiliate of such person, or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or transfers made in connection with the consummation of our initial business combination at prices no greater than the price at which the Private Warrants, as applicable, were originally purchased, (vi) in the event of our liquidation prior to the completion of our initial business combination, (vii) by virtue of the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (viii) to the Company for no value for cancellation in connection with the consummation of an initial business combination, (ix) in the event of our liquidation prior to the completion of our initial business combination, or (x) subsequent to the completion of our initial business combination, in the event of our liquidation, merger, share capital exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property;

reorganization or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property;

provided , however, that in the case of clauses (i) through (x) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

40 unchanged sentences

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

On January 28, 2025, we issued the Note in the principal amount of up to $1,900,000 to the Sponsor, of which $840,000 was advanced as of December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

On January 28, 2025, we issued a convertible unsecured promissory note in the principal amount of up to $1,900,000 to the Sponsor, of which we borrowed $1,540,000 as of December 31, 2025.

The note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

1 unchanged sentence

The terms of the Working Capital Warrants will be identical to the terms of the Private Warrants.

The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

We do not expect to

seek loans from parties other than our Sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

On June 25, 2025, we issued a non-convertible unsecured promissory note in the principal amount of up to $2,500,000 to the Sponsor, of which we borrowed $1,700,000 as of December 31, 2025.

The non-convertible unsecured promissory note does not bear interest and is repayable upon the earlier of the consummation of our initial business combination and the last day that we have to complete a business combination.

The notes are subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the note and all other sums payable with regard to the notes becoming immediately due and payable.

We do not expect to seek loans from parties other than our Sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

5 unchanged sentences

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

A majority of the members of the entire audit committee will

constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

8 unchanged sentences

Principal Accountant Fees and Services

The following is a summary of fees paid or to be paid to Marcum LLP (“Marcum”) for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2024 and December 31, 2023 totaled $108,150 and $198,790, respectively.

On November 1, 2024 CBIZ CPAs P.C.

acquired the attest business of Marcum and Marcum continued to serve as the independent registered accounting firm of the Company.

On April 8, 2025 with the approval of the Company’s Board of Directors, CBIZ CPAs P.C.

was engaged as the Company’s independent registered public accounting firm for the year ended December 31, 2025.

The following is a summary of fees paid or to be paid to CBIZ CPAs, P.C.

(“CBIZ”) for services rendered in 2025 and Marcum LLP (“Marcum”) for services rendered in 2024.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by CBIZ and Marcum in connection with regulatory filings.

The aggregate fees billed by CBIZ and Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10 - Q for the respective periods and other required filings with the SEC for the years ended December 31, 2025 and December 31, 2024 totaled $123,334 and $108,150, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

1 unchanged sentence

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum any audit-related fees for the years ended December 31, 2024 and December 31, 2023.

We did not pay CBIZ or Marcum any audit-related fees for the years ended December 31, 2025 and December 31, 2024.

During the years ended December 31, 2025 and 2024, our independent registered public accounting firms did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

During the years ended December 31, 2024 and 2023, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

During the years ended December 31, 2025 and 2024, there were no fees billed for products and services provided by our independent registered public accounting firms other than those set forth above.

Pre-Approval Policy

3 unchanged sentences

(1) Financial Statements

Report of Independent Registered Public Accounting Firm - CBIZ CPAs, P.C.

(PCAOB ID # 199)

Report of Independent Registered Public Accounting Firm - Marcum LLP (PCAOB ID # 688)

83 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - CBIZ CPAs, P.C.

(PCAOB ID # 199 )

Report of Independent Registered Public Accounting Firm - Marcum LLP (PCAOB ID # 688 )

8 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Spark I Acquisition Corporation (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheet of Spark I Acquisition Corporation (the “Company”) as of December 31, 2025, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before September 29, 2026.

There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to September 29, 2026, if at all.

The Company also has no approved plan in place to extend the business combination deadline beyond September 29, 2026, and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAS P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2022 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

March 30, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Spark I Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Spark I Acquisition Corporation (the “Company”) as of December 31, 2024, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

6 unchanged sentences

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB .

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2022.

Hartford, Connecticut

We have served as the Company’s auditor from 2022 to 2025.

March 21, 2025

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Total Current Assets

Mutual funds held in trust

Investments held in trust

LIABILITIES AND SHAREHOLDERS’ DEFICIT

2 unchanged sentences

Related party payable

Note payable - Sponsor

Convertible note payable - Sponsor

Sponsor advance

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Class A ordinary shares subject to possible redemption;

10,000,000 shares at redemption value of $ 10.69 and $ 10.17 as of December 31, 2024 and 2023, respectively

2,236,713 and 10,000,000 shares at redemption value of $ 11.25 and $ 10.69 as of December 31, 2025 and 2024, respectively

Shareholders’ Deficit:

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none issued and outstanding as of December 31, 2025 and 2024, respectively

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, none issued and outstanding (excluding 10,000,000 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 6,422,078 shares issued and outstanding at December 31, 2024 and 2023, respectively

Class A ordinary shares, $ 0.0001 par value, 500,000,000 shares authorized, 4,000,000 and 0 issued and outstanding (excluding 2,236,713 and 10,000,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,422,078 and 6,422,078 shares issued and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

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TOTAL EXPENSES

Operating account interest income

Interest earned on investments held in Trust Account

Interest Income

Forgiveness of debt

Unrealized gain on investments held in trust account

TOTAL OTHER INCOME

Net income (loss)

Weighted average Class A ordinary shares outstanding, basic and diluted

Basic and diluted net income (loss) per ordinary share

Weighted average Class B ordinary shares outstanding, basic and diluted

Basic and diluted net income (loss) per ordinary share

Weighted average redeemable Class A ordinary shares outstanding, basic and diluted

Basic and diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable Class A and Class B ordinary shares outstanding, basic and diluted

Basic and diluted net income per non-redeemable Class A and Class B ordinary share

SPARK I ACQUISITION CORPORATION

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FOR THE YEARS DECEMBER 31, 2025 AND 2024

Class A Ordinary Shares

Class B Ordinary Shares

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( 2,270,713 )

Class B shares forfeited as a result of underwriter not exercising overallotment option

Issuance of Private Placement warrants, net of offering costs

Fair value of Public warrants, net of offering costs

Remeasurement of Class A ordinary shares subject to possible redemption

7 unchanged sentences

( 3,078,881 )

Class B ordinary share conversion

( 4,000,000 )

Balance, December 31, 2025

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Cash Flows from Operating Activities:

Net income (loss)

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

Adjustments to reconcile net income to net cash used in operating activities

Interest earned on investments held in Trust Account

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Cash Flows from Investing Activities:

Cash withdrawn from trust account

Cash deposited into Trust Account

( 100,500,000 )

Net Cash used in Investing Activities

( 100,500,000 )

Net Cash Provided by Investing Activities

Cash Flows from Financing Activities:

Proceeds from issuance of Class A ordinary shares

Proceeds from private placement sale

Proceeds from Sponsor note

Proceeds from Sponsor advance

Repayment of Sponsor note

Proceeds from Note payable - Sponsor

Proceeds from Convertible Note payable – Sponsor

Redemptions of Class A ordinary shares

( 84,840,616 )

Payments of offering costs

Net Cash Provided by (Used in) Investing Activities

( 82,440,616 )

Net Cash Provided by Investing Activities

Net change in cash

4 unchanged sentences

Remeasurement of Class A ordinary shares to redemption value

Conversion of Class B non-redeemable ordinary shares to Class A non-redeemable ordinary Shares

SPARK I ACQUISITION CORPORATION

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The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.

If the Company has not completed a Business Combination by July 11, 2025 (the ‘Combination Period”), or the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of 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 and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

If the Company has not completed a Business Combination by September 29, 2026 (the “Combination Period”), or the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of 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 and not previously released to us to pay our taxes, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

9 unchanged sentences

None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

On June 25, 2025, the Sponsor agreed to make monthly deposits, each in an amount equal to the lesser of (i) $ 0.015 for each outstanding Class A ordinary share, par value $ 0.0001 per share, of the Company and (ii) $ 55,000 , up to a maximum aggregate amount of $ 825,000 , directly to the Company’s trust account in order to extend the Company’s time period to consummate a business combination.

As of December 31, 2025, the Company deposited $ 201,305 into the trust account.

On July 8, 2025, the Company held an extraordinary general meeting of shareholders where the Company’s shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from July 11, 2025 to September 29, 2026.

In connection with the July 8, 2025 extraordinary general meeting of shareholders, the Sponsor agreed to convert 4,000,000 Class B ordinary shares of the Company into 4,000,000 Class A ordinary shares of the Company.

In connection with the July 8, 2025 extraordinary general meeting of shareholders, holders of 7,763,287 Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.93 per share, for an aggregate redemption amount of approximately $ 84.8 million.

As a result, approximately $ 84.8 million was removed from the Trust Account to redeem such shares.

Following the redemption, there was 2,236,713 Class A Ordinary Shares held by public shareholders outstanding and 6,236,713 total Class A Ordinary Shares issued and outstanding, including Class A Ordinary Shares issued to the Sponsor in the conversion.

Upon payment of the redemption, approximately $ 24.4 million remained in the Trust Account prior to any contribution made by the Sponsor.

Liquidity and Capital Resources

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However, the Company has future obligations to management, consultants, and directors that will likely extinguish the cash balance within approximately a year from the filing date of the December 31, 2025 Form 10- K.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern, the Company was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before July 11, 2025.

The Company also has no approved plan in place to extend the business combination deadline beyond July 11, 2025, and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date.

Management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements.

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Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

The escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions and effect the stability of the Middle East region.

It is unknown how long any of these disruptions will continue and whether such disruptions will become more severe.

Various social and political circumstances in the U.S.

and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

The Iran war has resulted in higher oil prices and created concerns about economic recession.

Tariffs imposed by the U.S.

presidential administration caused geopolitical tension and higher prices of goods throughout the global economy.

Sanctions imposed by the U.S.

and other countries in connection with hostilities between Russia and Ukraine and tensions between China and Taiwan have caused additional financial market volatility and affected the global economy.

Concerns over persistent inflation, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility and could adversely affect the Company’s ability to complete a business combination and could have a material adverse effect on the value of the Company’s securitiesThe financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

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The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 independent registered public accounting firm 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.

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.

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Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $ 5,000,001 .

In connection with the extraordinary general meeting of shareholders, on July 9, 2025 public shareholders holding 7,763,287 Class A ordinary shares elected to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

As a result, $ 84,840,616 , or $ 10.92 per share, was removed from the Trust Account in connection with the redemption in order to pay such holders.

Accordingly, at December 31, 2025 and 2024, the 2,236,713 and 10,000,000 , respectively, Class A ordinary shares subject to possible redemption in the amount of $ 25,164,437 and $ 106,926,172 at redemption value per Public Share are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

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Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

For the year ended, December 31, 2025 and 2024, the Company recorded measurement adjustments of $ 3,078,881 and $ 5,248,662 , respectively, to increase to redemption value.

As of December 31, 2025 and 2024, the amount of Class A ordinary shares reflected on the balance sheets are reconciled in the following table:

Gross proceeds from sale of Class A Ordinary Shares in IPO

Proceeds allocated to Public Warrants

( 4,440,076 )

Class A ordinary shares issuance costs

( 6,216,480 )

Class A ordinary shares subject to possible redemption, December 31, 2023

Remeasurement adjustment on redeemable ordinary shares

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Remeasurement adjustment on redeemable ordinary shares

Redemption of Class A ordinary Shares

( 84,840,616 )

( 7,763,287 )

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

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the year.

Class B to Class A Share Conversion

During the year ended December 31, 2025, 4,000,000 shares of Class B ordinary shares were converted into Class A ordinary shares in accordance with the Company’s governing documents.

The conversion did not alter the rights, preferences, or privileges of the shares.

As a result, the transaction was accounted for as an equity reclassification, with the carrying amount of Class B shares transferred to Class A shares.

No gain or loss was recognized in connection with the conversion.

The total number of issued and outstanding shares and total shareholders’ equity was not affected by the conversion.

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the year.

Weighted average shares were not reduced for the effect of an aggregate of 3,435,065 Class A and Class B nonredeemable ordinary shares that were subject to forfeiture depending on the amount of the proceeds received under the forward purchase agreement described below or in the event of the Company’s winding up and subsequent dissolution.

The Company applies the two-class method in calculating earnings per share.

The remeasurement adjustment associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement.

The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement.

As of December 31, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and subsequently share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income (loss)per ordinary share.

Class B Redeemable ordinary shares

Allocation of net income (loss), as adjusted

The following table reflects the calculation of basic and diluted net income per ordinary share.

Class A Redeemable ordinary shares

Allocation of net income, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per Class A Ordinary Share

Class B Non-redeemable ordinary shares

Allocation of net income (loss), as adjusted

Basic and diluted net income per Class A redeemable ordinary share

Class A and B non-redeemable ordinary shares

Allocation of net income, as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per Class B Ordinary Share

Basic and diluted net income per Class A and B non-redeemable ordinary share

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

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government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act.

Investments held in Trust Account are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 input utilizing quoted prices (unadjusted) in active markets for identical assets.)

Fair Value of Financial Instruments

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Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.

This ASU will be effective for the annual period ending December 31, 2025.

The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-03, “Disaggregation of Income Statement Expenses,” which requires disclosures of certain disaggregated income statement expense captions into specified categories within the footnotes to the financial statements.

The requirements of the ASU are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The requirements will be applied prospectively with the option for retrospective application.

The Company is currently evaluating the impact ASU No.

2024-03 will have on its condensed financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Recently Adopted Accounting Standards

On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.” This guidance was issued to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

Specifically, this guidance requires entities to utilize a new “expected loss” model as it relates to financial instruments and receivables.

The adoption of ASU 2016-13 did not have any impact to the Company’s financial position, results of operations or cash flows.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

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See Note 10 for further information.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740):

This ASU will be effective for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-09 on January 1, 2025 utilizing the prospective method.

Adoption of the ASU did not impact the Company’s financial statements or disclosures.

NOTE 3 — INITIAL PUBLIC OFFERING

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3,435,065 Founder Shares are subject to forfeiture immediately prior to the closing of the Company’s initial business combination depending on the amount of the proceeds received under the forward purchase agreement, or in the event of our liquidation and subsequent dissolution.

The number of the Founder Shares outstanding, which includes 3,435,065 Class B ordinary shares issued in connection with the forward purchase agreement.

The number of the Founder Shares outstanding, which includes 3,435,065 Class A and Class B ordinary shares issued in connection with the forward purchase agreement.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination and subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 11.50 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

On July 8, 2025, the Sponsor agreed to convert 4,000,000 Class B ordinary shares of the Company into 4,000,000 Class A ordinary shares of the Company.

General and Administrative Services

Commencing on August 1, 2021, the Company has agreed to pay the Sponsor a total of $ 300,000 for office space, utilities and secretarial and administrative support for up to 36 months.

On January 1, 2023, the agreement was amended to extend the term through 36 months with no change in the fee.

Beginning January 1, 2023, the Company will amortize the remaining balance of prepaid administrative support fees over the new remaining period.

The Company prepaid $ 300,000 for these support fees in 2021, of which approximately $ 0 remains at December 31, 2024 and approximately $ 32,000 remained at December 31, 2023.

For the years ended December 31, 2025 and 2024, administrative support fees expense was $ 0 and $ 34,330 , respectively.

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In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On January 28, 2025, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 1,900,000 to the Sponsor, of which $ 840,000 was advanced at December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

Convertible Note Payable – Sponsor

On January 28, 2025, the Company issued a convertible unsecured promissory note (the “Note”) in the principal amount of up to $ 1,900,000 to the Sponsor, of which $ 700,000 was advanced during the year ended December 31, 2025 and $ 840,000 was advanced during the year ended December 31, 2024.

The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

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As of December 31, 2025 and December 31, 2024, the amount outstanding on this Note was $ 1,540,000 and $ 840,000 , respectively.

Note Payable – Sponsor

On June 25, 2025, the Company issued a non-convertible unsecured promissory note (the “Second Note”) in the principal amount of up to $ 2,500,000 to the Sponsor.

The Second Note does not bear interest and is repayable upon the earlier of the consummation of the Company’s initial business combination and the last day that the Company has to complete a business combination.

As of December 31, 2025, the Company borrowed $ 1,700,000 under the Second Note.

Related Party Loans

On March 29, 2024, the Sponsor advanced the Company $ 3,500 for working capital purposes.

The advances are non-interest bearing and are due on demand.

This related party transaction is included on the accompanying balance sheets as a related party payable.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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In addition, the forward purchaser may terminate its commitment under the forward purchase agreement at any time before the closing of the Company’s initial business combination.

Accordingly, if the forward purchaser exercises its right to terminate its commitment to purchase any forward purchase securities, the Company will not receive any of the amount of proceeds under the forward purchase agreement and all of the 3,435,065 Class B ordinary shares will then be forfeited prior to the closing of the Company’s initial business combination.

Accordingly, if the forward purchaser exercises its right to terminate its commitment to purchase any forward purchase securities, the Company will not receive any of the amount of proceeds under the forward purchase agreement and all of the 3,435,065 Class A and Class B ordinary shares will then be forfeited prior to the closing of the Company’s initial business combination.

The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.

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Holders of Class A ordinary shares are entitled to one vote for each share.

As of December 31, 2024 and 2023, there were no shares of Class A ordinary shares issued or outstanding (excluding 10,000,000 shares subject to possible redemption as of December 31, 2024 and 2023).

On July 9, 2025, the Sponsor converted 4,000,000 Class B ordinary shares into Class A ordinary shares.

Notwithstanding the conversions, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A ordinary shares issued upon conversion of the Founder Shares.

As of December 31, 2025 and December 31, 2024 there were 4,000,000 and 0 Class A ordinary shares issued and outstanding, respectively (excluding 2,236,713 and 10,000,000 Class A ordinary shares subject to possible redemption, respectively) of which up to 3,435,065 shares are subject to forfeiture immediately prior to the closing of our initial business combination depending on the amount of the proceeds received under the forward purchase agreement or in the event of our liquidation and subsequent dissolution.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each share.

As of December 31, 2024 and 2023, there were 6,422,078 shares of Class B ordinary shares issued and outstanding, up to 3,435,065 of which are subject to forfeiture immediately prior to the closing of our initial business combination depending on the amount of the proceeds received under the forward purchase agreement described below or in the event of our liquidation and subsequent dissolution.

As of December 31, 2025 and 2024, there were 2,422,078 and 6,422,078 shares of Class B ordinary shares issued and outstanding, respectively.

Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination.

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The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Mutual funds held in Trust Account

Investments held in Trust Account

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

During the years ended December 31, 2025 and 2024, there were no transfers into or out of Level 3.

Level 1 assets include investments in mutual funds solely invested money market funds and U.S.

Treasury obligations, as prescribed by the Company’s investment management trust agreement.

In accordance with the Company’s investment management trust agreement, investments held in trust consist only of money market mutual funds invested solely in direct U.S.

treasury obligations, which is considered a Level 1 measurement.

The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

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ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

Operating segments are defined as components of an

enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company is a blank check company formed for the purpose of effecting a Business Combination.

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Total other income

Net income (loss)

NOTE 11 — SUBSEQUENT EVENTS

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Based upon this review, other than discussed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

On January 28, 2025, the Company issued an unsecured promissory note in the principal amount of up to $ 1,900,000 to the Sponsor, of which $ 840,000 was advanced as of December 31, 2024.

The advance was converted to this promissory note once the note was executed on January 28, 2025.

The note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination.

If the Company does not complete a Business Combination, the note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert all or a portion of up to $ 1,500,000 of the unpaid principal balance of the note into that number of warrants to purchase one Class A ordinary share, $ 0.0001 par value per share, of the Company equal to the principal amount of the note so converted divided by $ 1.00 .

The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company’s initial public offering.

The note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the note and all other sums payable with regard to the note becoming immediately due and payable.

On January 27, 2026, the Company received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5620(a), which requires companies listed on Nasdaq to hold an annual meeting of shareholders within twelve months of the end of the company’s fiscal year.

On February 25, 2026, the Company held its Annual Meeting and as such has since received confirmation from Nasdaq that the Company is in compliance with Nasdaq Listing Rule 5620(a).

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-K

Item 9A. Controls and Procedures