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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-14 · 22 added, 18 removed, 73 unchanged (35% of the section changed)

10 unchanged sentences

Therefore, you should not rely on any of these forward-looking statements.

Important factors that could cause our actual results and financial condition to differ materially from those expressed or implied by forward-looking statements include our ability to consummate a business combination with Kneron Holding Corporation (“Kneron”) or any other operating company on acceptable terms, if at all, and before the outside date under our amended and restated memorandum of articles of association as well as those risks discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, including those under the heading “Risk Factors.” The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

(“ZincFive”) or any other operating company on acceptable terms, if at all, and before the outside date under our amended and restated memorandum of articles of association as well as those risks discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, including those under the heading “Risk Factors.” The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

2 unchanged sentences

Since our initial public offering (the “Initial Public Offering”), we have completed a detailed assessment of SparkLabs Group ecosystem companies, and have finalized initial targets to prioritize.

Following substantive discussions with multiple prioritized targets, in October 2024, we announced that we had signed a non-binding LOI for a business combination with Kneron, a leading provider of full stack edge AI solutions based in San Diego, California, as well as a non-binding LOI for a business combination with a company is in the hospitality software as a service/platform space.

While both of these LOIs have expired, we have now moved to the next phase of actively negotiating the terms of a binding business combination agreement with Kneron.

Following substantive discussions with multiple prioritized targets, in June 2026, we announced that we had entered into an agreement and plan of merger and reorganization with ZincFive, Inc.

See the risk factor titled “We may not be able to consummate an initial business combination by September 29, 2026, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.” in our Annual Report on Form 10-K for the year ended December 31, 2025.

1 unchanged sentence

In order to finance our working capital needs, SLG SPAC Fund LLC (the “Sponsor”) or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans.

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 March 31, 2026 and December 31, 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 $1,900,000 and $1,540,000 as of June 30, 2026 and December 31, 2025, respectively.

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.

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 $2,200,000 and 1,700,000 as of March 31, 2026 and December 31, 2025, respectively.

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.

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 $2,500,000 and 1,700,000 as of June 30, 2026 and December 31, 2025, respectively.

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.

We have incurred, or expect to continue to incur, significant costs in the pursuit of our acquisition plans.

2 unchanged sentences

We have neither engaged in any operations nor generated any operating revenues to date.

Our only activities through March 31, 2026 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent to the IPO, identifying a target company for an initial business combination.

Our only activities through June 30, 2026 were organizational activities and those necessary to prepare for our IPO, which is described below, and subsequent to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

1 unchanged sentence

We have incurred, or expect that we will incur, increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial business combination.

For the three months ended March 31, 2026, we had a net loss of $94,195, which consists of operating expenses of $156,019 and administration fees– related party of $159,940 offset by the interest earned on investments held in the Trust Account of $221,762 and operating account interest income of $2.

For the three months ended March 31, 2025, we had net income of $542,329, which consists of operating expenses of $307,715 and administration– related party of $269,650 offset by the interest earned on investments held in the Trust Account of $1,119,693 and operating account interest income of $1.

For the three months ended June 30, 2026, we had net loss of $1,650,889, which consists of operating expenses of $1,697,094 and administration – related party expenses of $179,940 offset by the interest earned on investments held in the Trust Account of $226,144 and interest income of $1.

For the three months ended June 30, 2025, we had net income of $362,583, which consists of operating expenses of $478,217 and administration – related party expenses of $285,650 offset by the interest earned on investments held in the Trust Account of $1,126,449 and interest income of $1 .

For the six months ended June 30, 2026, we had net loss of $1,745,084, which consists of operating expenses of $1,853,113 and administration – related party expenses of $339,880, offset by the interest earned on investments held in the Trust Account of $447,907 and operating account interest income of $2.

For the six months ended June 30, 2025, we had net income of $904,912, which consists of operating expenses of $785,932 and administration – related party expenses of $555,300, offset by the interest earned on investments held in the Trust Account of $2,246,142 and operating account interest income of $2.

Liquidity, Capital Resources and Going Concern

11 unchanged sentences

government treasury obligations.

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 and up to $100,000 of interest to pay dissolution expenses, the funds held in 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 Class A ordinary shares included in the Units sold in the IPO if we are unable to complete our initial business combination by September 29, 2026, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business

combination by September 29, 2026 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

As of March 31, 2026, we had $132,866 in our operating bank account, $25,486,851 in the Trust Account and working capital deficit of $4,070,794.

sold in the IPO if we are unable to complete our initial business combination by September 29, 2026, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination by September 29, 2026 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

As of June 30, 2026, we had $401,642 in our operating bank account, $25,813,648 in the Trust Account and working capital deficit of $6,048,479.

Subsequent to the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of our trust account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans.

For example, in order to finance our working capital needs, 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 March 31, 2026.

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.

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 $2,200,000 as of March 31, 2026.

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 $2,500,000 as of June 30, 2026.

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.

7 unchanged sentences

Off-Balance Sheet Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

2 unchanged sentences

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $77,500 per month to our management team for their services.

Beginning on November 1, 2025 we pay an aggregate of $46,249 per month in management fees.

Beginning on November 1, 2025 we pay an

aggregate of $46,249 per month in management fees.

We began incurring these fees on May 1, 2021, and will continue to incur these fees monthly until the earlier of the completion of our initial business combination and our liquidation.

3 unchanged sentences

Actual results could materially differ from those estimates.

As of March 31, 2026 and December 31, 2025, we did not have any critical accounting estimates to be made.

As of June 30, 2026 and December 31, 2025, we did not have any critical accounting estimates to be made.

Recent Accounting Standards

5 unchanged sentences

The Company is currently evaluating the impact ASU No.

2024-03 will have on its condensed financial statements.

2024-03 will have on its condensed consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk

1 unchanged sentence

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 2. Management’s Discussion and Analysis