Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, accordingly, management believes that the financial statements
included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows
for the period presented.
40
Management’s
Report on Internal Controls Over Financial Reporting
This
Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting
or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the
SEC for newly public companies.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item
9B. Other Information
None .
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
Directors
and Executive Officers
As
of the date of this Annual Report, our directors and officers are as follows:
NAME
AGE
POSITION
Paul Packer
54
Chairman, Chief Executive Officer and Chief Financial
Officer
John Horne
59
Director
Timothy Hasara
62
Director
Thomas Hicks Jr.
48
Director
Johnny DeStefano
46
Director
The
experience of our directors and executive officers is as follows:
Paul
Packer has served as our Chief Executive Officer, Chief Financial Officer and Chairman of our board of directors since October
2025. Since 2001, Mr. Packer has served as the Managing Member of Globis Capital Advisors LLC, an investment advisory firm he founded.
From October 2017 until January 2022, Mr. Packer served as Chairman of The United States Commission for the Preservation of America’s
Heritage Abroad, a position to which he was first appointed by President Donald J. Trump. From June 2022 until February 2026, he served
on the board of directors of Forafric Global Plc (NASDAQ: AFRI), an integrated global business involved in the purchase, storage, transport,
processing and sale of agricultural commodities and related products. Since April 2020, he has served on the board of directors of Zedge,
Inc. (NYSE AMERICAN: ZDGE), a provider of content distribution platforms. Since 2016, Mr. Packer has served as a director of Elementor
Ltd., a privately held company that offers an intuitive, front-end site builder for WordPress. Previously, he served on the board of
directors of Wakingapp Ltd., an augmented reality technology company, until its sale to Scope AR and on the board of directors of Penguin
Digital, Inc., a mobile application developer, until its acquisition by Shutterfly Inc. Mr. Packer received a B.A. from Yeshiva University.
John
Horne has served on our board since the closing of our initial public offering. Mr. Horne is an entrepreneur and venture capitalist.
Over the past 25 years, Mr. Horne has had a diverse career in both the private and public sectors, including recently serving as both
Deputy Assistant to President Donald J. Trump and Deputy Chief of Staff to Vice President Michael R. Pence from May 2018 to October 2019.
From September 2019 until January 2022, Mr. Horne served as a member of The United States Commission for the Preservation of America’s
Heritage Abroad, a position to which he was first appointed by President Donald J. Trump. Mr. Horne is also the founder and President
of multiple successful private companies, and has served as President of Zurmos, Inc., a consulting company which focuses on providing
U.S. and international companies with strategic international market sector analyses, strategic expansion plans, risk and political stability
assessments and international government affairs plans, since founding the company in December 2006. Mr. Horne has significant political
experience, including serving as a Member of the Executive Roundtable of the Republican Governors Association since its inception in
2009, serving as a Senior Advisor to Governor Mike Huckabee during the 2008 Presidential campaign and working with the Trump Presidential
Finance and Transition and Inaugural Committees. He has also served as a Senior Advisor to Secretary of Commerce Don Evans and was appointed
by President George W. Bush to serve as the Executive Director of Export Assistance and Business Outreach for the International Trade
Administration. Mr. Horne holds an MBA degree from the University of Arkansas, a Finance degree from the University of Tulsa, and studied
International Business at the University of Salzburg, Austria.
41
Timothy
Hasara has served on our board since the closing of our initial public offering. Since June 2021, Mr. Hasara has served as Founder
and Managing Partner of Sinnet Capital Management, a microcap value investment fund. Between 1994 and June 2021, Mr. Hasara managed an
institutional microcap fund with more than $1 billion in assets under management at Kennedy Capital Management. Mr. Hasara has a B.A.
in Business Administration from the University of Notre Dame and a Master’s Degree in Management from Johns Hopkins University.
Thomas
Hicks Jr. has served on our board since the closing of our initial public offering. Since 2023, Mr. Hicks has served as Chairman
and Chief Executive Officer of 90 Degree North Holdings LLC, an investment and advisory firm. In April 2019, he co-founded and has since
served on the board of directors of Sempre, Inc., a global provider of resilient networks for critical infrastructure. In May 2023, he
co-founded and has since served on the board of directors of SpaceBilt, Inc., a leading innovator in dual use logistics for the space
economy. Since July 2024, he has also served as a partner and member of the advisory board of ENTRA1 Capital Holdings, an American global
energy production company. He served two terms as Co-Chairman of the Republican National Committee from February 2019 until January 2023,
and in February 2025 he was appointed by President Donald J. Trump to serve on the President’s Intelligence Advisory Board. Previously,
Mr. Hicks was a partner of Hicks Holdings LLC, a family investment firm, focusing on equity investments in media, technology, consumer
brands, manufacturing and energy. Prior to that, he was an analyst at Greenhill & Co, LLC, a New York-based advisory and investment
firm. He previously served on the boards of Drilling Tools International, Resolute Energy Corporation, Carol’s Daughter Holdings,
Berkshire Resources LLC, Standard Industrial Manufacturing Partners LTD, and Sight Sciences, Inc. Mr. Hicks was on the national board
of the American Enterprise Institute’s Enterprise Club and was a founding member for its Dallas chapter and served as Chapter Chair
of Young Presidents Organization’s Dallas Chapter. Prior to that, Mr. Hicks was Chairman of Big Brothers Big Sisters of North Texas
Campaign for Children in Crisis, successfully raising more than $35 million to support mentoring for children in Dallas Fort Worth. Mr.
Hicks also served on the board of Big Brothers Big Sisters of North Texas and the board of the SM Wright Foundation, organized to engage
with the citizens in the Fair Park area of Dallas. Mr. Hicks, a former Golden Gloves boxer, graduated from the University of Texas at
Austin.
Johnny
DeStefano has served on our board since the closing of our initial public offering. Since May 2019, Mr. DeStefano serves as a
President and Founder of Utility Strategic Advisors, where he helps a diverse set of clients navigate an increasingly complex Washington.
Between January 2017 and May 2019, Mr. DeStefano served in the Trump Administration, first as Assistant to the President and Director
of Presidential Personnel (PPO), and later as an Assistant to the President and Counselor to the President. In addition to PPO, as Counselor
to the President, Mr. DeStefano oversaw the Offices of Intergovernmental Affairs, Public Liaison, and Political Affairs. Prior to the
White House, Mr. DeStefano was President and Chief Executive Officer of Data Trust, a right of center voter file and political data company.
Mr. DeStefano helped grow Data Trust to become the premier data organization on the right, providing the foundational data that powered
President Trump’s historic 2016 victory and Republican majorities in both the House and Senate. In addition, between January 2011
and July 2013, Mr. DeStefano served as a Senior Advisor to House Speaker John Boehner and held leadership roles between January 2007
and January 2011 at the National Republican Congressional Committee and the House Republican Conference. In 2006, Mr. DeStefano managed
the campaign of then House Conference Chair Deborah Pryce. Mr. DeStefano has served on the board of the National Park Foundation since
January 2019 and served on the board of the Fulbright Scholarship Program between June 2019 and September 2021 as an appointee of the
President. He has a B.A. from Saint Louis University.
Family
Relationships
No
family relationships exist between any of our directors or executive officers.
Involvement
in Certain Legal Proceedings
There
are no material proceedings to which any director or executive officer has been involved in the last 10 years that are material to an evaluation
of the ability or integrity of any director or officer.
42
Number,
Terms of Office and Election of Executive Officers and Directors
Our
board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except
for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class
of directors, consisting of John Horne, will expire at our first annual general meeting. The term of office of the second class of directors,
consisting of Johnny DeStefano and Thomas Hicks Jr., will expire at our second annual general meeting. The term of office of the third
class of directors, consisting of Paul Packer and Timothy Hasara, will expire at our third annual general meeting.
We
may not hold an annual general meeting until after we consummate our initial business combination. In accordance with NYSE corporate
governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year
end following our listing on NYSE American. Further, as a Cayman Islands exempted company, there is no requirement under the Companies
Act for us to hold an annual meeting of shareholders to elect new directors prior to the consummation of our initial business combination.
Holders of our founder shares have the right to elect all of our directors or remove any one of them for any reason prior to consummation
of our initial business combination and holders of our public shares do not have the right to vote on the appointment or removal of directors
during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved
by a special resolution passed by a majority of at least 90% (or, where such amendment is proposed in respect of the consummation of
our initial business combination, two-thirds) of our ordinary shares voting at the applicable general meeting.
Our
executive officers are elected by our board of directors and serve at the discretion of the board of directors, rather than for specific
terms of office. Our board of directors and the holders of our Class B ordinary shares are authorized to appoint persons to the offices
set forth in our amended and restated memorandum and articles of association as it deems appropriate.
Committees
of the Board of Directors
Our
board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance
committee. Subject to phase-in rules and a limited exception, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit
committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee
and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee
operates under a charter that was approved by our board and has the composition and responsibilities described below. The charter of
each committee is available on our website at www.unitedacqcorp1.com.
Audit
Committee
We
have established an audit committee of the board of directors. Messrs. Hasara, Hicks and Horne currently serve as members of our audit
committee. Mr. Horne serves as the chairperson of the audit committee. Under NYSE listing standards and applicable SEC rules, we are
required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Hasara, Hicks and Horne
are independent. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Hasara
qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We
have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:
●
assisting the
board of directors in the oversight of (1) the accounting and financial reporting processes of the Company and the audits of the
financial statements of the Company, (2) the preparation and integrity of the financial statements of the Company, (3) the compliance
by the Company with financial statement and regulatory requirements, (4) the performance of the Company’s internal finance
and accounting personnel and its independent registered public accounting firms, and (5) the qualifications and independence of the
Company’s independent registered public accounting firms;
●
reviewing with each of
the internal and independent registered public accounting firms the overall scope and plans for audits, including authority and organizational
reporting lines and adequacy of staffing and compensation;
43
●
reviewing and
discussing with management and internal auditors the Company’s system of internal control and discussing with the independent
registered public accounting firm any significant matters regarding internal controls over financial reporting that have come to
its attention during the conduct of its audit;
●
reviewing and discussing
with management, internal auditors and the independent registered public accounting firm the Company’s financial and critical
accounting practices, and policies relating to risk assessment and management;
●
receiving and reviewing
reports of the independent registered public accounting firm and discussing (1) all critical accounting policies and practices to
be used in the firm’s audit of the Company’s financial statements, (2) all alternative treatments of financial information
within U.S. GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments,
and the treatment preferred by the independent registered public accounting firm, and (3) other material written communications between
the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences;
●
reviewing and discussing
with management and the independent registered public accounting firm the annual and quarterly financial statements and section entitled
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of the Company prior
to the filing of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;
●
reviewing, or establishing,
standards for the type of information and the type of presentation of such information to be included in, earnings press releases
and earnings guidance provided to analysts and rating agencies;
●
discussing with management
and the independent registered public accounting firm any changes in the Company’s critical accounting principles and the effects
of alternative U.S. GAAP methods, off-balance sheet structures and regulatory and accounting initiatives;
●
reviewing material pending
legal proceedings involving the Company and other contingent liabilities;
●
meeting periodically with
the Chief Executive Officer, Chief Financial Officer, the senior internal auditing executive and the independent registered public
accounting firm in separate executive sessions to discuss results of examinations;
●
reviewing and approving
all transactions between the Company and related parties or affiliates of the officers of the Company requiring disclosure under
Item 404 of Regulation S-K prior to the Company entering into such transactions;
●
establishing procedures
for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls
or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting
or accounting matters;
●
reviewing periodically
with the Company’s management, independent registered public accounting firm and outside legal counsel (i) legal and regulatory
matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct,
including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material
issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards
or rules promulgated by the FASB, the SEC or other regulatory authorities; and
●
establishing policies for
the hiring of employees and former employees of the independent registered public accounting firm.
44
Compensation
Committee
We
have established a compensation committee of the board of directors. Messrs. Hicks, DeStefano and Horne currently serve as members of
our compensation committee. Mr. Hicks serves as the chairperson of the compensation committee. Our board of directors has determined
that each of Messrs. Hicks, DeStefano and Horne are independent.
We
have adopted a compensation committee charter, which details the purpose and principal functions of the compensation committee, including:
●
reviewing the
performance of the Chief Executive Officer and executive management;
●
assisting the board of
directors in developing and evaluating potential candidates for executive positions (including Chief Executive Officer);
●
reviewing and approving
goals and objectives relevant to the Chief Executive Officer and other executive officer compensation, evaluating the Chief Executive
Officer’s and other executive officers’ performance in light of these corporate goals and objectives, and setting the
Chief Executive Officer and other executive officer compensation levels consistent with its evaluation and the company philosophy;
●
approving the salaries,
bonus and other compensation for all executive officers;
●
reviewing and approving
compensation packages for new corporate officers and termination packages for corporate officers as requested by management;
●
reviewing and discussing
with the board of directors and senior officers plans for officer development and corporate succession plans for the Chief Executive
Officer and other senior officers;
●
reviewing and making recommendations
concerning executive compensation policies and plans;
●
reviewing and recommending
to the board of directors the adoption of or changes to the compensation of the Company’s directors;
●
reviewing and approving
the awards made under any executive officer bonus plan, and providing an appropriate report to the board of directors;
●
reviewing and making recommendations
concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans, and, except as
otherwise delegated by the board of directors, acting as the “Plan Administrator” for equity-based and employee benefit
plans;
●
approving all special perquisites,
special cash payments and other special compensation and benefit arrangements for the Company’s executive officers and employees;
●
reviewing periodic reports
from management on matters relating to the Company’s personnel appointments and practices;
●
assisting management in
complying with the Company’s proxy statement and annual report disclosure requirements;
●
issuing an annual Report
of the Compensation Committee on Executive Compensation for the Company’s annual proxy statement in compliance with applicable
SEC rules and regulations;
●
annually evaluating the
committee’s performance and the committee’s charter and recommending to the board of directors any proposed changes to
the charter or the committee; and
●
undertaking all further
actions and discharge all further responsibilities imposed upon the compensation committee from time to time by the board of directors,
the federal securities laws or the rules and regulations of the SEC.
45
The
charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
independent legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work
of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other
advisor, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the
SEC.
Nominating
and Corporate Governance Committee
We
have established a nominating and corporate governance committee of the board of directors. Messrs. DeStefano, Hasara and Hicks currently
serve as members of our nominating and corporate governance committee. Mr. DeStefano serves as the chairperson of the nominating and
corporate governance committee. Under NYSE listing standards and applicable SEC rules, all members of the nominating and corporate governance
committee must be independent. Our board of directors has determined that each of Messrs. DeStefano, Hasara and Hicks are independent.
We
have adopted a nominating and corporate governance committee charter, which details the purpose and responsibility of the nominating
and corporate governance committee, including:
●
identifying,
screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors,
and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill
vacancies on the board of directors;
●
developing and recommending
to the board of directors and overseeing implementation of our corporate governance guidelines;
●
coordinating and overseeing
the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the
company; and
●
reviewing on a regular
basis our overall corporate governance and recommending improvements as and when necessary.
The
charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice
of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search
firm’s fees and other retention terms.
Director
Nominations
Our
nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the
annual meeting of the shareholders. We have not formally established any specific, minimum qualifications that must be met or skills
that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors
considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation,
independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination,
holders of our public shares do not have the right to recommend director candidates for nomination to our board of directors.
46
Code
of Ethics
We
have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities
laws (our “Code of Ethics”). A copy of our Code of Ethics is available on our website at www.unitedacqcorp1.com. Our Code
of Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. If we make any amendments to our Code of Ethics
other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a
provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer
or controller or persons performing similar functions requiring disclosure under applicable SEC rules or NYSE rules, we will disclose
the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into
this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive
textual references only.
Insider
Trading Policy
On
January 28, 2026, we adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities
by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations,
and NYSE listing rules (the “Insider Trading Policy”).
The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached as Exhibit 19 to this Annual Report and is incorporated herein
by reference.
Compensation
Committee Interlocks and Insider Participation
None
of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one
or more officers serving on our board of directors.
Conflicts
of Interest
Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
●
duty
to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
●
duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
●
directors
should not improperly fetter the exercise of future discretion;
●
duty
to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections
of shareholders;
●
duty
not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
and
●
duty
to exercise independent judgment.
In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
of that director.
47
As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by
way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval
at shareholder meetings.
Certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations
to other entities, including entities that are affiliates of our Sponsor, pursuant to which such officer or director is or will be required
to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business
combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he
or she may honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity. Our
amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving
as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any
interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be
a corporate opportunity for any director or officer, on the one hand, and us, on the other unless such opportunity is expressly offered
to such director or officer in their capacity as a director or officer of the company and the opportunity is one the company is legally
and contractually permitted to undertake and would otherwise be reasonable for the company to pursue or (b) the presentation of which
would breach an existing legal obligation of a director or officer to any other entity. However, we do not believe that any potential
conflicts would materially affect our ability to complete our initial business combination.
Below
is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations
or other material management relationships:
INDIVIDUAL
ENTITY
ENTITY’S
BUSINESS
AFFILIATION
Paul Packer
Globis Capital Advisors, LLC (and affiliated entities)
Investment Advisory
Founder and Managing Member
Zedge, Inc.
Digital Media
Director
Elementor Ltd.
Software
Director
United Acquisition Corp. II
Special Purpose Acquisition Company
Chief Executive Officer, Chief Financial Officer and
Chairman
John Horne
Zurmos, Inc.
Software
Founder and President
Timothy Hasara
Sinnet Capital Management
Asset Management
Founder and Managing Partner
Thomas Hicks Jr.
90 Degree North Holdings LLC
Investment Holding Company
Founder, Chairman and Chief Executive Officer
Sempre, Inc.
Telecommunication
Co-Founder and Director
SpaceBilt, Inc.
Aerospace
Co-Founder and Director
Johnny DeStefano
Utility Strategic Advisors
Consulting
Founder and President
National Park Foundation
Nonprofit
Director
M1 Solutions, LLC
Consulting
Partner
Shareholders
should also be aware of the following other potential conflicts of interest:
●
Our
executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a
conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses.
We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive
officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive
officers are not obligated to contribute any specific number of hours per week to our affairs. Further, our Sponsor and our officers
and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments
may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such
potential conflicts would materially affect our ability to complete our initial business combination.
48
●
Our
Sponsor subscribed for founder shares prior to the initial public offering and purchased private placement units and private
placement warrants in a transaction that closed simultaneously with the closing of the initial public offering. Our Sponsor and our
management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to their founder shares, private placement shares included in any private placement units and public shares in connection
with (i) the completion of our initial business combination and (ii) the implementation by the directors of, following 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
within the completion window or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares. Additionally, our Sponsor and each member of our management team have agreed to waive their rights to liquidating
distributions from the trust account with respect to their founder shares and their private placement units if we fail to complete
our initial business combination within the required time period. Except as described herein, our Sponsor and our management team
have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) 180 days after the completion of
our initial business combination and (B) subsequent to our initial business combination, the date on which we complete a
liquidation, merger, share exchange, reorganization 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. With certain limited exceptions, the
private placement units and private placement warrants (and any private placement share or private placement warrant included in
such private placement units) will not be transferable until 30 days following the completion of our initial business combination.
Except as described herein, our Sponsor, directors and officers also agreed not to transfer any of their securities until 180 days
following the date of this Annual Report. Because each of our executive officers and directors own ordinary shares and/or private
placement units (including their underlying securities) directly or indirectly, they may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business
combination.
●
Our officers
and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial
business combination. The low price that our Sponsor, executive officers and directors (directly or indirectly) paid for the founder
shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition
target that subsequently declines in value and is unprofitable for public shareholders. If we do not complete our initial business
combination within the completion window, the founder shares, private placement units and private placement warrants held by our
Sponsor may lose most of their value, except to the extent that the founder shares or the Class A ordinary shares included in the
private placement units receive liquidating distributions from assets outside the trust account, which could create an incentive
for our Sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently
declines in value and is unprofitable for public shareholders. Similarly, additional conflicts of interests may arise and incentives
may be created to select an acquisition target that subsequently declines in value and is unprofitable for public shareholders instead
of not consummating a business combination if (i) after the redemption of public shareholders no assets are available outside of
the trust account to repay any loans extended to us by our Sponsor, affiliates of our Sponsor or our officers and directors and to
reimburse our Sponsor and others for any out-of-pocket expenses incurred in connection with identifying, investigating and completing
an initial business combination or (ii) not consummating a business combination within the allotted time may require service providers
to forfeit their fees.
49
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers, directors
or advisors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with
a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers,
advisors or directors, we, or a committee of independent directors, will obtain an opinion from an independent entity that commonly renders
valuation opinions that our initial business combination is fair to our company from a financial point of view.
We
cannot assure our public shareholders that any of the above-mentioned conflicts will be resolved in our favor.
If
we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented
in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In
such case, our Sponsor and each member of our management team have agreed to vote their founder shares, private placement shares included
in any private placement units and public shares purchased during or after the initial public offering in favor of our initial business
combination (except with respect to any such public shares which may not be voted in favor of approving the business combination transaction
in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto).
Item
11. Executive Compensation.
None
of our officers or directors have received any cash compensation for services rendered to us. We pay our Sponsor up to $20,000 per month
for office space, administrative and support services. Our Sponsor, officers and directors, or any of their respective affiliates, will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments
that were made to our Sponsor, officers, directors or our or any of their affiliates.
After
the completion of 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 shareholders, to the extent then known, in
the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.
It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business
to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommended to our
board of directors for determination, either by a committee constituted solely of independent directors or by a majority of the independent
directors on our board of directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth information regarding the beneficial ownership of our ordinary shares available to us as of March 30, 2026,
with respect to the beneficial ownership of our ordinary shares, by:
●
each
person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
●
each
of our officers and directors that beneficially owns our ordinary shares; and
●
all our
officers and directors as a group.
50
In
the table below, percentage ownership is based on 13,853,680 shares of our ordinary shares, consisting of (i) 10,459,580 Class A ordinary
shares and (ii) 3,394,100 Class B ordinary shares, issued and outstanding as of March 30, 2026. On all matters to be voted upon, except
for the election of directors of the board, holders of the Class A ordinary shares and Class B ordinary shares vote together as a single
class, unless otherwise required by applicable law. Currently, all of the Class B ordinary shares are convertible into Class A ordinary
shares on a one-for-one basis.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement
warrants as these warrants are not exercisable within 60 days of the date of this Annual Report.
Class
B Ordinary Shares
Class
A Ordinary Shares
Approximate
Percentage
Name
and Address of Beneficial Owner(1)
Number
of Shares Beneficially Owned(2)
Approximate
Percentage of Class
Number
of Shares Beneficially Owned
Approximate
Percentage of Class
of Total Outstanding Ordinary Shares
United Acquisition
SPAC LLC (3)
3,294,100
97.1 %
175,457
1.7 %
25.0 %
Paul Packer (3)
3,294,100
97.1 %
175,457
1.7 %
25.0 %
John Horne
25,000
*
-
-
*
Timothy Hasara (4)
25,000
*
-
-
*
Thomas Hicks Jr.
25,000
*
-
-
*
Johnny DeStefano
25,000
*
-
-
*
All officers and directors
as a group (five individuals)
3,394,100
100 %
175,457
1.7 %
25.8 %
Other 5%
Shareholders
MM Asset Management Inc. (5)
-
-
1,050,000
10.0 %
7.6 %
Harraden Circle Investments,
LLC (6)
-
-
1,000,000
9.6 %
7.2 %
RP Investment Advisors LP (7)
-
-
925,000
8.8 %
6.7 %
*
less
than 1%
(1)
Unless
otherwise noted, the principal business address of the following entities or individuals is c/o United Acquisition Corp. I, 7100
W. Camino Real, Suite 302-48, Boca Raton, Florida 33433.
(2)
Interests
shown consist of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary
shares at the time of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to
adjustment.
(3)
United
Acquisition SPAC LLC is the record holder of the shares reported herein. Paul Packer, our Chairman, Chief Executive Officer and Chief
Financial Officer, is the sole managing member of United Acquisition SPAC LLC, our Sponsor. Accordingly, all shares held by our Sponsor
may be deemed to be beneficially owned by Mr. Packer. Mr. Packer disclaims beneficial ownership of such securities except to the
extent of his pecuniary interest therein.
(4)
Does
not include any shares indirectly owned by this individual as a result of his direct or indirect ownership interest in our Sponsor.
(5)
According
to a Schedule 13G filed with the SEC on February 5, 2026, by MMCAP International Inc. SPC and MM Asset Management Inc. The principal
address of MMCAP International Inc. SPC is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O.
Box 1348, Grand Cayman KY1-1108, Cayman Islands. The principal address of MM Asset Management Inc. is 161 Bay Street, TD Canada Trust
Tower, Suite 2240, Toronto, Ontario M5J 2S1, Canada.
(6)
According
to a Schedule 13G filed with the SEC on February 5, 2026, by Harraden Circle Investments, LLC (“Harraden Adviser”), Harraden
Circle Investors GP, LP (“Harraden GP”), Harraden Circle Investors GP, LLC (“Harraden LLC”), Frederick V.
Fortmiller, Jr. and each of Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments,
LP, Harraden Circle Concentrated, LP (collectively, the “Harraden Funds”). The reported shares are directly beneficially
owned by the Harraden Funds. Harraden GP is the general partner of each of the Harraden Funds, and Harraden LLC is the general partner
Harraden GP. Harraden Adviser serves as investment manager to each of the Harraden Funds. Mr. Fortmiller is the managing member of
each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller
may be deemed to indirectly beneficially own the reported shares. The principal business address of each reporting person is 885
Third Avenue, Suite 2600B, New York, New York 10022.
(7)
According
to a Schedule 13G filed with the SEC on February 20, 2026, by RP Investment Advisors LP and each of RP Select Opportunities Master
Fund Ltd., RP Debt Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP Alternative Credit Opportunities Fund (collectively,
the “RP Funds”). The reported shares are directly beneficially owned by the RP Funds. RP Investment Advisors LP is the
investment advisor of, and may be deemed to beneficially own the securities owned by, the Funds. The principal business address of
each reporting person is 39 Hazelton Avenue, Toronto, Ontario M5R 2E3, Canada.
51
Item
13. Certain Relationships and Related Transactions, and Director Independence
On
October 24, 2025, our Sponsor purchased 2,875,000 Class B ordinary shares from us for an aggregate purchase price of $25,000, or approximately
$0.009 per share. We subsequently effected a share dividend of approximately 0.33 shares for each Class B ordinary share outstanding,
resulting in the Sponsor holding an aggregate of 3,833,333 founder shares. Prior to the initial public offering, our Sponsor transferred
25,000 founder shares to each of our independent directors, in each case at the same per-share purchase price paid by our Sponsor. As
of March 16, 2026, the underwriters elected to only partially exercise the over-allotment option and the option expired, and 439,233
founder shares were cancelled, resulting in the Sponsor holding an aggregate of 3,294,100 founder shares. The number of founder shares
and the forfeiture mechanism underlying the founder shares was determined in order to ensure that such founder shares would represent
25% of the outstanding ordinary shares upon completion of the initial public offering (not including the Class A ordinary shares underlying
the private placement units). The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject
to certain limited exceptions, be transferred, assigned or sold by the holder.
Our
Sponsor purchased an aggregate 175,457 private placement units for a purchase price of $10.00 per unit, including 175,000 units purchased
in a private placement that occurred simultaneously with the closing of the initial public offering and an additional 457 units purchased
in a private placement that occurred simultaneously with the underwriters’ partial exercise of their over-allotment option. Our
Sponsor also purchased an aggregate 2,339,393 private placement warrants for a purchase price of $0.75 per warrant, including 2,333,333
warrants purchased in a private placement that occurred simultaneously with the closing of the initial public offering and an additional
6,060 warrants purchased in a private placement that occurred simultaneously with the underwriters’ partial exercise of their over-allotment
option. The private placement warrants will become exercisable on the later of the consummation of our initial business combination and
January 30, 2027. The private placement units and private placement warrants (including the Class A ordinary shares issuable upon exercise
of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial
business combination, subject to certain limited exceptions. The Private Placement Warrants will be non-redeemable and exercisable for
cash or on a “cashless basis.” The private placement units and the private placement warrants, as well as their underlying
securities, may not, subject to certain limited exceptions, be transferred, assigned or sold by their respective holders until 30 days
after the completion of the business combination.
If
any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she
has then current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such other entity. Our officers and directors currently have certain relevant fiduciary
duties or contractual obligations that may take priority over their duties to us.
Commencing
on January 28, 2026, we reimburse an affiliate of our Sponsor in an amount equal to $20,000 per month for office space, utilities and
secretarial and administrative support made available to us. Upon completion of our initial business combination or our liquidation,
we will cease paying these monthly fees.
Our
Sponsor, officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our board of directors may also approve the payment of advisory fees to directors in connection with such activities, including board
committee service and extraordinary administrative and analytical services. Our audit committee will review on a quarterly basis all
payments that were made to our Sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the
amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such
persons in connection with activities on our behalf.
52
On
October 24, 2025, our Sponsor agreed to loan us up to $300,000 to cover expenses related to our initial public offering pursuant to a
promissory note, which was amended and restated on November 26, 2025, to increase the principal amount to $500,000. Such loans and advances
were non-interest bearing and payable on the earlier of April 23, 2026 or the completion of our initial public offering. On January 30,
2026, the outstanding balance under the promissory note was $97,670.74, the entirety of which was repaid upon the consummation of our
initial public offering. As of December 31, 2025, there was no outstanding balance on the promissory note and borrowings under the promissory
note were no longer available.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor, officers, directors,
or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate our initial business combination,
we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the offering
proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such
loaned amounts. Up to $1,500,000 of such loans may be convertible into additional units of the post-business combination entity at a
price of $10.00 per unit at the option of the lender, which could result in a material dilution to the public shareholders’ equity
interests. The units would be identical to the private placement units. Except as set forth above, the terms of such loans by our officers
and directors, if any, have not been determined and no written agreements exist with respect to such loans. After the completion of 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 shareholders, to the extent then known, in the tender offer materials
or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the
amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine
executive and director compensation. Any compensation to be paid to our officers will be determined, or recommended to our board of directors
for determination, either by a committee constituted solely of independent directors or by a majority of the independent directors on
our board of directors.
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. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
compensation.
The
holders of our (i) founder shares, (ii) private placement units (including any units issued upon conversion of working capital loans)
and (iii) private placement warrants (and all underlying securities) are entitled to registration rights pursuant to the Registration
Rights Agreement, dated January 28, 2026, among such holders and the company, requiring us to register such securities for resale. The
holders of a majority of these securities are entitled to make up to three demands that we register such securities and may elect to
exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.
Our
Sponsor, directors and officers have also entered into a letter agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail
to complete our business combination within the completion window. However, if they acquire public shares in or after the initial public
offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to
complete our business combination within the completion window.
Additionally,
pursuant to the Insider Letter Agreement, dated January 28, 2026, among the company, its directors and officers and our Sponsor, the
company’s directors, officers and our Sponsor will not propose any amendment to our amended and restated memorandum and articles
of association (i) to modify the substance or timing of our obligation to allow redemption of 100% of our public shares if we do not
complete our initial business combination with the completion window, or (ii) with respect to any other material provision relating to
shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity
to redeem their public shares upon approval of any such amendment 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 (which shall be net of permitted
withdrawals), divided by the number of then outstanding public shares.
53
Policy
for Approval of Related Party Transactions
We
have adopted a Related Party Transactions Policy, providing for the review, approval and/or ratification of “related party transactions,”
which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K. Under the Related Party Transactions Policy,
proposed related party transactions must be reported to our Chief Executive Officer for evaluation, who shall report the transaction
to the audit committee for its approval as necessary. The audit committee will consider all relevant factors when determining whether
to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms
generally available from an unaffiliated third party under the same or similar circumstances and the extent of the related party’s
interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, and that
director is required to provide the audit committee with all material information concerning the transaction. The committee will approve
the related party transaction only if it determines in good faith that, under all of the circumstances, the transaction is in the best
interests of the Company and its shareholders. The committee, in its sole discretion, may impose such conditions as it deems appropriate
on the Company or the related party in connection with the approval of the related party transaction.
Director
Independence
NYSE
requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person
other than an executive officer or employee of the Company or its subsidiaries or any other individual having a relationship, which,
in the opinion of the Company’s board of directors would interfere with the director’s exercise of independent judgment in
carrying out the responsibilities of a director. Our board of directors has determined that each of Messrs. Horne, Hasara, Hicks and
DeStefano are “independent directors” as defined in NYSE’s listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.
Item
14. Principal Accountant Fees and Services
The
firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees
paid to Withum for services rendered.
Audit
Fees
Audit
fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally
provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit
of our annual financial statements, audit of the financial information included in our initial registration and other required filings
with the SEC for the period from October 22, 2025 (inception) through December 31, 2025 totaled approximately $104,225. The above amounts
include interim procedures and audit fees, as well as attendance at Audit Committee meetings.
Audit-Related
Fees
Audit-related
fees 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 Withum for any audit-related
fees for the period from October 22, 2025 (inception) through December 31, 2025.
Tax
Fees
Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum
for tax services, planning or advice for the period from October 22, 2025 (inception) through December 31, 2025.
All
Other Fees
All
other fees consist of fees billed for all other services. We did not pay Withum for any other services for the period from October 22,
2025 (inception) through December 31, 2025.
Pre-Approval
Policy
Our
audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve
all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board.
Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services
and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).
54
PART
IV
Item
15. Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
(1)
Financial Statements:
Page
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheet
F-3
Statement of Operations
F-4
Statement of Changes in Shareholders’ Deficit
F-5
Statement of Cash Flows
F-6
Notes to Financial Statements
F-7
(2)
Financial Statement Schedules: None.
(3)
Exhibits
We
hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by
reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington,
D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
Exhibit
No.
Description
3.1
Amended and Restated Memorandum and Articles of Association. (1)
4.1
Specimen Unit Certificate. (2)
4.2
Specimen Ordinary Share Certificate. (2)
4.3
Specimen Warrant Certificate. (2)
4.4
Warrant Agreement dated as of January 28, 2026 between Continental Stock Transfer & Trust Company and the Registrant. (1)
4.5*
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended.
10.1
Private Placement Securities Purchase Agreement, dated January 28, 2026, by and between the Registrant and the Sponsor. (1)
10.2
Investment Management Trust Agreement, dated January 28, 2026, by and between Continental Stock Transfer & Trust Company and the Registrant. (1)
10.3
Registration Rights Agreement, dated January 28, 2026, by and among the Registrant, the Sponsor and certain other security holders named therein. (1)
10.4
Insider Letter Agreement, dated January 28, 2026, by and among the Registrant, the Sponsor and the Registrant’s officers and directors. (1)
10.5
Administrative Services Agreement, dated January 28, 2026, by and between the Registrant and Globis Capital Management, LP. (1)
10.6
Form of Indemnity Agreement. (2)
10.7
Underwriting Agreement, dated January 28, 2026, by and between the Registrant and Lucid Capital Markets, LLC, as representative of the underwriters named therein. (1)
10.8
Private Placement Unit Purchase Agreement, dated January 28, 2026, by and between the Registrant and Lucid Capital Markets, LLC and Chardan Capital Markets, LLC. (1)
10.9
Securities Purchase Agreement, dated October 24, 2025, by and between the Registrant and the Sponsor. (2)
19*
Insider Trading Policy.
31.1*
Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Clawback Policy. (2)
101.INS*
Inline XBRL Instance
Document
101.SCH*
Inline XBRL Taxonomy
Extension Schema
101.CAL*
Inline XBRL Taxonomy
Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy
Extension Definition Linkbase
101.LAB*
Inline XBRL
Taxonomy Extension Label Linkbase
101.PRE*
Inline XBRL Taxonomy
Extension Presentation Linkbase
104*
Cover Page
Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed
herewith.
(1)
Incorporated
by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 30, 2026.
(2)
Incorporated
by reference to the Registrant’s Registration Statement on Form S-1, filed with the SEC on December 2, 2025.
Item
16. Form 10-K Summary
Not
applicable.
55
UNITED
ACQUISITION CORP. I
INDEX
TO FINANCIAL STATEMENTS
F.
Report of Independent Registered Public Accounting Firm
F-2
Financial Statements:
Balance Sheet as of December 31, 2025
F-3
Statement of Operations for the Period from October 22, 2025 (inception) through December 31, 2025
F-4
Statement of Changes in Shareholders’ Deficit for the Period from October 22, 2025 (inception) through December 31, 2025
F-5
Statement of Cash Flows for the Period from October 22, 2025 (inception) through December 31, 2025
F-6
Notes to Financial Statements
F-7 to F-15
F- 1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and the Board of Directors of
United
Acquisition Corp. I:
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of United Acquisition Corp. I (the “Company”) as of December 31, 2025, and the
related statements of operations, changes in shareholders’ deficit and cash flows for the period from October 22, 2025 (inception)
through 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 United Acquisition Corp. I as of December
31, 2025, and the results of its operations and its cash flows for the period from October 22, 2025 (inception) through December 31,
2025, in conformity with accounting principles generally accepted in the United States of America.
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 entity’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/ WithumSmith+Brown, PC
We
have served as the Company’s auditor since 2025.
New
York, New York
March
30, 2026
PCAOB
ID Number 100
F- 2
UNITED
ACQUISITION CORP. I
BALANCE
SHEET
DECEMBER
31, 2025
Assets:
Cash
$ 1,960
Prepaid expenses
28,600
Total current assets
30,560
Deferred offering costs
330,108
Total Assets
$ 360,668
Liabilities and Shareholders’ Deficit
Liabilities:
Current liabilities
Accrued offering costs
$ 287,500
Accrued expenses
12,000
Promissory note – related party
85,670
Total current liabilities
385,170
Total Liabilities
385,170
Commitments and Contingencies (Note 6)
-
Shareholders’ Deficit
Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
—
Class A ordinary shares, $ 0.0001 par value; 100,000,000 shares authorized; none issued or outstanding
—
Class B ordinary shares, $ 0.0001 par value; 10,000,000 shares authorized; 3,833,333 shares issued and outstanding (1)(2)(3)
383
Ordinary shares, value
383
Additional paid-in capital
370,617
Accumulated deficit
( 395,502 )
Total Shareholders’ Deficit
( 24,502 )
Total Liabilities and Shareholders’ Deficit
$ 360,668
(1)
Included 500,000
Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters
(Note 7).
(2)
On November 26, 2025, the
Company effected a share dividend of approximately 0.33 shares for each Class B ordinary share outstanding, resulting in the Sponsor
holding an aggregate of 3,833,333 founder shares (Note 7). All share and per-share data has been retrospectively presented.
(3)
As a result of the partial
exercise by the underwriters of the over-allotment option on February 12, 2026, 60,767 founder shares were no longer subject to forfeiture.
On March 14, 2026, the underwriters’ over-allotment option expired, resulting in 439,233 founder shares being forfeited to
the Company (Note 7).
The
accompanying notes are an integral part of the financial statements.
F- 3
UNITED
ACQUISITION CORP. I
STATEMENT
OF OPERATIONS
FOR
THE PERIOD FROM OCTOBER 22, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Formation, general, and administrative costs
$ 49,502
Loss from operations
( 49,502 )
Other expense:
Share-based compensation expense
346,000
Net loss
$ ( 395,502 )
Weighted average shares outstanding, Class B ordinary shares (1)(2)(3)
3,333,333
Basic and diluted net loss per share, Class B ordinary shares
$ ( 0.12 )
(1)
Excludes 500,000
Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters
(Note 7).
(2)
On November 26, 2025, the
Company effected a share dividend of approximately 0.33 shares for each Class B ordinary share outstanding, resulting in the Sponsor
holding an aggregate of 3,833,333 founder shares (Note 7). All share and per-share data has been retrospectively presented.
(3)
As a result of the partial
exercise by the underwriters of the over-allotment option on February 12, 2026, 60,767 founder shares are no longer subject to forfeiture.
On March 14, 2026, the underwriters’ over-allotment option expired, resulting in 439,233 founder shares being forfeited to
the Company (Note 7).
The
accompanying notes are an integral part of the financial statements.
F- 4
UNITED
ACQUISITION CORP. I
STATEMENT
OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR
THE PERIOD FROM OCTOBER 22, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Class A
Ordinary Shares
Class B
Ordinary Shares
Additional Paid-in
Accumulated
Total
Shareholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance — October 22, 2025 (Inception)
—
$ —
—
$ —
$ —
$ —
$ —
Balance
—
$ —
—
$ —
$ —
$ —
$ —
Issuance of Class B ordinary shares to Sponsor (1)(2)
—
—
3,833,333
383
24,617
—
25,000
Share-based compensation expense
—
—
—
—
346,000
—
346,000
Net loss
—
—
—
—
—
( 395,502 )
( 395,502 )
Balance – December 31, 2025
—
$ —
3,833,333
$ 383
$ 370,617
$ ( 395,502 )
$ ( 24,502 )
Balance
—
$ —
3,833,333
$ 383
$ 370,617
$ ( 395,502 )
$ ( 24,502 )
(1)
Includes 500,000
Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters
(Note 7).
(2)
On November 26, 2025, the
Company effected a share dividend of approximately 0.33 shares for each Class B ordinary share outstanding, resulting in the Sponsor
holding an aggregate of 3,833,333 founder shares (Note 7). All share and per-share data have been retrospectively presented.
(3)
As a result of the partial
exercise by the underwriters of the over-allotment option on February 12, 2026, 60,767 founder shares are no longer subject to forfeiture.
On March 14, 2026, the underwriters’ over-allotment option expired, resulting in 439,233 founder shares being forfeited to
the Company (Note 7).
The
accompanying notes are an integral part of these financial statements.
F- 5
UNITED
ACQUISITION CORP. I
STATEMENT
OF CASH FLOWS
FOR
THE PERIOD FROM OCTOBER 22, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Cash Flows from Operating Activities:
Net loss
$ ( 395,502 )
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense
346,000
Payment of formation, general, and administrative costs through promissory note – related party
11,462
Changes in operating assets and liabilities:
Accrued expenses
12,000
Net cash used in operating activities
( 26,040 )
Cash Flows from Financing Activities:
Proceeds from promissory note – related party
36,000
Payment of deferred offering costs
( 8,000 )
Net cash provided by financing activities
28,000
Net Change in Cash
1,960
Cash – Beginning of period
—
Cash – End of period
$ 1,960
Noncash investing and financing activities:
Deferred offering costs included in accrued offering costs
$ 287,500
Deferred offering costs paid through promissory note – related party
$ 34,608
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
$ 25,000
Prepaid expenses paid through promissory note – related party
$ 3,600
The
accompanying notes are an integral part of the financial statements.
F- 6
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
1.
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Organization
and General
United
Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company with limited liability on October
22, 2025. The Company is a newly organized blank check company or special purpose acquisition company (“SPAC”), formed for
the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar
business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific
Business Combination target. Its efforts to identify a prospective target business will not be limited to a particular industry or geographic
region although it intends to focus on target businesses in the energy and power industries.
As
of December 31, 2025, the Company had not commenced any operations. All activity for the period from October 22, 2025 (inception) through
December 31, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), subsequent
to the Initial Public Offering, sale of additional units as a result of the partial exercise by the underwriters of their over-allotment
option, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after
completion of the Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and/or
dividend income from the proceeds derived from the Initial Public Offering and from the sale of additional units as a result of the partial
exercise by the underwriters of their over-allotment option. The Company has selected December 31 as its fiscal year end.
Sponsor,
Founder and Financing
The
Company’s sponsor is United Acquisition SPAC LLC (the “Sponsor”). The registration statement for the Company’s
Initial Public Offering was declared effective on January 28, 2026. On January 30, 2026, the Company consummated the Initial Public Offering
of 10,000,000 units (the “Units”), at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 . Each Unit consists of one
Class A ordinary share and one-quarter of one redeemable warrant (each “Public Warrant”, and collectively, the “Public
Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $ 11.50 per
share, subject to adjustment.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 275,000 private placement units
(each “Private Placement Unit”, and collectively, the “Private Placement Units”) at a price of $ 10.00 per Private
Placement Unit, generating gross proceeds of $ 2,750,000 . Each Private Placement Unit consists of one Class A ordinary share and one-quarter
of one redeemable warrant (each “Private Placement Warrant”, and collectively, the “Private Placement Warrants”).
Of those 275,000 Private Placement Units, the Sponsor purchased 175,000 Private Placement Units, and the underwriters purchased 100,000
Private Placement Units. In addition, the Company consummated the sale of an aggregate of 2,333,333 Private Placement Warrants, at a
price of $ 0.75 per Private Placement Warrant, $ 1,750,000 in the aggregate, to the Sponsor. Each whole 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.
Transaction
costs amounted to $ 5,536,580 , consisting of $ 1,500,000 of cash underwriting fees, $ 3,500,000 of deferred underwriting fees, and $ 536,580
of other offering costs.
On
February 12, 2026, the Company consummated the closing of an additional 182,300 Units sold pursuant to the underwriters’ partial
exercise of their over-allotment option, generating gross proceeds of $ 1,823,000 . On February 12, 2026, simultaneously with the sale
of additional Units, the Company consummated the private sale of an additional 2,280 Private Placement Units to the Sponsor and underwriters
generating gross proceeds of $ 22,800 . Of those 2,280 Private Placement Units, the Sponsor purchased 457 Private Placement Units while
the underwriters purchased 1,823 Private Placement Units. In addition, the Company also consummated the private sale of an additional
6,060 Private Placement Warrants to the Sponsor generating gross proceeds of $ 4,545 .
Additional
transaction costs amounted to $ 91,150 , consisting of $ 27,345 of cash underwriting fees and $ 63,805 of deferred underwriting fees.
The
Trust Account
Following
the closing of the Initial Public Offering, on January 30, 2026, an amount of $ 100,000,000 ($ 10.00 per Unit) from the net proceeds of
the sale of the Units, Private Placement Units, and Private Placement Warrants was placed in a U.S.-based trust account (the “Trust
Account”), with Continental Stock Transfer & Trust Company, acting as trustee. Following the sale of the additional Units,
on February 12, 2026, all of the net proceeds from the sale of additional Units and additional Private Placement Units and Warrants totaling
to $ 1,823,000 have been added in the Trust Account. The funds in the Trust Account will be invested or held only in either (i) U.S. government
treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act of 1940 which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an
interest bearing bank demand deposit account or other accounts at a bank. The funds will remain in the Trust Account until the earlier
of (i) the completion of the Business Combination or (ii) the distribution of the Trust Account as described below. The Company is permitted
to withdraw amounts from the Trust Account (i) to fund its working capital requirements, which amount will be the lesser of $ 500,000
or 5% of the interest earned on the Trust Account , and/or (ii) to pay its taxes (other than excise taxes, if any), provided that all
permitted withdrawals can only be made (x) from interest and not from the principal held in the Trust Account and (y) only to the extent
such interest is in amount sufficient to cover the permitted withdrawal amount (“permitted withdrawals”).
The
Company will provide the holders of the public shares, or the “public shareholders,” with the opportunity to redeem all or
a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account as of two business days prior to consummation of the initial Business Combination,
including interest (which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding public
shares, subject to limitations. The amount in the Trust Account will initially be $ 10.00 per public share.
F- 7
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
Business
Combination
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering,
although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating
a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or
more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (less the deferred
underwriting commissions and the taxes payable on interest earned) at the time the Company signs a definitive agreement in connection
with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.
The
Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination
at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they
vote for or against or vote at all with respect to the Business Combination, for cash equal to their pro rata share of the aggregate
amount then on deposit in the Trust Account including interest (which interest shall be net of permitted withdrawals) or (ii) provide
shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need
for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account,
net of taxes payable, if any. The decision as to whether the Company will seek shareholder approval of the Business Combination or will
allow shareholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based
on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company
to seek shareholder approval unless a vote is required by the New York Stock Exchange rules. If the Company seeks shareholder approval,
it will complete its Business Combination only if it obtains the approval of an ordinary resolution under Cayman Islands law and its
amended and restated memorandum and articles of association, save if the Business Combination is structured as a statutory merger or
consolidation with another company under the laws of the Cayman Islands which would require the approval of a special resolution.
The
Company has 24 months from the closing date of the Initial Public Offering, or until such earlier liquidation date as the Company’s
board of directors may approve, to complete its initial Business Combination (the “Completion Window”). If the Company does
not complete a Business Combination within the Completion Window, it shall (i) cease all operations except for the purposes of winding
up; (ii) as promptly as reasonably possible, but not more than ten (10) business days thereafter, redeem 100 % of the outstanding 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 (which interest shall be net of permitted withdrawals, and 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
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to obligations under the Cayman Islands
laws to provide for claims of creditors and the requirements of other applicable law. The initial shareholders will each enter into agreements
with the Company, pursuant to which they will agree: (1) to waive their redemption rights with respect to their founder shares, Private
Placement Units, Private Placement Warrants and shares underlying any Private Placement Warrants and Private Placement Units held in
connection with the consummation of the initial Business Combination or a tender offer conducted prior to a Business Combination or in
connection with it; and (2) to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares
and Private Placement Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the
Initial Public Offering, 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 prescribed time frame.
The
Class A ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion
of the Initial Public Offering and sale of additional Units as a result of the partial exercise by the underwriters of their over-allotment
option, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 480, “Distinguishing Liabilities from Equity.”
Liquidity
and Capital Resources
The
Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the
Sponsor of up to $ 500,000 (see Note 5). As of December 31, 2025, the Company had cash of $ 1,960 and had a working capital deficit of
$ 354,610 .
In
connection with the Company’s assessment of going concern in accordance with FASB ASC Topic 205-40, “Presentation of Financial
Statements - Going Concern”, the Company completed its Initial Public Offering on January 30, 2026 and the sale of additional Units
as a result of the partial exercise by the underwriters of their over-allotment option on February 12, 2026, at which time the capital
in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company for
general capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required
to operate its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and
negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available
to operate its business prior to the Initial Business Combination. Management has determined that upon the consummation of the Initial
Public Offering and the sale of the Private Placement Units and Private Placement Warrants on January 30, 2026, and the sale of additional
Units, additional Private Placement Units and additional Private Placement Warrants as a result of the partial exercise by the underwriters
of their over-allotment option, the Company has sufficient funds to finance the working capital needs of the Company within one year
from the date of issuance of the financial statements.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
F- 8
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
Emerging
Growth Company
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 (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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) are
required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out
of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election
to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard
is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the
Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company
which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term
nature.
Use
of Estimates
The
preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $ 1,960 and did no t have any cash equivalent as of December 31, 2025.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Deferred
Offering Costs
The
Company complies with the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of
Offering.” Deferred Offering costs consist principally of professional and registration fees that are related to the Initial Public
Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance
of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds
from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds
first to assigned value of the warrants and then to the Class A ordinary shares. On January 30, 2026, upon completion of the Initial
Public Offering, and on February 12, 2026 upon the sale of the additional Units as a result of the underwriters’ partial exercise
of their over-allotment option, offering costs allocated to the Public Shares subject to possible redemption are charged to temporary
equity and offering costs allocated to the Public Warrants, Private Placement Units, and Private Placement Warrants are charged to shareholders’
deficit as Public and Private Placement Warrants, after management’s evaluation, are accounted for under equity treatment.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
F- 9
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
FASB
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December
31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position.
The
Company is an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income
taxes or income tax filing requirements in the Cayman Islands, and the Company believes it is presently not subject to income taxes or
income tax filing requirements in the United States. As such, the Company’s tax provision was zero for the period presented.
Derivative
Financial Instruments
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are
accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued
at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed
to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant
to FASB ASC 480 since the over-allotment option was not exercised at the time of the Initial Public Offering. As of December 31, 2025,
there is no over-allotment option liability recognized in the Company’s balance sheet. On January 30, 2026, the Company recognized
a total of $ 94,122 of over-allotment option liability. On February 12, 2026, the Company reduced the over-allotment option liability
by $ 11,659 as a result of the partial exercise by the underwriters of their over-allotment option. On March 14, 2026, the underwriters’
over-allotment option expired, the Company closed the remaining $ 82,463 over-allotment option liability against accumulated deficit.
Warrant
Instruments
The
Company accounts for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private
placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company
evaluated and classified the warrant instruments under equity treatment at their assigned value. As of December 31, 2025, there were
no Public Warrants and Private Placement Warrants issued or outstanding.
Share-Based
Payment Arrangements
The
Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” which requires
that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the
underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the
number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition,
or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business
Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ
from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions
are not satisfied and the award is forfeited.
Net
Loss per Class B Ordinary Share
Net
loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding
during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an
aggregate of 500,000 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters
(see Note 7). As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be
exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per Class B
ordinary share is the same as basic net loss per Class B ordinary share for the period presented.
Recent
Accounting Pronouncements
In
November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant
segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount
of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the
title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing
segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently
required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required
by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December
15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted
ASU 2023-07 on October 22, 2025, inception.
The
Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would
have a material effect on the Company’s financial statements.
F- 10
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
3.
INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering on January 30, 2026, the Company sold 10,000,000 Units, at a purchase price of $ 10.00 per Unit, generating
gross proceeds of $ 100,000,000 . On February 12, 2026, the Company consummated the closing of an additional 182,300 Units sold pursuant
to the underwriters’ partial exercise of their over-allotment option, at $ 10.00 per additional Unit, generating gross proceeds
of $ 1,823,000 . Each Unit consists of one Public Share and one-quarter of one Public Warrant. Each Public Warrant entitles the holder
to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.
Warrants
— As of December 31, 2025, there were no Public Warrants and Private Placement Warrants issued or outstanding. Each whole warrant
entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, at any time commencing on the later
of 12 months from the closing of the Initial Public Offering and after the completion of the initial Business Combination. Pursuant to
the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that
only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of
the Units and only whole warrants will trade. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of
the completion of an initial Business Combination, or earlier upon redemption.
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary
share (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any
such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by them prior to such issuance),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of Class A ordinary shares during the 20 trading-day period starting on the trading
day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is
below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of
(i) the Market Value or (ii) the price at which the Company issues the additional Class A ordinary shares or equity-linked securities.
On the exercise of any warrant, the exercise price will be paid directly to the Company and not placed in the Trust Account.
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 its best efforts to file with the SEC a registration statement for the registration under the Securities
Act of the warrant shares and thereafter use its best efforts to cause the registration statement to become effective and to maintain
the effectiveness of such registration statement until the expiration of the warrants. No warrants will be exercisable for cash unless
the Company has an effective and current registration statement covering the issuance of the warrant shares and a current prospectus
relating thereto.
If
a registration statement covering the issuance of the warrant shares is not effective within 90 days following the consummation of the
initial Business Combination, warrant holders may nevertheless, until such time as there is such an effective registration statement
and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a
cashless basis in accordance with Section 3(a)(9) of the Securities Act. In this circumstance, each holder would pay the exercise price
by surrendering warrants exercisable for the number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying such warrants and the difference between the exercise price of such warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the average
reported last sale price of the Class A ordinary shares for the ten trading days ending on the third trading day prior to the date of
exercise.
Redemption
of Warrants: The Company may redeem the outstanding warrants:
●
in whole and
not in part;
●
at a price of $ 0.01 per
warrant;
●
upon a minimum of 30 days’
prior written notice of redemption (the “30-day redemption period”); and
●
if, and only if, the last
reported sale price of the Class A ordinary shares equals or exceeds $ 16.50 per share (as adjusted for share splits, dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the
date on which the Company will send the notice of redemption to the warrant holders.
The
Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the warrant shares
underlying the warrants to be so redeemed is then effective and a current prospectus relating to those warrant shares is available throughout
the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration
under the Securities Act. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it
is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If
the foregoing conditions are satisfied and the Company issues a notice of redemption, each warrant holder may exercise his, her or its
warrants prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $ 16.50 trigger
price (as adjusted) as well as the $ 11.50 exercise price (as adjusted) after the redemption notice is issued. The redemption criteria
for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise
price and provide a sufficient differential between the then-prevailing share price and the exercise price so that if the share price
declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that
wish to exercise warrants to do so on a “cashless basis.” In making such determination, management will consider, among other
factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the shareholders of
issuing the maximum number of warrant shares issuable upon exercise of outstanding warrants. In such event, the holder would pay the
exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x)
the product of the number of warrant shares underlying the warrants to be so exercised, and the difference between the exercise price
of the warrants and the fair market value by (y) the fair market value.
F- 11
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
No
fractional Class A ordinary share will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional
interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to
the holder.
4.
PRIVATE PLACEMENTS
Simultaneously
with the closing of the Initial Public Offering on January 30, 2026, the Company consummated the sale of an aggregate of 275,000 Private
Placement Units at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 2,750,000 . Each Private Placement Unit
consists of one Class A ordinary share and one-quarter of one redeemable warrant. Of those 275,000 Private Placement Units, the Sponsor
purchased 175,000 Private Placement Units, and the underwriters purchased 100,000 Private Placement Units. In addition, the Company also
consummated the sale of an aggregate of 2,333,333 Private Placement Warrants, at a price of $ 0.75 per Private Placement Warrant, $ 1,750,000
in the aggregate, to the Sponsor.
On
February 12, 2026, simultaneously with the sale of additional Units, the Company consummated the private sale of an additional 2,280
Private Placement Units to the Sponsor and underwriters generating gross proceeds of $ 22,800 . Of those 2,280 Private Placement Units,
the Sponsor purchased 457 Private Placement Units while the underwriters purchased 1,823 Private Placement Units. In addition, the Company
also consummated the private sale of an additional 6,060 Private Placement Warrants to the Sponsor generating gross proceeds of $ 4,545 .
The
Private Placement Warrants are identical to the Public Warrants except that (i) the Private Placement Warrants may be exercised for cash
or on a cashless basis, (ii) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise thereof may be subject
to certain transfer restrictions contained in the letter agreement among the Company, the Sponsor and other parties thereto, as amended
from time to time, (iii) the Private Placement Warrants will not be redeemable by the Company, and (iv) the holders of the Private Placement
Warrants (including Class A ordinary shares issuable upon exercise thereof) may be entitled to certain registration rights. With respect
to any cashless exercise of the Private Placement Warrants, the “fair market value” means, at the discretion of the holder,
either (x) the average last reported sale price of the public shares for the ten trading days ending on the third trading day prior to
the date of exercise or (y) the last reported sale price of the public shares for the trading day prior to the date of exercise.
A
portion of the purchase price of the Private Placement Units and Private Placement Warrants was added to the proceeds of Initial Public
Offering held in the Trust Account. If the initial Business Combination is not completed within the Completion Window, the proceeds from
the sale of the Private Placement Units and Private Placement Warrants held in the Trust Account will be used to fund the redemption
of the public shares (subject to the requirements of applicable law).
5.
RELATED PARTY TRANSACTIONS
Founder
Shares
On
October 24, 2025, the Sponsor purchased 2,875,000 Class B ordinary shares (the “founder shares”) from the Company for an
aggregate purchase price of $ 25,000 , or $ 0.009 per share. On November 26, 2025, the Company effected a share dividend of approximately
0.33 shares for each Class B ordinary share issued and outstanding, resulting in the Sponsor holding an aggregate of 3,833,333 founder
shares. All share and per-share data have been retrospectively presented. Up to 500,000 founder shares were subject to forfeiture depending
on the extent to which the underwriters’ over-allotment option was exercised during the Initial Public Offering. As a result of
the partial exercise by the underwriters of the over-allotment option on February 12, 2026, 60,767 founder shares were no longer subject
to forfeiture. On March 14, 2026, the underwriters’ over-allotment option expired, resulting in 439,233 founder shares being forfeited
to the Company.
The
forfeiture was adjusted depending on the extent to which the over-allotment option was not exercised in full by the underwriters such
that the Sponsor owns 25 % of the Company’s issued and outstanding Class A and Class B ordinary shares. On November 26, 2025, the
Sponsor transferred 25,000 founder shares each to four of the Company’s independent directors (an aggregate of 100,000 founder
shares) at their original purchase price share of $ 0.007 per share. The founder shares transferred to the independent directors were
not subject to forfeiture.
The
founder shares granted to the independent directors and advisors are in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, stock-based
compensation associated with equity-classified awards is measured at fair value on the assignment date. The Company established the initial
fair value of the founder shares on November 26, 2025, the date of the grant agreement, using a calculation prepared by a third-party
valuation experts which takes into consideration the probability of De-SPAC and instrument specific market adjustment was assumed to
be 35.0 %; the implied Class A share price was $ 9.88 ; and volatility of 7.5 %. The total fair value of the 100,000 founder shares transferred
to the four independent directors was $ 346,000 or $ 3.46 per share. The Company recognized share-based compensation expense of $ 346,000
at the grant date.
Promissory
Note — Related Party
The
Sponsor had agreed to loan the Company an aggregate of up to $ 300,000 , which was amended and restated on November 26, 2025 to increase
the principal amount to $ 500,000 , to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”).
The loan was non-interest bearing and unsecured with maturity date at the earlier of April 23, 2026 or the closing of the Initial Public
Offering. As of December 31, 2025, there was $ 85,670 outstanding under the Promissory Note. On January 30, 2026, the Company had total
borrowings of $ 97,671 under the Promissory Note, which has been paid in full by the Company at the closing of the Initial Public Offering
and the borrowings under the Promissory Note are no longer available.
F- 12
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
Administrative
Service Agreement
Commencing
on January 28, 2026, the date that the registration statement for the Company’s Initial Public Offering was declared effective,
the Company agreed to pay the Sponsor, or its affiliates, a monthly fee of $ 20,000 for office space, utilities and secretarial and administrative
services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of
December 31, 2025, such arrangements had not been executed and no amount has been accrued for these services in the Company’s balance
sheet.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s officers and directors may, but are not obligated to, loan the Company up to $ 1,500,000 (the “Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that
a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the
Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans
are convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender. The units
would be identical to the Private Placement Units. The terms of such loans by the Company’s officers and directors, if any, have
not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, no such Working Capital Loans
were outstanding.
6.
COMMITMENTS AND CONTINGENCIES
Risks
and Uncertainties
The
Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond
the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other
things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest
rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and
geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the
likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s
ability to complete an initial Business Combination.
Registration
Rights
The
Company’s initial shareholders and their permitted transferees can demand that the Company register the founder shares, the Private
Placement Units, the Private Placement Warrants and underlying securities and any securities issued upon conversion of Working Capital
Loans, pursuant to an agreement signed on the date of the Initial Public Offering. The holders of a majority of these securities are
entitled to make up to three demands that the Company register such securities. The holders of a majority of these securities or units
issued in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights
at any time after the Company consummates a Business Combination. In addition, the holders have certain piggyback registration rights
on registration statements filed after the Company’s consummation of a Business Combination. Notwithstanding anything to the contrary,
the underwriters may only make a demand on one occasion and only during the five-year period beginning on the effective date of Initial
Public Offering. In addition, the underwriters may participate in a piggyback registration only during the seven-year period beginning
on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any
such registration statement.
Underwriting
Agreement
The
Company granted the Underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover any over-allotments, at the Initial
Public Offering price less the underwriting discounts. On February 12, 2026, the underwriters partially exercised their over-allotment
option and purchased an additional 182,300 Units. The underwriters had 45 days from the date of the Initial Public Offering to purchase
the remaining 1,317,700 Units. On March 14, 2026, the underwriters’ over-allotment option expired for the 1,317,700 Units.
The
underwriters were entitled to a cash underwriting discount of $ 1,500,000 ( 1.50 % of the gross proceeds of the Units sold in the Initial
Public Offering) paid at the closing of the Initial Public Offering. The underwriters were entitled to a cash underwriting discount of
$ 0.15 per additional Unit or $ 27,345 in aggregate, paid on February 12, 2026.
Additionally,
the underwriters are entitled to a deferred underwriting discount of 3.50 % of the gross proceeds of the Initial Public Offering held
in the Trust Account, $ 3,500,000 in the aggregate, due upon the completion of the Company’s initial Business Combination subject
to the terms of the underwriting agreement. The underwriters are also entitled to a deferred underwriting discount of 3.50 % of the gross
proceeds of the sale of additional Units held in the Trust Account, $ 63,805 in the aggregate, due upon the completion of the Company’s
initial Business Combination subject to the terms of the underwriting agreement.
7.
SHAREHOLDERS’ DEFICIT
Preference
Shares
The
Company is authorized to issue 1,000,000 shares of preference shares with a par value of $ 0.0001 per share with such designations, voting
and other rights and preferences as may be determined from time to time by the board of directors. As of December 31, 2025, there were
no preference shares issued or outstanding.
F- 13
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
Class
A Ordinary Shares
The
Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2025, there
were no Class A ordinary shares issued or outstanding.
Class
B Ordinary Shares
The
Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. On November 26, 2025, the Company
effected a share dividend of approximately 0.33 shares for each Class B ordinary share outstanding, resulting in the Sponsor holding
an aggregate of 3,833,333 founder shares. All share and per-share data have been retrospectively presented. As of December 31, 2025,
there were 3,833,333 Class B ordinary shares issued and outstanding, of which an aggregate of up to 500,000 Class B ordinary shares are
subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the
number of founder shares will equal 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering.
As a result of the partial exercise by the underwriters of the over-allotment option on February 12, 2026, 60,767 founder shares were
no longer subject to forfeiture. On March 14, 2026, the underwriters’ over-allotment option expired, resulting in 439,233 founder
shares being forfeited to the Company.
The
founder shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination
or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. The Class A ordinary shares issuable in connection
with the conversion of the founder shares may result in material dilution to public shareholders due to the anti-dilution rights of the founder
shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. In the case that
additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold
in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary
shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares
agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable
upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all ordinary shares
outstanding upon the completion of the offering (including any Class A ordinary shares issued in connection with the exercise of the
underwriters’ over-allotment option and excluding any shares underlying the private securities), plus (ii) all Class A ordinary
shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent
units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital
loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination;
provided that such conversion of founder shares will never occur on a less than one-for-one basis.
8.
SEGMENT INFORMATION
FASB
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information
about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of
an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group,
in deciding how to allocate resources and assess performance.
The
Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole
to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company
only has one reportable segment.
The
CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported
on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets.
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics,
which include the following:
SCHEDULE OF SEGMENT REPORTING
December 31,
2025
Cash
$ 1,960
Prepaid expenses
$ 28,600
Deferred offering costs
$ 330,108
For the Period from
October 22,
2025
(Inception) Through
December 31, 2025
Formation, general, and administrative costs
$ 49,502
Share-based compensation expense
$ 346,000
The
CODM reviews formation, general, and administrative costs to manage and forecast cash to ensure enough capital is available to complete
a Business Combination or similar transaction within the Completion Window. The CODM also reviews formation, general, and administrative
costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation,
general, and administrative costs, as reported on the statement of operations, are the significant segment information provided to the
CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described
within their respective disclosures.
F- 14
UNITED
ACQUISITION CORP. I
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2025
The
CODM reviews the position of total assets as reported in the Company’s balance sheet to assess if the Company has sufficient resources
available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available to the Company. Additionally,
the CODM regularly reviews the status of deferred offering costs incurred to assess if these are in line with the planned use of proceeds
raised from the Initial Public Offering. The CODM will review the interests and/or dividends that will be earned and accrued on investments
held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust
Account funds while maintaining compliance with the Trust Agreement.
9.
SUBSEQUENT EVENTS
The
Company evaluated subsequent events that occurred after the balance sheet date, up to March 30, 2026, the date that the financial statements
were issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have
required adjustment to or disclosure in the financial statements.
The
registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2026. On January 30, 2026,
the Company consummated the Initial Public Offering of 10,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 .
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 275,000 Private Placement
Units, at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 2,750,000 . In addition, the Company consummated
the sale of an aggregate of 2,333,333 Private Placement Warrants, at a price of $ 0.75 per Private Placement Warrant, $ 1,750,000 in the
aggregate, to the Sponsor.
Following
the closing of the Initial Public Offering, on January 30, 2026, an amount of $ 100,000,000 ($ 10.00 per Unit) from the net proceeds of
the sale of the Units, Private Placement Units, and Private Placement Warrants was placed in the Trust Account.
On
January 30, 2026, the Company fully settled the $ 97,671 outstanding balance of the Promissory Note.
On
January 30, 2026, the underwriters were paid in cash an underwriting discount of $ 1,500,000 simultaneously with the closing of the Initial
Public Offering. In addition, the underwriters are entitled to a deferred underwriting discount of $ 3,500,000 in the aggregate.
On
February 12, 2026, the Company consummated the closing of an additional 182,300 Units sold pursuant to the underwriters’ partial
exercise of their over-allotment option, generating gross proceeds of $ 1,823,000 . On February 12, 2026, simultaneously with the sale
of the additional Units, the Company consummated the private sale of an additional 2,280 Private Placement Units to the Sponsor and underwriters
generating gross proceeds of $ 22,800 . Of those 2,280 Private Placement Units, the Sponsor purchased 457 Private Placement Units while
the underwriters purchased 1,823 Private Placement Units. In addition, on February 12, 2026, simultaneously with the sale of the additional
Units, the Company also consummated the private sale of an additional 6,060 Private Placement Warrants to the Sponsor generating gross
proceeds of $ 4,545 . Following the sale of the additional Units, all of the net proceeds from the sale of additional Units and additional
Private Placement Units and Private Placement Warrants totaling to $ 1,823,000 have been added in the Trust Account. The underwriters
were entitled to a cash underwriting discount of $ 0.15 per additional Unit or $ 27,345 in aggregate, paid on February 12, 2026. Additionally,
the underwriters are entitled to a deferred underwriting discount of 3.50 % of the gross proceeds of the Initial Public Offering held
in the Trust Account, additional $ 63,805 in the aggregate, due upon the completion of the Company’s Initial Business Combination
subject to the terms of the underwriting agreement. As a result of the partial exercise by the underwriters of the over-allotment option,
60,767 founder shares were no longer subject to forfeiture. The underwriters had 45 days from the date of the Initial Public Offering
to purchase the remaining 1,317,700 Units. On March 14, 2026, the underwriters’ over-allotment option expired, resulting in 439,233
founder shares being forfeited to the Company and the Company closed the remaining $ 82,463 over-allotment option liability against accumulated
deficit.
F- 15
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report
on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 30, 2026.
United Acquisition Corp. I
By:
/s/ Paul Packer
Name:
Paul Packer
Title:
Chief Executive Officer, Chief Financial Officer and
Chairman
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following
persons in the capacity and on the dates indicated.
Name
Position
Date
/s/ Paul Packer
Chairman, Director and Chief
Executive Officer
March 30, 2026
Paul Packer
(Principal Executive Officer)
/s/ Paul Packer
Chief Financial Officer
March 30, 2026
Paul Packer
(Principal Financial and
Accounting Officer)
/s/ Johnny DeStefano
Director
March 30, 2026
Johnny DeStefano
/s/ Timothy Hasara
Director
March 30, 2026
Timothy Hasara
/s/ Thomas Hicks Jr.
Director
March 30, 2026
Thomas Hicks Jr.
/s/ John Horne
Director
March 30, 2026
John Horne
56
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.