Silver Pegasus Acquisition Corp Unit(SPEGU) - 2025 Q2 - Quarterly Report

Part I. Financial Information Item 1. Interim Financial Statements Unaudited condensed financial statements and detailed notes cover the company's organization, accounting policies, IPO, and related transactions Condensed Balance Sheets Total assets increased to $278,971 by June 30, 2025, with rising liabilities leading to a larger shareholder's deficit | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :----- | :------------------------ | :---------------- | | Total Assets | $278,971 | $208,918 | | Total Liabilities | $350,411 | $233,959 | | Shareholder's Deficit | $(71,440) | $(25,041) | - Promissory note - related party increased from $62,384 as of December 31, 2024, to $179,649 as of June 30, 2025, indicating increased reliance on related party financing[10] - Deferred offering costs increased from $208,620 to $278,689, reflecting ongoing expenses related to the Initial Public Offering[10] Condensed Statements of Operations The company reported net losses for all periods presented, primarily driven by general and administrative costs, with no operating revenues | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Period from Inception (June 5, 2024) through June 30, 2024 | | :----- | :------------------------------- | :----------------------------- | :--------------------------------------------------------- | | General and administrative costs | $22,837 | $46,399 | $18,507 | | Loss from operations | $(22,837) | $(46,399) | $(18,507) | | Net loss | $(22,837) | $(46,399) | $(18,507) | | Basic and diluted net loss per share, Class B ordinary shares | $(0.01) | $(0.01) | $(0.01) | - The company has not generated any operating revenues to date, with all losses stemming from general and administrative costs[14] Condensed Statements of Changes in Shareholder's Deficit Shareholder's deficit significantly increased from $(25,041) to $(71,440) by June 30, 2025, primarily due to accumulated net losses | Metric | Balance — January 1, 2025 | Net Loss (Jan-Mar 2025) | Balance – March 31, 2025 | Net Loss (Apr-Jun 2025) | Balance – June 30, 2025 | | :----- | :------------------------ | :---------------------- | :----------------------- | :---------------------- | :---------------------- | | Class B Ordinary Shares Amount | $383 | $— | $383 | $— | $383 | | Additional Paid-in Capital | $24,617 | $— | $24,617 | $— | $24,617 | | Accumulated Deficit | $(50,041) | $(23,562) | $(73,603) | $(22,837) | $(96,440) | | Total Shareholder's Deficit | $(25,041) | $(23,562) | $(48,603) | $(22,837) | $(71,440) | - The company's accumulated deficit grew from $(50,041) at the beginning of 2025 to $(96,440) by June 30, 2025, reflecting ongoing operational losses[18] - The initial issuance of Class B ordinary shares to the Sponsor on June 5, 2024, contributed $25,000 to shareholder's equity, subsequently reduced by net losses[19] Condensed Statements of Cash Flows Net cash used in operating activities remained zero for both periods, as promissory note adjustments offset net losses, resulting in a zero cash balance | Metric | Six Months Ended June 30, 2025 | Period from Inception (June 5, 2024) through June 30, 2024 | | :----- | :------------------------------- | :--------------------------------------------------------- | | Net loss | $(46,399) | $(18,507) | | Payment of general and administrative costs through promissory note – related party | $46,304 | $10,420 | | Payment of formation costs through promissory note – related party | $— | $4,541 | | Net cash used in operating activities | $— | $— | | Cash – End of period | $— | $— | - The company's operating activities were primarily financed through a promissory note from a related party, resulting in zero net cash used and a zero cash balance at period end[22] - Significant deferred offering costs were paid through a related party promissory note ($70,961 for six months ended June 30, 2025) and by the Sponsor in exchange for Class B ordinary shares ($25,000 from inception through June 30, 2024)[22] Notes to Condensed Financial Statements Detailed notes cover the company's organization, accounting policies, IPO, private placement, related party transactions, commitments, and subsequent events NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Silver Pegasus Acquisition Corp., a blank check company, completed its IPO on July 16, 2025, raising $115 million for a future Business Combination - The Company is a blank check company incorporated on June 5, 2024, with the sole purpose of effecting a Business Combination[25] - The Initial Public Offering (IPO) was consummated on July 16, 2025, raising $115,000,000 from 11,500,000 units at $10.00 per unit, including the full exercise of the over-allotment option[27] - Simultaneously with the IPO, the company sold 3,250,000 Private Placement Warrants for $3,250,000 to the Sponsor and underwriters[28] - $115,000,000 from the IPO and private placement proceeds was placed in a Trust Account, to be invested in U.S. government treasury obligations or money market funds, and will not be released until the completion of a Business Combination or redemption of public shares[31] - Public shareholders have redemption rights at a per-share price based on the Trust Account balance upon completion of a Business Combination or if no Business Combination is completed within the Completion Window (18 months from IPO closing)[34][35] - The Sponsor, officers, and directors have waived certain redemption and liquidation rights related to their founder shares and public shares[36] NOTE 2. SIGNIFICANT ACCOUNTING POLICIES This section outlines accounting principles, including GAAP compliance, emerging growth company status, and policies for deferred offering costs, income taxes, and warrant/share rights - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC regulations[39] - The company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability[42][43] - Deferred offering costs are allocated between Class A ordinary shares (charged to temporary equity) and Public Rights/Private Placement Warrants (charged to statement of operations as liabilities)[48] - Warrant instruments and share rights are classified as liabilities at fair value and re-measured at each balance sheet date, with changes recognized in the statement of operations[52][55] - The company is considered an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a zero tax provision[51] NOTE 3. INITIAL PUBLIC OFFERING The company completed its IPO on July 16, 2025, selling 11,500,000 units at $10.00 each, with each unit comprising a Class A ordinary share and a right - The IPO on July 16, 2025, involved the sale of 11,500,000 Units at $10.00 per Unit, totaling $115,000,000, including the full exercise of the over-allotment option[59] - Each Unit consists of one Class A ordinary share and one right, where ten rights entitle the holder to one Class A ordinary share upon consummation of the initial Business Combination[59][60] NOTE 4. PRIVATE PLACEMENT Concurrently with the IPO, the Sponsor and underwriters purchased 3,250,000 Private Placement Warrants for $3,250,000, with specific transfer restrictions and redemption conditions - 3,250,000 Private Placement Warrants were sold to the Sponsor and underwriters for $3,250,000, with each warrant allowing the purchase of one Class A ordinary share at a price of $11.50[62] - Private Placement Warrants are not transferable, assignable, or salable until 30 days after the completion of the initial Business Combination[64] - Class B.1 Private Placement Warrants may be redeemed by the Company at $0.01 per warrant if the Class A ordinary share price equals or exceeds $18.00 for 20 trading days within a 30-trading day period, 30 days after the Business Combination; Class B.2 warrants are not redeemable[69][70] NOTE 5. RELATED PARTY TRANSACTIONS This note details transactions with the Sponsor, including founder share adjustments, a promissory note for IPO expenses, and an administrative services agreement - The Sponsor initially received 4,312,500 founder shares for $25,000, which later adjusted to 3,833,333 Class B ordinary shares after a share capitalization and subsequent surrender[71] - A promissory note from the Sponsor for IPO expenses had an outstanding balance of $179,649 as of June 30, 2025, and was fully repaid on July 16, 2025[76] - Effective July 14, 2025, the company entered an agreement to pay the Sponsor or an affiliate $10,000 per month for administrative services[77] - The Sponsor or affiliates may provide up to $1,500,000 in "Working Capital Loans" for transaction costs, convertible into Class B.1 warrants if a Business Combination is completed; no such loans were outstanding as of June 30, 2025[78] NOTE 6. COMMITMENTS AND CONTINGENCIES This section discusses risks from geopolitical instability, registration rights for securities, and underwriters' agreements regarding over-allotment and deferred fees - Geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) could adversely affect the company's search for a Business Combination and any target business[79][80] - Holders of founder shares, Private Placement Warrants, and warrants from working capital loans will have registration rights for their securities[83] - The underwriters fully exercised their over-allotment option for 1,500,000 units on July 16, 2025[84] - Underwriters received a $2,000,000 cash underwriting discount and are entitled to a deferred underwriting discount of $4,025,000 (3.5% of gross IPO proceeds) upon completion of the initial Business Combination[85] NOTE 7. SHAREHOLDER'S DEFICIT This note details authorized and outstanding Preference, Class A, and Class B Ordinary Shares, including Class B conversion terms and voting rights | Share Class | Authorized Shares | Issued & Outstanding (June 30, 2025 & Dec 31, 2024) | Par Value | | :---------- | :---------------- | :------------------------------------------------ | :-------- | | Preference Shares | 5,000,000 | None | $0.0001 | | Class A Ordinary Shares | 445,000,000 | None | $0.0001 | | Class B Ordinary Shares | 50,000,000 | 3,833,333 | $0.0001 | - Class B ordinary shares (founder shares) will automatically convert into Class A ordinary shares on a one-for-one basis upon or immediately following the Business Combination, subject to certain adjustments[89] - Prior to the Business Combination, only Class B ordinary shareholders have the right to vote on the appointment and removal of directors and on continuing the company in a jurisdiction outside the Cayman Islands[91] NOTE 8. SEGMENT INFORMATION The company operates as a single reportable segment, with the CEO acting as CODM, reviewing operating results and general and administrative costs - The company has determined it has only one reportable segment, with the Chief Executive Officer identified as the Chief Operating Decision Maker (CODM)[93] - The CODM assesses performance and allocates resources based on net income or loss and reviews general and administrative costs to manage cash and ensure alignment with agreements and budget[94] NOTE 9. SUBSEQUENT EVENTS This note details post-June 30, 2025 events, including the administrative services agreement, IPO and private placement consummation, and promissory note repayment - On July 14, 2025, the company entered an agreement to pay the Sponsor or an affiliate $10,000 per month for administrative support[96] - On July 16, 2025, the IPO was consummated, raising $115,000,000, and 3,250,000 Private Placement Warrants were sold for $3,250,000[96][97] - On July 16, 2025, the company paid $2,000,000 in cash underwriting discount and fully repaid the $194,649 outstanding promissory note[98][99] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and results, emphasizing its blank check status, lack of operating revenues, and post-IPO liquidity strategy Special Note Regarding Forward-Looking Statements This section advises that the report contains forward-looking statements subject to risks and uncertainties, with no obligation to update them - The report includes forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially from expectations[101] - The company disclaims any intention or obligation to update or revise forward-looking statements unless expressly required by applicable securities law[101] Overview Silver Pegasus Acquisition Corp. is a blank check company formed to complete a Business Combination using IPO proceeds, shares, or debt - The company is a blank check company formed to effect a Business Combination, using cash derived from IPO proceeds, shares, debt, or a combination thereof[102] - The company expects to incur significant costs in pursuing acquisition plans and cannot assure success in completing a Business Combination[103] Results of Operations The company has not generated operating revenues since inception, reporting net losses for all periods due solely to general and administrative costs - The company has not engaged in operations or generated revenues to date, with activities focused on formation, IPO preparation, and target identification[104] | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Period from Inception (June 5, 2024) through June 30, 2024 | | :----- | :------------------------------- | :----------------------------- | :--------------------------------------------------------- | | Net loss | $(22,837) | $(46,399) | $(18,507) | | Consisted of | General and administrative costs | General and administrative costs | General and administrative costs | Liquidity and Capital Resources Pre-IPO liquidity came from Sponsor loans; post-IPO, $115 million from IPO and $3.25 million from private placement warrants were secured for the Business Combination and operations - Prior to the IPO, liquidity was sourced from the Sponsor's Class B ordinary share purchases and loans[107] - Post-IPO (July 16, 2025), $115,000,000 from the IPO and $3,250,000 from Private Placement Warrants were generated[108] - $115,000,000 was placed in the Trust Account, primarily for the Business Combination, with remaining proceeds for working capital of the target business[110][111] - Funds outside the Trust Account are for identifying and evaluating target businesses, due diligence, and structuring a Business Combination[112] - The Sponsor or affiliates may provide up to $1,500,000 in "Working Capital Loans" for transaction costs, convertible into Class B.1 warrants if a Business Combination is completed[113] Off-Balance Sheet Arrangements The company reported no off-balance sheet arrangements as of June 30, 2025 - As of June 30, 2025, the company has no obligations, assets, or liabilities considered off-balance sheet arrangements[115] Contractual Obligations The company has no long-term debt or lease obligations, only a $10,000 per month administrative services agreement with a Sponsor affiliate - The company has no long-term debt, capital lease, operating lease, or long-term liabilities, except for a $10,000 per month administrative services agreement with a Sponsor affiliate[116] Critical Accounting Estimates As of June 30, 2025, the company had no critical accounting estimates requiring disclosure - As of June 30, 2025, the company did not have any critical accounting estimates to be disclosed[118] Item 3. Quantitative and Qualitative Disclosures About Market Risk This item is not required for the company as it qualifies as a smaller reporting company - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[119] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures Certifying Officers concluded the company's disclosure controls and procedures were effective as of June 30, 2025 - The Certifying Officers concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[121] Changes in Internal Control over Financial Reporting No material changes occurred in the company's internal control over financial reporting during the fiscal quarter of 2025 - No material changes in internal control over financial reporting occurred during the fiscal quarter of 2025[122] Part II. Other Information Item 1. Legal Proceedings The company reported no legal proceedings - The company has no legal proceedings[124] Item 1A. Risk Factors No material changes occurred to the risk factors disclosed in the company's final IPO prospectus - No material changes to the risk factors disclosed in the company's final IPO prospectus have occurred as of the report date[124] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details unregistered sales of founder shares and Private Placement Warrants, along with the use of IPO and private placement proceeds - The Sponsor subscribed for 4,312,500 founder shares for $25,000, which later adjusted to 3,833,333 Class B ordinary shares, issued under Section 4(a)(2) of the Securities Act[125] - 3,250,000 Private Placement Warrants were sold to the Sponsor and underwriters for $3,250,000, also under Section 4(a)(2) exemption[126] - $115,000,000 from the IPO and private placement proceeds was placed in the Trust Account[127] - Total offering costs paid amounted to $6,471,835, including cash underwriting fees, deferred underwriting fees, and other offering costs[128] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - The company has no defaults upon senior securities[129] Item 4. Mine Safety Disclosures The company reported no mine safety disclosures - The company has no mine safety disclosures[129] Item 5. Other Information The company reported no other information to disclose under this item - The company has no other information to disclose under this item[129] Item 6. Exhibits This section lists all exhibits filed or incorporated by reference into the Form 10-Q, including organizational documents, agreements, and certifications - The report includes various exhibits such as the Second Amended and Restated Memorandum and Articles of Association, specimen certificates, rights agreements, warrant agreements, and certifications[131] - Certifications of the Principal Executive Officer and Principal Financial Officer are furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002[131][132] Signatures Signatures Details The report was signed by Cesar Johnston, Chief Executive Officer and Chief Financial Officer, on August 25, 2025 - The report was signed by Cesar Johnston, Chief Executive Officer and Chief Financial Officer, on August 25, 2025[137]