Business Context and Reporting Period
Company: Silver Pegasus Acquisition Corp. (SPEG)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Silver Pegasus is a Cayman Islands exempted company formed as a blank check SPAC. It has no operating history and was incorporated on June 5, 2024, to effect a business combination with one or more target businesses. The company focuses on the technology sector, specifically semiconductors and systems solutions, targeting companies with an enterprise value of $200-$500 million.
Capitalization Status: The company consummated its Initial Public Offering (IPO) on July 16, 2025, selling 11,500,000 units at $10.00 per unit. Simultaneously, it sold 3,250,000 private placement warrants. As of December 31, 2025, the company has not selected a business combination target.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Trust Account Balance | $117,108,805 |
| Cash (Outside Trust) | $378,794 |
| Total Assets | $117,639,375 |
| Net Income | $2,948 |
| Deferred Underwriting Fee | $4,025,000 |
| Derivative Liabilities (Warrants & Rights) | $4,317,475 |
| Shareholders' Deficit | $(7,946,676) |
Revenue: $0 (No operating revenues generated to date).
Profit/Loss: The company reported a net income of $2,948 for the year ended December 31, 2025. This was driven by interest income of $2,108,805 earned on the Trust Account, offset by a loss on derivative liability of $1,612,150, transaction costs of $111,382, and general and administrative costs of $382,325.
Liquidity: The company holds $378,794 in cash outside the Trust Account to fund working capital and search activities. The Trust Account holds $117,108,805 in U.S. Treasury Bills and money market funds.
Material Changes vs. Prior Period
- From Inception to IPO: The reporting period covers the company's inception (June 5, 2024) through the completion of its IPO in July 2025. The prior period (June 5, 2024, to Dec 31, 2024) showed a net loss of $50,041 with no assets other than deferred offering costs.
- Asset Growth: Total assets increased from $208,918 in 2024 to $117,639,375 in 2025, primarily due to the $115,000,000 deposited into the Trust Account following the IPO.
- Liabilities: New liabilities were recorded in 2025, including derivative liabilities for public rights and private warrants, and a deferred underwriting fee of $4,025,000.
- Equity Structure: The company now has 11,500,000 Class A ordinary shares subject to possible redemption and 3,833,333 Class B ordinary shares (founder shares) outstanding.
Guidance, Outlook, Risks, and Contingencies
Outlook and Timeline: The company has until January 16, 2027 (18 months from the IPO closing) to consummate an initial business combination. If no combination is completed by this date, the company will liquidate and redeem public shares.
Management Commentary: Management intends to use funds outside the Trust Account to identify and evaluate targets. They may seek additional financing through loans from the Sponsor or affiliates, up to $1,500,000 of which may be convertible into warrants.
Going Concern: The filing includes a "Going Concern" warning. The mandatory liquidation date and the need for additional capital to fund operations raise substantial doubt about the company's ability to continue as a going concern for one year after the issuance of the financial statements, unless a business combination is completed.
Key Risks:
- Failure to Complete Combination: If the company fails to complete a business combination by the deadline, public shareholders will receive a pro-rata share of the Trust Account (approx. $10.18 per share as of Dec 31, 2025), and rights/warrants will expire worthless.
- Derivative Liability Volatility: The company recorded significant losses on the fair value adjustment of warrant and rights liabilities, which can impact net income.
- Third-Party Claims: There is a risk that claims by creditors could reduce the amount in the Trust Account below $10.00 per share, though the Sponsor has agreed to indemnify the Trust Account against such claims (subject to the Sponsor's ability to pay).
- Geopolitical Risks: Ongoing conflicts (Russia-Ukraine, Middle East) may disrupt capital markets and affect the ability to find or complete a transaction.
Important Facts for Investor Verification
- Liquidation Deadline: Verify the exact date of the mandatory liquidation (January 16, 2027) and any potential extensions.
- Trust Account Yield: Confirm the current interest rate environment and its impact on the redemption price per share, which was approximately $10.18 as of December 31, 2025.
- Sponsor Indemnification: Assess the financial strength of the Sponsor (SilverLode Capital LLC) to fulfill its indemnification obligations if third-party claims reduce the Trust Account balance.
- Derivative Liability Exposure: Monitor the fair value of the warrant and rights liabilities, as fluctuations can significantly impact the company's reported net income/loss.
- Working Capital Sufficiency: Verify if the $378,794 in cash outside the Trust is sufficient to fund operations until the liquidation deadline or a business combination, or if additional loans from the Sponsor are imminent.