SPEG

Business Context and Reporting Period

Company: Silver Pegasus Acquisition Corp. (SPEG)

Filing Type: Form 10-Q (Quarterly Report)

Reporting Period: Quarter ended June 30, 2025

Business Overview: The Company is a Cayman Islands exempted corporation formed as a "blank check" company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, or similar business combination. As of June 30, 2025, the Company had not commenced any operations and had not selected a specific business combination target. All activity during the period related to formation and preparation for its Initial Public Offering (IPO).

Key Financial Metrics

Material Changes and Subsequent Events

The financial statements as of June 30, 2025, reflect the Company's pre-IPO status with zero cash and a shareholder deficit. However, significant events occurred immediately following the reporting period:

• Initial Public Offering (IPO): On July 16, 2025, the Company consummated its IPO, selling 11,500,000 Units (including 1,500,000 from the full exercise of the underwriters' over-allotment option) at $10.00 per Unit. This generated gross proceeds of $115,000,000.
• Private Placement: Simultaneously with the IPO, the Company sold 3,250,000 Private Placement Warrants to the Sponsor and underwriters for $3,250,000.
• Trust Account: $115,000,000 was deposited into a Trust Account to fund the future business combination.
• Debt Repayment: The outstanding promissory note of $194,649 owed to the related party was fully repaid on July 16, 2025.
• Transaction Costs: Total transaction costs amounted to $6,471,835, comprising a $2,000,000 cash underwriting fee, a $4,025,000 deferred underwriting fee, and $446,835 in other offering costs.

Outlook, Risks, and Management Commentary

Outlook and Strategy: The Company intends to use the funds held in the Trust Account to complete an initial business combination. It has 18 months from the closing of the IPO (the "Completion Window") to consummate a transaction. If unsuccessful, the Company will redeem public shares and liquidate.

Liquidity: As of June 30, 2025, the Company had no cash and relied on a promissory note from the Sponsor. Management determined that access to Sponsor funds and the subsequent IPO proceeds were sufficient to fund working capital needs for at least one year following the IPO.

Risks and Contingencies:

• Geopolitical Instability: The filing highlights risks associated with the Russia-Ukraine and Israel-Hamas conflicts, which could cause market volatility, supply chain interruptions, and impact the ability to find a target business.
• Going Concern: Prior to the IPO, the Company lacked sufficient liquidity to meet current obligations, though this was resolved by the July 2025 offering.
• Warrant Liability: Private Placement Warrants and Share Rights are classified as liabilities at fair value and will be re-measured at each reporting period, potentially impacting future earnings.

Investor Verification Checklist

• IPO Closing Confirmation: Verify the final closing date and total proceeds of the IPO (July 16, 2025) and the full exercise of the over-allotment option.
• Trust Account Status: Confirm the $115,000,000 deposit into the Trust Account and the investment strategy (U.S. government treasury obligations or money market funds).
• Deferred Underwriting Fee: Note the $4,025,000 deferred fee payable only upon the successful completion of a business combination.
• Related Party Transactions: Review the repayment of the $194,649 promissory note and the terms of the new Administrative Services Agreement ($10,000/month).
• Share Structure: Verify the conversion ratio of Class B founder shares to Class A shares (1:1) and the 25% ownership cap adjustment mechanism.
• Warrant Terms: Review the exercise price ($11.50) and redemption triggers ($18.00) for the Private Placement Warrants.