UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-43073

KRAKacquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1875195
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification Number)

1455 Adams Dr #1630 Menlo Park, CA 94025		94025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		(415) 538-3600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, and one-fourth of one redeemable warrant	KRAQU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	KRAQ	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	KRAQW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒ No ☐

As of May 14, 2026, 34,500,000 Class A ordinary shares, including Class A ordinary shares underlying the units, and 8,625,000 Class B ordinary shares were issued and outstanding.

INDEX

	Page
PART I – Financial Information

Item 1: Financial Statements	F-3

Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	F-3

Condensed Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)	F-4

Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 (Unaudited)	F-5

Condensed Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)	F-6

Notes to Unaudited Condensed Financial Statements	F-7

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3: Quantitative and Qualitative Disclosures about Market Risks	6

Item 4: Controls and Procedures	6

PART II – Other Information	6

Item 1: Legal Proceedings	6

Item 1A: Risk Factors	6

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	6

Item 3: Default Upon Senior Securities	6

Item 4: Mine Safety Disclosures	6

Item 5: Other Information	6

Item 6: Exhibits	7

Signatures	8

F-2

	March 31, 2026			December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and Cash Equivalents	$	824,617		$	44,147
Prepaid insurance - Current		69,647			—
Total current assets		894,264			44,147
Prepaid insurance - Non-Current		57,816			—
Marketable securities held in Trust Account		346,999,121			—
Deferred offering costs		—			436,015
TOTAL ASSETS	$	347,951,201		$	480,162

LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued offering costs	$	20,569		$	328,386
Accounts payable		6,587			11,366
Accrued expenses		11,257			16,038
Due to related party		77,370			—
Promissory note - related party		—			201,747
Total current liabilities		115,783			557,537
Deferred underwriting fee payable		10,350,000			—
Advisory fee payable		10,350,000			—
Total Liabilities		20,815,783			557,537

Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, 34,500,000 shares at redemption value of $10.06 per share at March 31, 2026		346,999,121			—

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 34,500,000 shares subject to possible redemption)		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 issued and outstanding ⁽¹⁾		863			863
Additional paid-in capital		—			24,137
Accumulated deficit		(19,864,566	)		(102,375	)
Total Shareholders’ Deficit		(19,863,703	)		(77,375	)
TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT	$	347,951,201		$	480,162

	For The Three Months Ended March 31,
	2026 (Unaudited)
Operating expenses:
General and administrative expenses	$	10,965,430
Loss from operations		(10,965,430	)

Other income:
Interest income		2,054,610
Total other income		2,054,610

Net loss	$	(8,910,820	)

Weighted average shares outstanding, Class A ordinary shares		23,766,667
Basic net loss per Class A ordinary share	$	(0.28	)

Weighted average shares outstanding, Class B ordinary shares⁽¹⁾		8,275,000
Basic net loss per Class B ordinary share	$	(0.28	)

	Class B Ordinary Shares				Additional Paid-in Capital			Accumulated Deficit			Total Shareholder’s Deficit
	Shares⁽¹⁾		Amount		Additional Paid-in Capital			Accumulated Deficit			Total Shareholder’s Deficit
Balance at January 1, 2026		8,625,000	$	863	$	24,137		$	(102,375	)	$	(77,375	)
Proceeds from Private Warrants, less issuance costs		—		—		2,246,589			—			2,246,589
Proceeds from sale of Public Warrants, less issuance costs		—		—		2,337,139			—			2,337,139
Accretion of Class A ordinary shares subject to possible redemption to redemption value		—		—		(4,607,865	)		(10,851,371	)		(15,459,236	)
Net loss		—		—		—			(8,910,820	)		(8,910,820	)
Balance at March 31, 2026		8,625,000	$	863	$	—		$	(19,864,566	)	$	(19,863,703	)

	For the Three Months Ended March 31, 2026 (Unaudited)
Cash flows from operating activities:
Net Loss	$	(8,910,820	)
Interest income		(2,049,415	)
Changes in operating assets and liabilities:
Accounts payable		(4,779	)
Prepaid insurance		(69,647	)
Non-current prepaid insurance		(57,816	)
Accrued expenses		(4,781	)
Due to related party		77,370
Advisory fee payable		10,350,000
Net cash used in operating activities		(669,888	)

Cash flows from investing activities:
Cash deposited into Trust Account		(345,000,000	)
Proceeds from sales of investments		50,294
Net cash used in investing activities		(344,949,706	)

Cash flows from financing activities:
Proceeds from sale of Units, net of underwriting discounts paid		342,416,272
Proceeds from Private Placement Warrants		2,246,589
Proceeds from Public Warrants		2,337,139
Payment of offering costs		(398,189	)
Repayment of promissory note		(201,747	)
Net cash provided by financing activities		346,400,064

Net increase in cash and restricted cash		780,470
Cash and restricted cash, beginning of year		44,147
Cash and restricted cash, end of year	$	824,617

Supplemental disclosure of non-cash investing and financing activities:
Deferred underwriting fee payable	$	10,350,000

Gross proceeds	$	345,000,000
Less:
Proceeds allocated to public warrants		(2,415,000	)
Issuance costs allocated to Public Shares		(11,045,115	)
Plus:
Accretion of carrying value to redemption value		15,459,236
Class A ordinary shares subject to possible redemption	$	346,999,121

	For The Three Months Ended March 31, 2026
Basic net loss per share:	Class A Ordinary Shares			Class B Ordinary Shares
Numerator:
Net loss	$	(6,609,534	)	$	(2,301,286	)
Denominator:
Weighted Average ordinary shares		23,766,667			8,275,000
Basic net loss per ordinary share	$	(0.28	)	$	(0.28	)

Underlying stock price	$	9.93
Exercise price		11.5
Implied Volatility		31.80	%
Weighted-Average remaining term (in years)		2.76
Risk-free rate		3.61	%
Implied Market adjustment		15	%

		Level				March 31, 2026				December 31, 2025
Marketable securities held in Trust Account			1			$	346,999,121			$	—

31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Principal Executive Officer and the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	KRAKacquisition Corp

Date: May 15, 2026	/s/ Ravikant Tanuku
	Ravikant Tanuku
	Chief Executive Officer

Date: May 15, 2026	/s/ Sahil Gupta
	Sahil Gupta
	Chief Financial Officer

SEC Form 10-Q filed by KRAKacquisition Corp