Shreya Acquisition Group (SAGU) risk factors, FY2026 10-K

Other

1. 01For the year ended June 30, 2026, we reported net income of $372,145, compared with a net loss of $6,665 for the period from June 25, 2025 (inception) through June 30, 2025
2. 02General and administrative costs were $214,968 for the year ended June 30, 2026, compared with $6,665 for the period from June 25, 2025 (inception) through June 30, 2025. The increase primarily reflects our formation, Initial Public Offering and public-company activities during the year ended June 30, 2026
3. 03Initial Public Offering and Private Placement
4. 04Liquidity and Capital Resources
5. 05For the year ended June 30, 2026 and the period from June 25, 2025 (Inception) through June 30, 2025, cash used in operating activities was $(166,886) and $0, respectively
6. 06Going Concern Consideration
7. 07Administrative Services Agreement
8. 08Critical Accounting Estimates
9. 09Off-Balance Sheet Arrangements

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

1. 10Evaluation of Disclosure Controls and Procedures
2. 11Management’s Report on Internal Controls Over Financial Reporting
3. 12Changes in Internal Control over Financial Reporting
4. 13Anuj Goyal is our Chief Executive Officer
5. 14Arvind Singh Kiran Gokhool is our Chief Financial Officer
6. 15Executive Officer and Director Compensation
7. 16The audit committee will at all times be composed exclusively of independent directors who are “financially literate” as defined under the NYSE Listing Rules as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement
8. 17Corporate governance and nominating committee
9. 18Guidelines for selecting director nominees
10. 19Code of Conduct and Ethics
11. 20Investment Corporation Ltd Finance Director
12. 21We cannot assure you that any of the above mentioned conflicts will be resolved in our favor
13. 22Limitation on Liability and Indemnification of Officers and Directors
14. 23We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors
15. 24Section 16(a) Beneficial Ownership Reporting Compliance
16. 25Executive Officers and Director Compensation
17. 26ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
18. 27Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them
19. 28(1) Unless otherwise indicated, the business address of each of the individuals is c/o Shreya Acquisition Group, c/o First Island Trust Company Ltd, Suite 308, St James Court, St Denis Street, Port Louis, Mauritius
20. 29(6) Based on information provided in Schedule 13G/A filed with the SEC on June 4, 2026, as it relates to shares beneficially owned by Feis Equities LLC and Lawrence M. Feis. The address for Feis Equities LLC and Mr. Feis is 1740 Waukegan Road Suite 206 Glenview, Illinois 60025
21. 30Restrictions on Transfers of Founder Shares and Private Units
22. 31ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
23. 32We also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions
24. 33These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
25. 34The firm of Kreit & Chiu CPA LLP, acts as our independent registered public accounting firm. The following is a summary of fees billed and expected to be billed to Kreit & Chiu CPA LLP for services rendered
26. 35All Other Fees
27. 36Item 15. Exhibits, Financial Statement Schedules
28. 37Notes to Financial Statements F-7
29. 381.1 Underwriting Agreement, dated May 6, 2026, by and between the Company and D. Boral Capital, LLC, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 11, 2026)
30. 394.1 Specimen Unit Certificate
31. 404.2 Specimen Ordinary Share Certificate
32. 4110.4 Private Units Subscription Agreement, dated May 6, 2026, by and between the Company and Thews (Mauritius) Limited (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 11, 2026)
33. 4299.2 Compensation Committee Charter (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on April 24, 2026)
34. 43104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
35. 44(Principal Financial and Accounting Officer)
36. 45Opinion on the Financial Statements
37. 46Commitments and Contingencies (Note 6)
38. 47Preference shares, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding - -
39. 48TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY $ 111,477,991 $ 51,150
40. 49Net income (loss) $ 372,145 $ (6,665 )
41. 50Gain on expiration of Over-Allotment Option liability (40,500 )
42. 51Net cash used in operating activities (166,886 ) -
43. 52Net cash used in investing activities (110,000,100 ) -
44. 53NOTE 1: ORGANIZATION AND BUSINESS OPERATIONS
45. 54Cash and Cash Equivalents
46. 55Cash Held in Trust Account
47. 56Net Income (Loss) Per Ordinary Share
48. 57Particulars Redeemable Shares Non-Redeemable Shares
49. 58The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature
50. 59Common stock value $8.42 per share

Concentration of Credit Risk

1. 60Class A Ordinary Shares Subject to Possible Redemption
2. 61Class A ordinary shares subject to possible redemption, June 30, 2026 $ 110,546,613
3. 62NOTE 3: INITIAL PUBLIC OFFERING
4. 63NOTE 4: PRIVATE PLACEMENT
5. 64NOTE 7: SHAREHOLDERS’ EQUITY
6. 65Class 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. As of June 30, 2026 and June 30, 2025, 4,714,285 and 4,928,571 Class B ordinary shares, respectively, were issued and outstanding
7. 66Once the warrants become exercisable, the Company may redeem the Public Warrants
8. 67If and when the warrants become redeemable by the Company, the Company 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
9. 68NOTE 8: SEGMENT INFORMATION
10. 69The Company’s CODM has been identified as the Chief Executive 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 operating segment
11. 70Interest income earned on cash held in Trust Account $ 546,613 $ -
12. 71NOTE 9: SUBSEQUENT EVENTS