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The company’s partnership with Kraken and experienced venture capital and investment firms may provide unique access to high-quality targets in the digital asset ecosystem, particularly in the convergence of DeFi and TradFi. The Sponsor’s operational and regulatory expertise could enhance due diligence and post-combination value creation. The substantial IPO proceeds held in trust provide financial capacity to pursue meaningful acquisitions. If the company successfully completes a Business Combination with a resilient, high-growth target, it could leverage its Sponsor’s network and expertise to support growth and operational improvements.

The company currently has no operations, revenue, or earnings and depends entirely on completing a Business Combination to create shareholder value. There is uncertainty whether any reviewed or future target businesses will be acquired. The company faces competition from other SPACs, private equity, and strategic buyers for attractive targets. Post-combination, the company may be dependent on a single business, exposing it to industry-specific risks. The limited ability to evaluate target management and the potential for operational challenges post-acquisition add to execution risk. Additionally, liquidity outside the Trust Account is minimal, and the company reported a net loss related to formation costs.

As a newly formed blank check company, KRAKacquisition Corp currently has no operating business or competitive moat. Its potential competitive advantages lie in the expertise and relationships of its Sponsor, which includes Kraken, a well-established global crypto platform, and experienced venture and investment firms. This partnership is expected to provide differentiated sourcing opportunities, enhanced diligence capabilities, operational experience, and regulatory expertise in the digital asset ecosystem. However, these advantages are contingent on successfully identifying and completing a Business Combination and effectively supporting the acquired business post-transaction.

• Dependence on Completing a Business Combination: The company has no operations and nominal assets and depends entirely on identifying and completing a Business Combination to create shareholder value. Failure to complete a Business Combination would adversely affect the company.
• Single Business Concentration Risk: Post-Business Combination, the company’s success may depend entirely on the performance of a single business, exposing it to negative economic, competitive, and regulatory developments in that industry.
• Limited Ability to Evaluate Target Management: The company’s assessment of target management may not be accurate, and future management may lack the skills or experience to manage a public company effectively.
• Competition for Targets: The company faces intense competition from other SPACs, private equity groups, and strategic buyers, which may limit its ability to acquire attractive targets.
• Liquidity Constraints Outside Trust Account: As of December 31, 2025, the company had limited liquidity outside the Trust Account, with a current ratio of 0.08, which may constrain operations and transaction-related expenses.

• KRAKacquisition Corp is a blank check company incorporated on July 28, 2025, as a Cayman Islands exempted company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a Business Combination).
• The company focuses on companies in the digital asset ecosystem, particularly those bridging decentralized finance (DeFi) and traditional finance (TradFi), including payment networks, tokenization platforms, blockchain infrastructure, and compliance solutions.
• The company completed its Initial Public Offering (IPO) on January 29, 2026, issuing 34,500,000 units at $10.00 per unit, including full exercise of the over-allotment option, generating gross proceeds of $345 million.
• Simultaneously, the company sold 2,250,000 Private Placement Warrants to its Sponsor for $2.25 million.
• The Sponsor was formed through a partnership including Payward, Inc. (d/b/a Kraken), Tribe Capital, and Natural Capital, bringing expertise in crypto platforms, fintech venture capital, and SPACs.
• As of December 31, 2025, the company held approximately $345 million in permitted investments and cash in a Trust Account and $44,147 of cash held outside the Trust Account.
• The company has no operations and nominal assets consisting almost entirely of cash, qualifying it as a shell company under the Securities Exchange Act of 1934.
• The company intends to use cash from the IPO proceeds, sale of private placement shares, equity, debt, or a combination thereof to effectuate its initial Business Combination.
• The company has reviewed multiple potential target businesses but has not determined whether it will complete a Business Combination with any of them.
• The company expects to leverage the strategic, transactional, and operating experience of its Management Team and Sponsors to identify and complete a Business Combination.
• Kraken's participation as a partner in the Sponsor is expected to provide advantages including deep ecosystem access, enhanced diligence, proven operating experience, and regulatory expertise in the digital asset sector.
• The company has agreed to pay its Sponsor $30,000 per month for office space, utilities, and administrative support until the earlier of the initial Business Combination or liquidation.
• As of December 31, 2025, the company reported cash and cash equivalents of $44,147 and current liabilities of $557,537, resulting in a current ratio of 0.08 and a cash ratio of 0.08, indicating limited liquidity outside the Trust Account.
• The company reported a net loss of $102,375 and basic and diluted earnings per share of -$0.01 for the fiscal year ended December 31, 2025, reflecting formation and offering costs.
• The company is subject to risks including dependence on a single business post-Business Combination, limited ability to evaluate target management, potential inability to complete a Business Combination, and competition from other entities pursuing similar transactions.
• The company is an emerging growth company and a smaller reporting company, eligible for certain reduced disclosure and compliance requirements under the JOBS Act.
• The company has registered its securities under the Exchange Act and files periodic reports with the SEC.
• The company may seek additional financing through private offerings of debt or equity in connection with its initial Business Combination.
• The company may pay finder’s fees or consulting fees in connection with identifying and completing its initial Business Combination, which would be paid from the Trust Account.
• The company’s initial shareholders owned 20% of the issued and outstanding ordinary shares upon closing of the IPO, potentially exerting substantial influence on shareholder votes.