STOCK TITAN

Lake Superior clarifies potential loan-to-unit conversion

The contemplated unit conversion depends on a lender making a loan and the company completing an initial business combination.

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-K/A

Rhea-AI Filing Summary

Lake Superior Acquisition Corp. (LKSP) amended its annual report to clarify that the parties currently contemplate that up to $1,500,000 of potential working capital loans may, at the applicable lender’s option, convert into units at $10.00 per unit upon consummation of an initial business combination. Before the IPO, the contemplated conversion was into Class A ordinary shares at $10.00 per share. No working capital loan had been made or entered into as of the amendment; the terms are not final or binding, remain subject to further negotiation and definitive loan documents, and may not be entered into.

Each unit consists of one Class A ordinary share and one-seventh of one right; each whole right is convertible into one Class A ordinary share upon consummation of a business combination. As of February 12, 2026, LKSP had 11,860,000 Class A ordinary shares, including those underlying units, and 3,833,333 Class B ordinary shares issued and outstanding. The annual report also identifies a material weakness in internal control over financial reporting and discusses whether it can be remediated in a timely manner or at all.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 1 point

How the balance works

Positive

  • None.

Negative

  • Major pointThe company identifies a material weakness in internal control over financial reporting.

Filing Explained

For any such loan—which has not been made or entered into—the company says repayment could use trust funds released after a completed business combination; if no combination closes, repayment would be limited to funds outside the trust, with no trust proceeds used.

Potential working capital loan conversion amount Up to $1,500,000 Currently contemplated amount convertible into units upon consummation of an initial business combination
Unit conversion price $10.00 per unit Currently contemplated working capital loan conversion terms
Class A ordinary shares issued and outstanding 11,860,000 shares As of February 12, 2026; includes Class A ordinary shares underlying units
Class B ordinary shares issued and outstanding 3,833,333 shares As of February 12, 2026
Promissory Note 2 outstanding balance $94,360 As of December 31, 2025
working capital loans financial
"if any such working capital loans are made"
Working capital loans are short-term loans companies use to cover everyday operational expenses—such as payroll, inventory purchases, or utility bills—when incoming cash is delayed or uneven. Investors care because frequent or growing reliance on these loans can signal ongoing cash-flow stress and higher financial risk, while occasional use can simply smooth predictable ups and downs; like a household using a short-term loan to bridge paychecks, it affects a company’s short-term stability and flexibility.
initial business combination financial
"upon the consummation of the Company’s initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
Private Units financial
"245,000 Private Units and 115,000 Private Units"
registration rights financial
"registration rights pursuant to a registration rights agreement"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
material weakness technical
"the material weakness in our internal control over financial reporting"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What changed in LKSP’s potential working capital loan conversion terms?

The contemplated terms changed from conversion into Class A ordinary shares at $10.00 per share to conversion into units at $10.00 per unit, for up to $1,500,000 of loans. Conversion would be at the applicable lender’s option upon consummation of the initial business combination.

What is LKSP’s Promissory Note 2 balance and repayment term?

Promissory Note 2 had $94,360 outstanding as of December 31, 2025. It is unsecured and non-interest-bearing, and is payable on the earlier of September 17, 2026, consummation of the Proposed Public Offering, or the date the company determines not to proceed with the Proposed Public Offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No.1)

 

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

 

For the fiscal year ended December 31, 2025

 

OR

 

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

 

For the transition period from to

 

Lake Superior Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

British Virgin Islands

 

001-42896

 

N/A

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

521 Fifth Avenue 17th Floor

New York, NY

 

10175

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: +1 646-886-8892

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of Each Class:

 

Trading Symbol:

 

Name of Each Exchange on Which Registered:

Units, each consisting of one Class A Ordinary Share and one-seventh of one right

 

LKSPU

 

The NASDAQ Stock Market LLC

Class A Ordinary Shares, no par value 

 

LKSP 

 

The NASDAQ Stock Market LLC

Rights, each whole right to acquire one Class A Ordinary Share 

 

LKSPR 

 

The NASDAQ Stock Market LLC

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐     No ☒

 

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 Data 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, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

The aggregate market value of the registrant’s Class A ordinary shares with no par value, outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at June 30, 2025, was $0. The Registrant’s securities were not listed on any exchange and all of the Registrant’s outstanding ordinary shares were held by affiliates. The Registrant’s Class A ordinary shares commenced trading on the Nasdaq Stock Exchange on November 6, 2025.

 

As of February 12, 2026, 11,860,000 Class A ordinary shares, including Class A ordinary shares underlying the units, and 3,833,333 Class B ordinary shares were issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K is being filed by Lake Superior Acquisition Corp. (the “Company,” “we,” “our” or “us”) to amend the Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2026 (the “Form 10-K”). The purpose of this Amendment is to amend the Form 10-K and to clarify the terms currently contemplated by the Company, the Sponsor, certain affiliates of the Sponsor and certain directors and officers of the Company (collectively, the “Potential Lenders”) with respect to any working capital loans that may be made to the Company. In connection with the Company’s initial public offering (“IPO”), the Company and the Potential Lenders contemplated that, if any Potential Lender were to make working capital loans to the Company, up to $1,500,000 of such loans could be converted, at the option of the applicable lender, into Class A ordinary shares of the Company at a price of $10.00 per share upon the consummation of the Company’s initial business combination. Following the consummation of the Company’s IPO and as a result of further negotiations between the Company and the Potential Lenders, the parties currently contemplate that, if any such working capital loans are made, up to $1,500,000 of such loans may instead be convertible, at the option of the applicable lender, into units of the Company at a price of $10.00 per unit upon the consummation of the Company’s initial business combination. The change in the contemplated conversion terms reflects the results of further negotiations among the parties following the consummation of the Company’s IPO. As of the date of this Amendment, no working capital loan has been made to, or entered into by, the Company, and the terms described herein represent only the terms currently contemplated by the parties and are not final or binding. The terms of any working capital loan, including the principal amount, conversion rights and other terms thereof, remain subject to further negotiation among the applicable parties and the execution of definitive loan documentation, and there can be no assurance that any such loan will be entered into on the terms described herein or at all.

 

As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is also filing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment.

 

This Amendment on Form 10-K/A speaks as of the filing date of the Form 10-K on February 12, 2026. Other than as set forth herein, the Form 10-K/A does not, and does not purport to, amend, update or restate any other information or disclosure included in the Form 10-K or reflect any events that have occurred since February 12, 2026. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the Company’s other filings with the SEC subsequent to February 12, 2026

 

 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (this “Annual Report”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

 

·

our ability to select an appropriate target business or businesses in the financial services industry or adjacent industries;

 

 

·

our ability to complete our initial business combination in the financial services industry or adjacent industries;

 

 

·

our expectations around the performance of the prospective target business or businesses in the financial services industry or adjacent industries;

 

 

·

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 

 

·

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

 

 

·

our potential ability to obtain additional financing to complete our initial business combination;

 

 

·

our pool of prospective target businesses in the financial services industry or adjacent industries;

 

 

·

the ability of our officers and directors to generate a number of potential acquisition opportunities;

 

 

·

the changes in the marketplace for directors’ and officers’ liability insurance impacting the ease and expense for our negotiation and completion of an initial business combination;

 

 

·

our public securities’ potential liquidity and trading;

 

 

·

the lack of a market for our securities;

 

 

·

our ability to consummate an initial business combination due to changes in laws or regulations, including changes imposing additional requirements on business combination transactions involving SPACs and private operating companies and the application of the 1% U.S. federal excise tax under the IR Act (as defined herein);

 

 

·

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 

 

·

the impact of the material weakness in our internal control over financial reporting and our ability to remediate the material weakness in a timely manner, or at all;

 

 

·

the trust account not being subject to claims of third parties; or our financial performance.

 

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Section 1.A Risk Factors of this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 
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PART I

 

Item 1A. RISK FACTORS

 

Our rights and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

 

Our initial shareholders currently hold 3,648,333 Class B ordinary shares and 245,000 private placement units. The founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association. Each unit is comprised of one Class A ordinary share and one-seventh (1/7) of one right (which is convertible into one Class A ordinary share at the closing of a business combination). In addition, if our Sponsor, any of its affiliates or certain of our directors and officers make any working capital loans, the parties currently contemplate that up to $1,500,000 of such loans may be converted into units of the Company upon the consummation of our initial business combination at a price of $10.00 per unit. Prior to the closing of our IPO, the parties had contemplated that such working capital loans would be convertible into Class A ordinary shares at a price of $10.00 per share. Following the closing of our IPO, further negotiations among the parties resulted in the revised terms described above. As of the date of this Amendment, no working capital loans have been made or entered into, and the terms of any such loans are not final or binding and remain subject to further negotiation and definitive loan documentation. There can be no assurance that any such loan will be entered into on the terms described herein or at all. To the extent we issue Class A ordinary shares to effectuate an initial business combination, the potential issuance of a substantial number of additional Class A ordinary shares upon conversion of these rights or upon conversion of these working capital loans into units and the conversion of the securities underlying such units could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the initial business combination. Therefore, our rights and founder shares, together with any securities issued upon conversion of such working capital loans, may make it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

 

The private placement units are identical to the units sold in the Initial Public Offering except that, so long as they are held by our Sponsor or its permitted transferees, (i) the ordinary shares underlying the units will not be redeemable by us, and (ii) the private placement units and the securities underlying such units (including the Class A ordinary shares issuable upon conversion of the private placement rights) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until the completion of our initial business combination.

 

 
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PART III 

 

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

On September 9, 2024, the Sponsor paid $25,000, or approximately $0.0043 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 5,750,000 founder shares. Prior to this initial investment in us by the Sponsor, we had no assets, tangible or intangible. Subsequently, on March 18, 2025, our Sponsor surrendered for no consideration and we canceled 1,916,667 of such Class B ordinary shares, resulting in 3,833,333 Class B ordinary shares remaining outstanding.

 

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, either of our Sponsor, any of its affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity, Capital Resources and Going Concern.”

 

On September 18, 2024, our Sponsor agreed to loan us up to an aggregate principal amount of $200,000 pursuant to an unsecured promissory note, which was further amended on September 17, 2025 (the “Promissory Note 1”). The Promissory Note 1 is non-interest bearing and is payable on the earlier of: (i) September 17, 2026, (ii) the consummation of the Proposed Public Offering, or (iii) the date on which we determine not to proceed with the Proposed Public Offering. The proceeds from the Promissory Note will be used, in part, for transaction costs incurred in connection with the Proposed Public Offering. As of December 31, 2025, there was no amount outstanding under the Promissory Note 1

 

On September 18, 2024, we entered into an Administrative Services Agreement with our Sponsor (the “Administrative Services Agreement”), pursuant to which we agreed to pay our Sponsor a total of $10,000 per month for office space and administrative and support services. The Administrative Services Agreement will commence on the effective date of this registration statement and continue until the earlier of the consummation of our initial Business Combination or our liquidation.

 

On June 13, 2025, our Sponsor agreed to loan us up to an aggregate principal amount of $100,000 pursuant to an unsecured promissory note, which was further amended on September 17, 2025 (the “Promissory Note 2”). The Promissory Note 2 is non-interest bearing and is payable on the earlier of: (i) September 17, 2026, (ii) the consummation of the Proposed Public Offering, or (iii) the date on which we determine not to proceed with the Proposed Public Offering. The proceeds from the Promissory Note will be used, in part, for transaction costs incurred in connection with the Proposed Public Offering. As of December 31, 2025, $94,360 was outstanding under the Promissory Note 2.

 

Our Sponsor has paid certain formation and operating costs on our behalf. Additionally, we have received certain funds from our Sponsor. These advances are due on demand, non-interest bearing and unsecured. As of December 31, 2025, no amount was due to our Sponsor for these advances.

 

Simultaneously with the closing of the IPO, the Company’s Sponsor and CCM purchased an aggregate of 245,000 Private Units and 115,000 Private Units, respectively, at a price of $10.00 per Private Unit for an aggregate purchase price of $3,600,000. Each Private Unit consists of one ordinary share (“Private Share”) and one-seventh (1/7) of one right (“Private Right”). Each Private Right will convert into one ordinary share upon the consummation of a Business Combination. The proceeds from the Private Units were added to the proceeds from the IPO which were deposited in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. Private Units and all underlying securities will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.

 

As more fully discussed in “Directors, Executive Officers and Corporate Governance - Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 

Members of our management team and our board of directors will directly or indirectly own founder shares and/or private placement units following this offering, as set forth in “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters,” and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 

 
5

 

 

Our Sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, directors, officers or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor, its affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be converted into units of the Company upon the consummation of our initial business combination at a price of $10.00 per unit. Prior to the closing of our IPO, the parties had contemplated that such working capital loans would instead be convertible into Class A ordinary shares at a price of $10.00 per share. Following the closing of our IPO, further negotiations among the parties resulted in the revised terms described above. As of the date of this Amendment, no working capital loans have been made or entered into, and the terms of any such loans are not final or binding and remain subject to further negotiation and definitive loan documentation and there can be no assurance that any such loan will be entered into on the terms described herein or at all. We do not expect to seek loans from parties other than our Sponsor, its affiliates or certain of our directors and officers, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

 

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials, as applicable, furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

 

The holders of the (i) founder shares, (ii) private placement units, and Class A ordinary shares underlying the private placement units, and (iii) any Class A ordinary shares underlying the units that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement dated October 6, 2025 requiring us to register our securities held by them for resale (in the case of the founder shares, only after conversion to our Class A ordinary shares). The registration rights are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Registration Rights.”

 

Related Party Policy

 

We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

 

We have adopted our Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

 

In addition, our audit committee, pursuant to a written charter that we have adopted, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, directors or officers, or our or any of their respective affiliates.

 

These 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.

 

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, directors or officers unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that our initial business combination is fair to our shareholders from a financial point of view. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors.

 

 
6

 

 

Furthermore, there will be no finder’s fees, reimbursements or cash payments made by us to our Sponsor, directors or officers, or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account (other than any permitted withdrawals) prior to the completion of our initial business combination:

 

·

reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

 

 

·

repayment of loans which may be made by our Sponsor, its affiliates or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be converted into units of the Company upon the consummation of our initial business combination at a price of $10.00 per unit. Prior to the closing of our IPO, the parties had contemplated that such working capital loans would instead be convertible into Class A ordinary shares at a price of $10.00 per share. Following the closing of our IPO, further negotiations among the parties resulted in the revised terms described above. As of the date of this Amendment, no working capital loans have been made or entered into, and the terms of any such loans are not final or binding and remain subject to further negotiation and definitive loan documentation and there can be no assurance that any such loan will be entered into on the terms described herein or at all.

 

These payments may be funded using the net proceeds of this offering and the sale of the private placement units not held in the trust account (other than any permitted withdrawals) or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.

 

 
7

 

 

PART IV

 

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Item 15(a). The following documents are filed as part of this Annual Report:

 

(1) See “Index to Financial Statements and Financial Statement Schedules” and (2) Item 8 to this Annual Report.

 

(2) Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.

 

(3) The following is a list of exhibits filed as part of this Annual Report.

 

Exhibit Number

 

Exhibit Description

 

Incorporated by Reference herein from Form or Schedule

 

Filing Date

 

SEC File/Reg. Number

 

 

 

 

 

 

 

 

 

31.1*

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

 

31.2*

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

 

32.1*

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 

 

 

 

 

 

 

 

 

 

32.2*

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 

 

 

 

 

 

* Filed herewith.

 

Item 16. FORM 10-K SUMMARY

 

None.

 

 
8

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Lake Superior Acquisition Corp.

 

 

 

 

 

Date:

By:

/s/ Edward Cong Wang

 

 

Name:

Edward Cong Wang

 

 

Title:

Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Edward Cong Wang

 

Chief Executive Officer

 

November 3, 2026

Edward Cong Wang

 

(Principal Executive Officer) and Chairman

 

 

 

 

 

 

 

/s/ Ziqi Zhao

 

Chief Financial Officer

 

November 3, 2026

Ziqi Zhao

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/ Manuel C. Menendez III

 

Director

 

November 3, 2026

Manuel C. Menendez III

 

 

 

 

 

 

 

 

 

/s/ Raymond J. Gibbs

 

Director

 

November 3, 2026

Raymond J. Gibbs

 

 

 

 

 

 

 

 

 

/s/ Stephen Yas

 

Director

 

November 3, 2026

Stephen Yas

 

 

 

 

 

 
9

 

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