Exhibit 99.1
SAMOS ENERGY ACQUISITION CORPORATION
Index
to Financial Statement
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Page |
| Report of Independent Registered Public Accounting Firm — (PCAOB ID: 199) |
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F-2 |
| Balance Sheet as of July 13, 2026 |
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F-3 |
| Notes to Financial Statement |
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F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and Board of Directors of
Samos Energy Acquisition Corporation
Opinion on the Financial Statement
We have audited the accompanying
balance sheet of Samos Energy Acquisition Corporation (the “Company”) as of July 13, 2026, and the related notes (collectively
referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects,
the financial position of the Company as of July 13, 2026, in conformity with accounting principles generally accepted in the United States
of America.
Basis for Opinion
This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing
procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our
opinion.
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Company’s auditor since 2026
Philadelphia, Pennsylvania
July 20, 2026
SAMOS ENERGY ACQUISITION CORPORATION
BALANCE SHEET
JULY 13, 2026
| Assets | |
|
| Current assets | |
|
| Cash | |
$ | 7 | |
| Due from Sponsor | |
| 1,910,000 | |
| Total current assets | |
| 1,910,007 | |
| Cash held in Trust Account | |
| 230,000,000 | |
| Total Assets | |
$ | 231,910,007 | |
| | |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
| | |
| Liabilities | |
| | |
| Current liabilities | |
| | |
| Accrued offering costs | |
$ | 236,456 | |
| Accrued expenses | |
| 30,108 | |
| Promissory note – related party | |
| 156,280 | |
| Total current liabilities | |
| 422,844 | |
| Deferred legal fees | |
| 825,000 | |
| Deferred underwriting fees | |
| 9,800,000 | |
| Total Liabilities | |
| 11,047,844 | |
| | |
| | |
| Commitments and Contingencies (Note 5) | |
| | |
| | |
| | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.00 per share | |
| 230,000,000 | |
| | |
| | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | |
| — | |
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 23,000,000 shares subject to possible redemption) | |
| — | |
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding | |
| 575 | |
| Additional paid-in capital | |
| — | |
| Accumulated deficit | |
| (9,138,412 | ) |
| Total Shareholders’ Deficit | |
| (9,137,837 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 231,910,007 | |
The accompanying notes are an integral part of
the financial statement
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 1 — Description of Organization and Business
Operations
Organization and General
Samos Energy Acquisition Corporation (the “Company”)
was incorporated as a Cayman Islands exempted company on January 27, 2026. The Company was incorporated for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses that the Company has not yet identified (the “Initial Business Combination”). The Company intends to search
for a target business with significant international energy assets that are operational and cash generative, which may provide opportunities
for attractive risk-adjusted returns and benefits from increased demand in energy. The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act”, as modified
by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
As of July 13, 2026, the Company had not yet commenced
operations. All activity for the period from January 27, 2026 (inception) through July 13, 2026 relates to the Company’s formation
and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating
revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income
in the form of interest and/or dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31
as its fiscal year end.
Initial Public Offering and Private Placement
The registration statement for the Company’s
Initial Public Offering was declared effective on July 10, 2026. On July 13, 2026, the Company consummated the initial public offering
(the “Initial Public Offering”) of 23,000,000 units (the “Units,” and, with respect to the Class A ordinary shares
included in the Units being offered, the “Public Shares”), including 3,000,000 Units issued as a result of the full exercise
by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed
in Note 3. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public Warrant”).
Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Each Public Warrant will become exercisable 30 days after the completion of the Initial Business Combination and will expire five years
after the completion of the Initial Business Combination, or earlier upon redemption or liquidation.
The Company’s sponsor is Samos
Energy Acquisition Sponsor, LP (the “Sponsor”). Simultaneously with the closing of the Initial Public Offering, the
Company consummated the sale of an aggregate of 6,000,000 private placement warrants (the “Private Placement Warrants”) to
the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering (“Cantor”),
at a price of $1.00 per Private Placement Warrant, or $6,000,000 in the aggregate, in a private placement. Of those 6,000,000 Private
Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.
Total transaction costs incurred amounted to $18,075,702, consisting of $4,000,000 of cash underwriting fees, $9,800,000 of deferred underwriting
fees, $1,283,702 of other offering costs, and $2,992,000 aggregate fair value of the 1,600,000 Founder Shares (as defined in Note 4) issued
to non-managing sponsor investors at $1.87 per share.
The Trust Account
Following the closing of the Initial Public Offering,
on July 13, 2026, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants
was placed in the U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting
as trustee. The funds may only be invested in U.S. government treasury bills
with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7
under the Investment Company Act of 1940 and that invest only in direct U.S. government obligations or in an interest or
non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $100 billion or
more selected by the trustee that is reasonably satisfactory to the Company. Funds will remain in the Trust Account until the earlier
of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described
below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 1 — Description of Organization
and Business Operations (cont.)
The Company’s amended and restated memorandum
and articles of association will provide that, other than the withdrawal of interest earned on the Trust Account to pay taxes, if any,
none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination;
(ii) the redemption of any Class A ordinary shares, $0.0001 par value, of the Company, that have been properly submitted in
connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association
(A) in a manner that would affect the substance or timing of its obligation to redeem 100% of the Public Shares if it does not complete
an Initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any
other provision relating to the rights of holders of the Public Shares or pre-Initial Business Combination activity; and (iii) the
redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from
the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become
subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public
shareholders.
Initial Business Combination
The Initial Business Combination must occur with
one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account
(excluding the deferred underwriting commissions) at the time of the agreement to enter into the Initial Business Combination. Furthermore,
there is no assurance that the Company will be able to successfully effect an Initial Business Combination.
The Company, after signing a definitive agreement
for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called
for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against
the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account
as of two business days prior to the consummation of the Initial Business Combination, including interest, or (ii) provide shareholders
with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder
vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business
days prior to the consummation of the Initial Business Combination, including interest. The decision as to whether the Company will seek
shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will
be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and
whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law
or under the NYSE rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if it obtains
the approval of an ordinary resolution for such Initial Business Combination under Cayman Islands law, or such higher approval threshold
as may be required by law. However, in no event will the Company redeem the Public Shares if such redemption would cause the Public Shares
to become a “penny stock” as such term is defined in Rule 3a51-1 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). In such case, the Company would not proceed with the redemption of its Public Shares
and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.
If the Company holds a shareholder vote or there
is a tender offer for Public Shares in connection with an Initial Business Combination, a holder of Public Shares will have the right
to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as
of two business days prior to the consummation of the Initial Business Combination, including interest. As a result, such Public
Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance
with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,
“Distinguishing Liabilities from Equity.”
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 1 — Description of Organization
and Business Operations (cont.)
Pursuant to the Company’s memorandum and articles of association
if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering,
and have not held a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to extend
the amount of time it will have to consummate an Initial Business Combination, the Company will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to
the availability of legally available funds to effect such redemption, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Public Shares, which redemption will completely extinguish the holders’ rights as shareholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board
of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors will not
be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 4)
held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Initial Public
Offering. However, if the Sponsor or any of the Company’s officers or directors acquires Public Shares in or after the Initial Public
Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to
complete the Initial Business Combination within the prescribed time period.
In the event of a liquidation, dissolution or
winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares,
if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the
opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust
Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.
Risks and Uncertainties
The United States and global markets are
experiencing volatility and disruption following the geopolitical instability resulting from the ongoing global conflicts. Although the
length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility
in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies.
Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack
of liquidity in capital markets.
Any of the above mentioned factors, or any other
negative impact on the global economy, capital markets or other geopolitical conditions and subsequent sanctions or related actions, could
adversely affect the Company’s search for an Initial Business Combination and any target business with which the Company may ultimately
consummate an Initial Business Combination.
Liquidity and Capital Resources
In connection with the Company’s assessment of going concern
considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company
does not believe it will need to raise additional funds in order to meet the expenditures required to operate its business. However, if
the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination
are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to
the Initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of
the Private Placement Warrants, the Company has sufficient funds to finance the working capital needs of the Company within one year from
the date of issuance of the financial statements. As of July 13, 2026, the Company had cash of $7, due from Sponsor of $1,910,000 and
working capital of $1,487,163.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statement is presented
in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to
the rules and regulations of the Securities and Exchange Commission (“SEC”).
Emerging Growth Company
As an emerging growth company, the Company may
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $7 and did not have
cash equivalents as of July 13, 2026.
Cash Held in Trust Account
As of July 13, 2026, the Company’s Trust Account held $230,000,000 in an interest-bearing cash account.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally
insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant
risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurement,” approximates
the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 2 — Summary of Significant
Accounting Policies (cont.)
Warrants
The Company accounted for the Public and Private
Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in
FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under
equity treatment at their assigned values. As of July 13, 2026, there were 11,500,000 Public Warrants and 6,000,000 Private Placement
Warrants issued and outstanding.
Use of Estimates
The preparation of financial statements in conformity
with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statement.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering
Offering costs consist of legal, accounting and
other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon completion of the Initial
Public Offering on July 13, 2026, offering costs are allocated to the separable financial instruments issued in the Initial Public Offering
based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants are charged to shareholders’
deficit. Offering costs allocated to the Public Shares are charged against the carrying value of Public Shares subject to possible redemption
upon the completion of the Initial Public Offering.
Income Taxes
The Company follows the guidance for accounting
for income taxes under FASB ASC Topic 740, “Income Taxes.” FASB ASC Topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in
a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing
authorities. There were no unrecognized tax benefits as of July 13, 2026. The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of July 13, 2026.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no
taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are
not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 2 — Summary of Significant
Accounting Policies (cont.)
Class A Ordinary Shares Subject to Possible
Redemption
The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with FASB ASC Topic 480-10-S99,
the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely
within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying
value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of
the Public Shares will result in charges against additional paid-in capital (to the extent available) and then accumulated deficit. Accordingly,
as of July 13, 2026, the 23,000,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary
equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of July 13, 2026, the Class A ordinary
shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 230,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (3,795,000 | ) |
| Public Shares issuance costs | |
| (14,802,722 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 18,597,722 | |
| Class A ordinary shares subject to possible redemption, July 13, 2026 | |
$ | 230,000,000 | |
Recent Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose
specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet
a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state
and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for
annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 at inception.
On July 4, 2025, President Trump signed into law
the One Big Beautiful Bill Act (“OBBA”). FASB ASC Topic 740, requires the effects of changes in tax laws to be recognized
in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the
tax provisions are expected to have a significant impact on the Company’s financial statement.
Management does not believe that any other recently issued, but not
yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering on July
13, 2026, the Company sold 23,000,000 Units, including 3,000,000 Units as a result of the full exercise by the underwriters of their over-allotment
option, at a purchase price of $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Public Share and
one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise
price of $11.50 per share, subject to adjustment (see Note 6). Each Public Warrant will become exercisable 30 days after the
completion of the Initial Business Combination and will expire five years after the completion of the Initial Business Combination,
or earlier upon redemption or liquidation.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 4 — Related Party Transactions
Founder Shares
On
March 4, 2026, the Company issued an aggregate of 5,750,000 Class B ordinary shares, $0.0001 par value, of the Company (the
“Founder Shares”) in exchange for a $25,000 payment (approximately $0.004 per share) from the Sponsor. The Founder Shares
include an aggregate of up to 750,000 shares subject to forfeiture by the holders thereof depending on the extent that the over-allotment
option is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and
outstanding shares after the Initial Public Offering. If the Company increases or decreases the size of the Initial Public Offering, the
Company will effect a share dividend or share surrender, as applicable, immediately prior to the consummation of the Initial Public Offering
in such amount as to maintain the Founder Share ownership of the Company’s shares prior to the Initial Public Offering at 20% of
the Company’s issued and outstanding ordinary shares upon the consummation of the Initial Public Offering. On July 13, 2026,
the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000
Founder Shares are no longer subject to forfeiture.
Subject to each non-managing sponsor investor purchasing, through an investment in the Sponsor, the Private Placement Warrants allocated
to it in connection with the closing of the Initial Public Offering, the Sponsor issued, to the non-managing sponsor investors, limited
partner interests entitling such investors to the economics of an aggregate of 1,600,000 of the Founder Shares held by the Sponsor and
purchased by the Sponsor at a nominal purchase price of $0.004 per share, representing 27.8% of the Founder Shares held by the Sponsor,
and 2,000,000 of the 4,000,000 Private Placement Warrants purchased by the Sponsor, such warrants representing in the aggregate, 50.0%
of the Private Placement Warrants held by the Sponsor. No new Founder Shares were issued to the Sponsor. Because this issuance is treated
by the Company as a transfer by the Sponsor to such non-managing members of a portion of the Founder Shares, the Company has analyzed
such transfer whether it is in the scope of SEC’s Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering,”
which indicates that “Specific incremental costs directly attributable to a proposed or actual offering of securities may properly
be deferred and charged against the gross proceeds of the offering”. This issuance to the non-managing members of the Sponsor for
interests in the Sponsor represents an indirect interest up to 1,600,000 of the 5,750,000 Founder Shares as of July 13, 2026. The total
fair value of the 1,600,000 Founder Shares on July 13, 2026, was $2,992,000 or $1.870 per share. The Company established the initial fair
value of the Founder Shares on July 13, 2026, using a Monte Carlo Simulation Model, and classified as Level 3 at the measurement date
due to the use of unobservable inputs including the probability of an Initial Business Combination, the probability of the Initial Public
Offering, and other variables. The primary assumptions used in the valuation of Founder Shares were (i) implied share price of $9.84,
(ii) expected term to an Initial Business Combination of 2 years, (iii) the risk-free rate of 4.43%, (iv) selected volatility of 22.5%,
and (v) probability of an Initial Business Combination and market adjustment of 19.0%. The fair value of Founder Shares issued to non-managing
members, or $2,992,000 was recorded as an offering cost and was allocated solely to permanent equity and was charged to additional paid-in
capital (to the extent available) and then accumulated deficit.
The Founder Shares are identical to the Public
Shares included in the Units being sold in the Initial Public Offering except that the Founder Shares automatically convert into
Public Shares at the time of the Initial Business Combination (with such conversion taking place immediately prior to, simultaneously
with, or immediately following the time of the Initial Business Combination, as may be determined by the directors of the Company) or
earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below. The Sponsor will
not be entitled to redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion
of the Initial Business Combination. If the Initial Business Combination is not completed within 24 months from the closing of the
Initial Public Offering, the Sponsor will not be entitled to rights to liquidating distributions from the Trust Account with respect to
any Founder Shares held by them.
The initial shareholders have agreed not to transfer,
assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business
Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Company’s Public
Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in
the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 4 — Related Party Transactions
(cont.)
Private Placement Warrants
Simultaneously with the closing of the Initial
Public Offering, the Sponsor and Cantor pursuant to written agreements, purchased in a private placement an aggregate of 6,000,000 Private
Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a purchase price of $1.00 per
Private Placement Warrant, generating gross proceeds of $6,000,000. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased
4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants. Each whole Private Placement Warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are
held by the Sponsor or Cantor or their permitted transferees, the Private Placement Warrants (i) are not redeemable by the Company, (ii)
may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited
exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Initial Business Combination, (iii)
may be exercised by the holders on cashless basis, (iv) are entitled to registration rights, and (v) with respect to Private Placement
Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial
Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).
Promissory Note — Related Party
On March 4, 2026, the Company and the Sponsor entered into a loan agreement,
whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant
to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of (i) 180 days or (ii) the
consummation of the Initial Public Offering. As of July 13, 2026, the Company borrowed a total of $156,280 under the Note, which became due and payable upon the closing of the Initial Public Offering. On July 17, 2026, the Company settled the outstanding borrowings in full under the Note. Borrowings under the Note are no longer
available as of the closing of the Initial Public Offering.
Due from Sponsor
As of July 13, 2026, the Sponsor owes the Company an aggregate amount
of $1,910,000, representing the net proceeds from the Private Placement Warrants purchased by the Sponsor to be wired to the Company’s
bank account after the Sponsor transferred $2,090,000 to the Trust Account. On July 17, 2026, the Sponsor settled the outstanding $1,910,000
due from Sponsor as of July 13, 2026, and paid a total of $1,753,720 to the Company after the Company settled the $156,280 outstanding borrowings
under the Note.
Administrative Support Agreement
The
Company entered into an agreement with the Sponsor commencing on July 10, 2026, the date on which the Company’s securities are first
listed on the New York Stock Exchange (“NYSE”), through the earlier of the Company’s consummation of Initial Business
Combination or its liquidation, to reimburse the Sponsor or an affiliate thereof an amount equal to $10,000 per month for office space,
utilities and secretarial and administrative support. As of July 13, 2026, $1,290 has been accrued for these services under accrued
expenses in the Company’s balance sheet.
Working Capital Loans
In addition, in order to finance transaction costs
in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors
may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes
its Initial Business Combination, the Company would repay the Working Capital Loans. In the event that the Initial Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $1,500,000
of such loans may be converted into warrants of the post business combination entity at the price of $1.00 per warrant at the option of
the lender. Such warrants would be identical to the Private Placement Warrants, including the exercise price, exercisability, and the
exercise period. As of July 13, 2026, the Company had no borrowings under the Working Capital Loans.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 5 — Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Private Placement
Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon
the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion
of the Founder Shares) and any Class A ordinary shares held by the initial shareholders at the completion of the Initial Public Offering
or acquired prior to or in connection with the Company’s Initial Business Combination, will be entitled to registration rights (in
the case of the Founder Shares, only after conversion of such shares to Public Shares) pursuant to a registration rights agreement signed
on July 10, 2026, the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to
certain demand and “piggyback” registration rights. Notwithstanding anything to the contrary, the underwriters may only make
a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this
prospectus forms a part. In addition, the underwriters may participate in a “piggy-back” registration only during the seven-year
period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the
expenses incurred in connection with registering these securities.
Underwriting Agreement
The underwriters had a 45-day option from the
date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On July 13, 2026,
simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise their over-allotment option
to purchase an additional 3,000,000 Units at a price of $10.00 per Unit.
The underwriters are entitled to a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Units sold in the Initial
Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option), of which (i) $0.10
per Unit, or $2,000,000 in the aggregate has been paid to the underwriters in cash, and (ii) $0.10 per Unit, or $2,000,000 in the aggregate
has been used by the underwriters to purchase 2,000,000 Private Placement Warrants. Additionally, the underwriters are entitled to deferred
underwriting fees of 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant
to the underwriters’ over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriters’ over-allotment
option, or $9,800,000 in the aggregate payable upon the completion of the Company’s Initial Business Combination subject to the
terms of the underwriting agreement executed on July 10, 2026.
Deferred Legal Fees
As of July 13, 2026, the Company had a total of
$825,000 of deferred legal fees incurred in connection with the Initial Public Offering to be paid to the Company’s legal counsel
upon consummation of an Initial Business Combination. The deferred legal fees is classified as non-current liability in the accompanying
balance sheet.
Note 6 — Shareholders’ Deficit
Preference shares
The Company is authorized to issue a total of
5,000,000 preference shares with a par value of $0.0001 per share with such designations,
voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of
July 13, 2026, there were no preference shares issued or outstanding.
Class A ordinary shares
The Company is authorized to issue a total of
500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of July 13, 2026, there were no Class A ordinary
shares issued or outstanding, excluding the 23,000,000 Class A ordinary shares subject to possible redemption.
Class B ordinary shares
The Company is authorized to issue 50,000,000
Class B ordinary shares with a par value of $0.0001 per share. On March 4,
2026, the Company issued an aggregate of 5,750,000 Class B ordinary shares in exchange for a $25,000 payment (approximately $0.004
per share) from the Sponsor. The Founder Shares include an aggregate of up to 750,000 shares subject to forfeiture by the holders thereof
depending on the extent that the over-allotment option is not exercised in full by the underwriters. On July 13, 2026, the
underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000
Founder Shares are no longer subject to forfeiture. As of July 13, 2026, there were 5,750,000 Class B ordinary shares issued and
outstanding.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 6 — Shareholders’
Deficit (cont.)
Warrants
As of July 13, 2026, there were 11,500,000 Public Warrants and 6,000,000
Private Placement Warrants issued and outstanding. Each whole warrant entitles the holder thereof to purchase one Public Share at a price
of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. The warrants will become exercisable
30 days after the completion of the Initial Business Combination and the Public Warrants will expire five years after the completion
of the Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants will not expire except upon
liquidation. The private placement warrants held by Cantor will not be exercisable after the fifth anniversary of the effective date of
the Company’s initial registration statement, in accordance with FINRA Rule 5110(g)(8). No fractional warrants will be issued upon
separation of the Units and only whole warrants will trade.
The exercise price of each warrant is $11.50 per
share, subject to adjustment as described herein. In addition, if (x) the Company issues additional Public Shares or equity-linked
securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective
issue price of less than $9.20 per Public Share (with such issue price or effective issue price to be determined in good faith by the
Company’s board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder
Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of the Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions),
and (z) the volume weighted average last reported trading price of the Public Shares during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates the Initial Business Combination (such price, the “market
value”) is below the Newly Issued Price, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
115% of the higher of the market value and the Newly Issued Price.
The warrants will become exercisable 30 days
after the completion of the Initial Business Combination; provided that the Company has an effective registration statement under the
Securities Act covering the Public Shares issuable upon exercise of the warrants and a current prospectus relating to them is available
and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence
of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the
warrant agreement).
The Company will register the issuance of Class A
ordinary shares that are issuable upon exercise of the warrants because the warrants will become exercisable 30 days after the completion
of the Initial Business Combination, which may be within one year of the Initial Public Offering. However, the Company has agreed that
as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Initial Business Combination,
the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement
or a new registration statement registering, under the Securities Act, the issuance of the Public Shares issuable upon exercise of the
warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the applicable
warrant agreement. Notwithstanding the above, if the Public Shares are at the time of any exercise of a warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be
required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 6 — Shareholders’
Deficit (cont.)
The Public Warrants will expire at 5:00 p.m.,
New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation.
The Private Placement Warrants will not expire except upon liquidation. The private placement warrants held by Cantor Fitzgerald &
Co. will not be exercisable after the fifth anniversary of the effective date of the Company’s initial registration statement, in
accordance with FINRA Rule 5110(g)(8). On the exercise of any warrant, the warrant exercise price will be paid directly to the Company
and not placed in the Trust Account.
Beginning 120 days after completion of the
Initial Business Combination, the Company may redeem the outstanding Public Warrants for cash:
| ● | In whole and not in part; |
| ● | At a price of $0.01 per warrant; |
| ● | Upon a minimum of 30 days’ prior written notice of
redemption, referred to as the 30-day redemption period; and |
| ● | if, and only if, the last sale price of the Public Shares equals
or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganization, recapitalizations and the like) for
any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company
sends the notice of redemption to the warrant holders. |
The Company will not redeem the Public Warrants
for cash unless a registration statement under the Securities Act covering the Public Shares issuable upon exercise of the Public Warrants
is effective and a current prospectus relating to those Public Shares is available throughout such 30 trading day period and
the 30-day redemption period. If and when the Public Warrants become redeemable by the Company, it 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.
None of the Private Placement Warrants will be
redeemable by the Company. No fractional Public Shares will be issued upon redemption. If, upon redemption, a holder would be entitled
to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Public Shares to
be issued to the holder.
Note 7 — Segment Information
FASB ASC Topic 280, “Segment Reporting,”
establishes standards for companies to report, in their financial statements, information about operating segments, products, services,
geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities
from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated
by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess
performance.
The Company’s CODM has been identified as
the Chief Executive Officer, who reviews the assets, operating results, and financial metrics 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 reporting
segment.
The measure of segment assets is reported on the
balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation,
the CODM reviews several key metrics, which include the following:
| | |
July 13,
2026 | |
| Cash | |
$ | 7 | |
| Due from Sponsor | |
$ | 1,910,000 | |
| Cash held in Trust Account | |
$ | 230,000,000 | |
SAMOS ENERGY ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
JULY 13, 2026
Note 7 — Segment Information
(cont.)
The CODM reviews the position of total assets
as reported in the Company’s balance sheet to assess if the Company has sufficient resources available to discharge its liabilities.
The CODM is provided with details of cash and liquid resources available with the Company. The CODM will review the interest that will
be earned and accrued on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy
of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
Note 8 — Fair Value Measurements
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
|
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| |
|
|
| |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| |
|
|
| |
Level 3: |
Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
The fair value of the Public Warrants issued in the Initial Public
Offering is $3,795,000, or $0.33 per Public Warrant. The Public Warrants issued in the Initial Public Offering have been classified within
additional paid-in capital (to the extent available) and then accumulated deficit of shareholders’ deficit section and will not
require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the
Level 3 valuation of the Public Warrants issued in the Initial Public Offering:
| | |
July 13,
2026 | |
| Implied Class A ordinary share price | |
$ | 9.84 | |
| Exercise price | |
$ | 11.50 | |
| Expected term to Initial Business Combination | |
| 2 years | |
| Warrant term | |
| 7 years | |
| Volatility | |
| 22.50 | % |
| Probability of Initial Business Combination and market adjustment | |
| 19.00 | % |
| Risk-free rate | |
| 4.43 | % |
Note 9 — Subsequent Events
The Company evaluated subsequent events and
transactions that occurred after the balance sheet date through the date the financial statement was issued. Based upon this review,
other than as described below, the Company did not identify any subsequent events that would have required adjustments or disclosure
in the financial statement.
On July 17, 2026, the Company settled the outstanding borrowings in full
under the Note. Borrowings under the Note are no longer available as of the closing of the Initial Public Offering.
On July 17, 2026, the Sponsor settled the outstanding
$1,910,000 due from Sponsor as of July 13, 2026, and paid a total of $1,753,720 to the Company after the Company settled the $156,280 outstanding
borrowings under the Note.
