Shreya Acquisition Group

Shreya Acquisition Group is a blank check company incorporated in the Cayman Islands on June 25, 2025 ¹, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company has not commenced any operations and will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest, generating non-operating income in the form of interest income earned on cash held in the Trust Account. The Company's sponsor, Thews (Mauritius) Limited, is a private limited liability company incorporated in Mauritius ², and Mind Growth Matrix Private Limited, an entity formed under Indian law, holds all of the shareholding interests in the Sponsor and is the sole managing member of the Sponsor. Anuj Goyal owns 99.9% of the security interests of Mind Growth Matrix Private Limited ³ and thereby controls the Sponsor.

The Company intends to focus its efforts on identifying high-quality businesses in the health and wellness, hospitality, media and entertainment, shipping, infrastructure, and waterways tourism sectors globally. The Company believes it is well positioned to identify, evaluate, and execute a successful business combination within the identified sector which includes amongst others hospitality, healthcare and wellness, and media and entertainment industries. The Company's competitive strengths include deep sector expertise across target industries, a proven track record in value creation, extensive industry and investment networks, consumer and digital insight orientation, strategic flexibility across high-growth sectors, a disciplined transaction approach, and alignment with shareholder interests. The Company's management team and board of directors bring extensive experience across hospitality, healthcare and wellness, and media & entertainment. The Company has cultivated strong relationships with founders, executives, private equity and venture capital firms, and strategic investors across its focus industries. The Company's sponsor and management team are strongly aligned with shareholders through meaningful equity ownership.

The Company generates non-operating income in the form of interest income earned on cash held in the Trust Account. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic region. The Company currently anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however, structure its initial business combination where it merges directly with the target business or where it acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but it will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company's acquisition strategy and investment criteria include a focus on health and wellness, where the pandemic highlighted the fragility of healthcare systems but also spurred innovation and demand for better infrastructure, mental health support, and equitable care. In hospitality, the aftermath of the pandemic left behind distressed assets with long-term potential, and the Company will target companies planning to acquire and reposition these properties, targeting themes like luxury, wellness, and eco-tourism. In media and entertainment, the rise of digital platforms has fragmented the market, leaving many regional and mid-sized players behind, and Shreya sees high potential in acquiring undervalued content libraries, underutilized IP, and regional production companies. In shipping, the sector presents an opportunity to invest in small and mid-sized operators facing debt, outdated fleets, and regulatory pressures. In infrastructure, aging assets in transport, energy, and digital networks create a pressing need for modernization, especially in the face of climate change and urbanization. In waterways tourism, the Company will aim to build a premium, vertically integrated platform of river cruises, eco-lodges, and cultural experiences through consolidation.

The Company has identified general criteria and guidelines for evaluating prospective target businesses, including strong market position and brand equity, attractive industry dynamics, scalable business model with growth potential, technology integration and innovation readiness, experienced and visionary management team, compelling financial profile, public company readiness, and opportunity for value creation. The Company intends to seek companies with a defensible competitive position, well-recognized brand, and a loyal customer base. The Company will target companies operating in sectors that benefit from favorable macroeconomic trends, including the growth of wellness-focused consumer behavior, the resurgence of global travel and lifestyle experiences, and the digitalization of content consumption and delivery. The Company is focused on identifying businesses with a scalable platform and a clear path to sustainable growth, whether through geographic expansion, new revenue streams, product innovation, or digital transformation. The Company favors businesses that effectively leverage technology to enhance customer engagement, improve operational efficiency, and unlock new revenue opportunities. The Company places a high value on strong leadership and expects to target companies with stable historical financial performance and clear potential for long-term profitability.

On May 8, 2026, the Company consummated its IPO, which consisted of 11,000,000 units ⁴, including 1,000,000 units ⁵ pursuant to the partial exercise of the over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value, one redeemable warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share ⁶, and one right to receive one-fourth (¼th) of one Class A ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit ⁷, generating gross proceeds of $110,000,000 ⁸. Simultaneously with the closing of the IPO, the Company consummated a private placement of an aggregate of 191,750 units ⁹ to the Sponsor, at a price of $10.00 per Private Unit ¹⁰, generating total proceeds of $1,917,500 ¹¹. Upon the closing of the Initial Public Offering, an amount of $110,000,000 ¹² or $10.00 per Unit ¹³, including the proceeds from the sale of the Private Placement Units, were placed in a trust account. As of June 30, 2026, the balance held in the Trust Account was $110,546,713 ¹⁴, including interest and dividends of $546,613 ¹⁵ earned through that date.

For the year ended June 30, 2026, the Company reported net income of $372,145 ¹⁶, compared with a net loss of $6,665 ¹⁷ for the period from June 25, 2025 (inception) through June 30, 2025. General and administrative costs were $214,968 ¹⁸ for the year ended June 30, 2026, compared with $6,665 ¹⁹ for the period from June 25, 2025 (inception) through June 30, 2025. Interest income earned on cash held in the Trust Account was $546,613 ²⁰ for the year ended June 30, 2026. The Company also recognized a gain of $40,500 ²¹ upon expiration of the remaining Over-Allotment Option on June 22, 2026. As of June 30, 2026, the Company had $840,520 ²² in its operating bank account. For liquidity-assessment purposes, management calculated available working capital of $760,773 ²³, consisting of operating current assets of $931,278 ²⁴ less operating current liabilities of $170,505 ²⁵.

The Company has 12 months from the closing of the IPO to consummate its initial business combination. If the Company anticipates that it may be unable to consummate its initial business combination within such period, it may seek shareholder approval to amend its post-offering amended and restated memorandum and articles of association to extend the date by which it must consummate its initial business combination. There is no limit on the number or length of extensions that the Company may seek; however, the Company does not expect to extend the time period to consummate its initial business combination beyond 36 months from the closing of the IPO. If the Company is unable to complete its initial business combination within the 12-month period or such period that may be extended, it will distribute the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), pro rata to its public shareholders, by way of the redemption of their shares and thereafter cease all operations except for the purposes of winding up of its affairs.

The Company intends to focus its efforts on identifying high-quality businesses in the health and wellness, hospitality, media and entertainment, shipping, infrastructure, and waterways tourism sectors globally. In health and wellness, the Company believes there is an opportunity to strengthen healthcare delivery by funding the modernization of hospitals and clinics, expanding ICU and emergency care capacity, supporting telehealth adoption, and enhancing digital infrastructure in underserved areas. The Company also believes there are opportunities to invest in companies focused on reducing disparities in healthcare access through mobile clinics, culturally competent care, and translation tools. In hospitality, the Company will target companies planning to acquire and reposition distressed properties, targeting themes like luxury, wellness, and eco-tourism, while driving value through digital transformation, cost-efficient operations, rebranding, and franchise expansion. In media and entertainment, Shreya sees high potential in acquiring undervalued content libraries, underutilized IP, and regional production companies, and transforming them through platform integration, AI-driven content strategies, and monetization across OTT, licensing, and syndication.

In shipping, the Company will focus on companies that will benefit from an injection of capital for fleet upgrades (e.g., dual-fuel or ESG-compliant retrofits), predictive maintenance systems, and AI-based route planning, while also pursuing consolidation strategies to enhance scale and profitability. In infrastructure, the Company will target undervalued or mismanaged infrastructure assets and improve their performance through technology adoption, lean management, and public-private partnerships—particularly in clean energy, broadband, and smart city projects. In waterways tourism, the Company will aim to build a premium, vertically integrated platform of river cruises, eco-lodges, and cultural experiences through consolidation. With consumer preferences shifting toward open-air, nature-based travel, this sector offers significant growth potential. The Company's main ambition is to create value-added for its shareholders through its experience to shift the operating efficiency of the business while implementing revenue-driven and/or profit-engagement strategies and gain the profits through acquisitions.

The Company expects total cash requirements of approximately $695,000 ²⁶ through the end of the Completion Window. Out of the funds available outside the Trust Account, the Company anticipates that it will incur approximately $250,000 ²⁷ of expenses for legal, accounting, due diligence, traveling and others related to any Business Combination; $150,000 ²⁸ of expenses for legal and accounting related to regulatory reporting obligations; $85,000 ²⁹ of NYSE continued listing fees; $50,000 to 60,000 ³⁰ to sponsor for administrative fee; and $150,000 ³¹ for other miscellaneous expenses. Based on these balances and the anticipated level of expenditures, management believes the Company has sufficient liquidity to fund its operating activities, pursuit of a Business Combination and regulatory reporting obligations through the end of the Completion Window. However, actual costs incurred in connection with identifying and consummating a Business Combination may differ from management's estimates and could require the Company to obtain additional financing.

The Company may need to obtain additional financing to complete its initial business combination, either because the transaction requires more cash than is available from the proceeds held in its trust account or because it becomes obligated to redeem a significant number of its public shares upon completion of the business combination, in which case it may issue additional securities or incur debt in connection with such business combination. If the Company raises additional funds through equity or convertible debt issuances, its public shareholders may suffer significant dilution and these securities could have rights that rank senior to its public shares. If the Company raises additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to its equity securities and could contain covenants that restrict its operations. In addition, the Company intends to target businesses with enterprise values that are greater than it could acquire with the net proceeds of the IPO and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, the Company may be required to seek additional financing to complete such proposed initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain officers and directors may, but are not obligated to, loan the Company funds as may be required, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Up to $1,500,000 ³² of such Working Capital Loans may be convertible into units at a price of $10.00 per unit ³³ at the option of the lender at the time of the Business Combination. The units would be identical to the Private Placement Units and include a right to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the initial Business Combination. If the Company does not complete an initial Business Combination, the Working Capital Loans would be repaid out of funds not held in the Trust Account, and only to the extent available. As of June 30, 2026 and June 30, 2025, no Working Capital Loans were outstanding.

The Company has agreed to pay to its sponsor $5,000 per month ³⁴ for office space, utilities, secretarial and administrative support services provided to members of its management team through the earlier of the consummation of its initial business combination and its liquidation. In addition, the Company's sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company's behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses, and there will be no review of the reasonableness of the expenses by anyone other than the Company's board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. After the completion of the Company's initial business combination, directors or members of its management team who remain with it may be paid consulting, management or other fees from the combined company.

The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then or one year from the date of issuance of these financial statements, whichever is earlier. However, there can be no assurance that the Company will be able to consummate a Business Combination within the Completion Window or that liquidity will be sufficient to fund operations. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's ability to continue as a going concern is subject to substantial doubt if it does not complete a Business Combination. As of June 30, 2026, the Company had $840,520 in its operating bank account and available working capital of $760,773 , consisting of operating current assets of $931,278 less operating current liabilities of $170,505 . The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination, which will be incurred prior to generating any operating revenues. If the Company is unable to complete its initial Business Combination within 12 months from the closing of the IPO, or such later date as may be approved pursuant to an extension, it will cease all operations except for the purpose of winding up and, subject to applicable law, redeem the Public Shares and liquidate and dissolve. The Company may need to obtain additional financing to complete its initial business combination, either because the transaction requires more cash than is available from the proceeds held in its trust account or because it becomes obligated to redeem a significant number of its public shares upon completion of the business combination, in which case it may issue additional securities or incur debt in connection with such business combination. If the Company raises additional funds through equity or convertible debt issuances, its public shareholders may suffer significant dilution and these securities could have rights that rank senior to its public shares. If the Company raises additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to its equity securities and could contain covenants that restrict its operations. The Company's officers and directors may have conflicts of interest in determining whether a particular target business is an appropriate business with which to effectuate its initial business combination, as certain members of its management team may receive compensation upon consummation of its initial business combination, and such compensation will not be received unless the Company consummates such business combination. The Company's sponsor has invested in it an aggregate of $1,942,500 ³⁵ comprised of the $25,000 ³⁶ purchase price for the initial shares (or approximately $0.005 per share ³⁷) and the $1,917,500 purchase price for the private placement units (or $10.00 per unit ).

Management's message to shareholders emphasizes the Company's formation as a blank check company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company has not commenced any operations and will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Management has determined that mandatory liquidation, should the Company not complete a Business Combination and an extension of the deadline to do so not be approved by the shareholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company's ability to continue as a going concern if it does not complete a Business Combination. Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then or one year from the date of issuance of these financial statements, whichever is earlier. The Company's strategic priorities for the period ahead include identifying and evaluating a potential Business Combination, with a focus on high-quality businesses in the health and wellness, hospitality, media and entertainment, shipping, infrastructure, and waterways tourism sectors globally. Management has identified general criteria and guidelines for evaluating prospective target businesses, including strong market position and brand equity, attractive industry dynamics, scalable business model with growth potential, technology integration and innovation readiness, experienced and visionary management team, compelling financial profile, public company readiness, and opportunity for value creation. The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic region.