{"url_path":"/sec/speg/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2028735/0001213900-26-057764-index.html","accession_number":"0001213900-26-057764","cik":"0002028735","ticker":"SPEG","issuer_name":"Silver Pegasus Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2028735/0001213900-26-057764-index.html","primary_entity_key":"0002028735","primary_entity_name":"Silver Pegasus Acquisition Corp."},"word_count":426,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.**\n\n \n\nOn July 16, 2025, we consummated the Initial Public\nOffering of 11,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000\nUnits, at $10.00 per Unit, generating gross proceeds of $115,000,000, which is discussed in Note 3. Roth Capital Partners LLC acted as\nsole book-running manager of the offering. The securities in the offering were registered under the Securities Act on registration statement\non Form S-1 (No. 333-284395). The Securities and Exchange Commission declared the registration statements effective on July 15, 2025.\n\n \n\nSimultaneously with the closing of the Initial\nPublic Offering, we consummated the sale of 3,250,000 Private Placement Warrants, comprising of two classes of warrants, consisting of\nClass B.1 warrants and Class B.2 warrants, at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor, and\nthe representatives of the underwriters of the Initial Public Offering, generating gross proceeds of $3,250,000. Each Private Placement\nWarrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Of those\n3,250,000 Private Placement Warrants, the Sponsor purchased 1,000,000 Class B.1 warrants and 1,000,000 Class B.2 warrants and Roth\npurchased 1,250,000 Class B.1 warrants. The foregoing issuance was made pursuant to the exemption from registration contained in Section\n4(a)(2) of the Securities Act.\n\n \n\nThe Private Placement Warrants are identical to\nthe warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable,\nassignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.\n\n \n\nOn July 16, 2025, the underwriters exercised their\nover-allotment option in full, resulting in the sale of an additional 11,500,000 Units for gross proceeds of $115,500,000. In connection\nwith the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 3,250,000\nPrivate Placement Warrants at $1.00 per Private Placement Warrant, generating total proceeds of $3,250,000. A total of $118,750,000 was\ndeposited into the Trust Account.\n\n \n\nOf the gross proceeds received from the Initial\nPublic Offering, the exercise of the over-allotment option and the Private Placement Warrant, an aggregate of $115,000,000 was placed\nin the Trust Account.\n\n \n\nWe paid a total of $6,025,000 in underwriting\nfees and $446,835 for other costs and expenses related to the Initial Public Offering.\n\n \n\nFor a description of the use of the proceeds generated\nin our Initial Public Offering, see Part I, Item 2 of this Form 10-Q."}