Form 8-K

8-K — Catalyst Acquisition Corp.

Accession: 0001213900-26-085285

Filed: 2026-08-04

Period: 2026-07-29

CIK: 0002104391

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0300210-8k_catalyst.htm (Primary)

EX-99.1 — AUDITED BALANCE SHEET AS OF JULY 29, 2026 (ea030021001ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-07-29

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 29, 2026

Catalyst Acquisition Corp.

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-43418

30-1472067

(State

or other jurisdiction

incorporation)

(Commission

File Number)

(IRS Employer

Identification

No.)

1007 Ocean Avenue, Suite 501

Santa Monica, CA 90403

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (310) 404-1687

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units, each consisting of one Class A ordinary share and one right

CATLU

The

Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

CATL

The

Nasdaq Stock Market LLC

Rights, each entitling the holder to receive one-seventh (1/7) of one Class A ordinary share at an exercise price of $11.50 per share

CATLR

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☐

Item 8.01.

Other Events.

July 29, 2026, Catalyst Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of

20,000,000 units (the “Units”). The Units were sold at a price of $10.00

per Unit, generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share of the Company,

par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-seventh (1/7) of one Class A Ordinary

Share upon the consummation of the Company’s initial business combination. The Company granted the underwriter (the “Underwriter”)

a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to an additional 3,000,000 Units

at the offering price to cover over-allotments (the “Option Units”), if any.

Simultaneously

with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 270,000

Units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds

to the Company of $2,700,000.

total of $200,000,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $6,000,000 in the

aggregate of the Underwriter’s deferred underwriting commissions) was placed in a U.S.-based trust account maintained by Continental

Stock Transfer & Trust Company, acting as trustee.

audited balance sheet as of July 29, 2026 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued

by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

August 4, 2026, pursuant to the partial exercise of the Over-Allotment Option, the Underwriter purchased an additional 1,150,000 Option

Units. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $11,500,000.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Audited Balance Sheet as of July 29, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

CATALYST ACQUISITION CORP.

By:

/s/

Steven P. Beeks

Name:

Steven

P. Beeks

Title:

Co-Chief Executive Officer

Dated: August 4, 2026

EX-99.1 — AUDITED BALANCE SHEET AS OF JULY 29, 2026

EX-99.1

Filename: ea030021001ex99-1.htm · Sequence: 2

Exhibit 99.1

Catalyst Acquisition Corp.

INDEX TO FINANCIAL STATEMENT

Page

Financial Statement of Catalyst Acquisition Corp.:

Report of Independent Registered Public Accounting Firm

F-2

Balance Sheet as of July 29, 2026

F-3

Notes to Financial Statement

F-4

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

To the Shareholders and the Board of Directors of

Catalyst Acquisition Corp.:

Opinion on the Financial Statement

We have audited the accompanying balance sheet

of Catalyst Acquisition Corp. (the “Company”) as of July 29, 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 29, 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) (the “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/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2026.

New York, New York

August 4, 2026

F-2

Catalyst Acquisition Corp.

BALANCE SHEET

JULY 29, 2026

Assets

Current assets

Cash

$ 1,749,570

Prepaid expenses

90,837

Total current assets

1,840,407

Long-term prepaid insurance

74,805

Cash held in Trust Account

200,000,000

Total Assets

$ 201,915,212

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

Current liabilities

Accrued offering costs

$ 89,800

Accrued expenses

44,100

Advances from related party

7,200

Over-allotment option liability

181,000

Total current liabilities

322,100

Advisory fee payable

6,000,000

Deferred underwriting fee

6,000,000

Total Liabilities

12,322,100

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 20,000,000 shares at redemption value of $10.00 per share

200,000,000

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; 270,000 shares issued and outstanding (excluding 20,000,000 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(1)

575

Additional paid-in capital

—

Accumulated deficit

(10,407,490 )

Total Shareholders’ Deficit

(10,406,888 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

$ 201,915,212

(1)

Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

The accompanying notes are an integral part of

the financial statement.

F-3

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 1 — Organization and Business

Operations

Catalyst Acquisition Corp. (the “Company”)

is a blank check company incorporated as a Cayman Islands exempted company on October 22, 2025. 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 (the “Business Combination”). The Company has not selected any specific Business Combination

target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any

Business Combination target with respect to an initial Business Combination with the Company.

As of July 29, 2026, the Company had not

commenced any operations. All activity for the period from October 22, 2025 (inception) through July 29, 2026 relates to the

Company’s formation and the initial public offering (the “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 income from the proceeds derived from the Initial Public

Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s

Initial Public Offering was declared effective on July 27, 2026. On July 29, 2026, the Company consummated the Initial Public Offering

of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the

“Public Shares”) at $10.00 per Unit, generating gross proceeds of $200,000,000. Each Unit consists of one Public Share and

one right (“Share Right”) to receive one seventh (1/7) of a Class A ordinary share upon the consummation of an initial Business

Combination (“Public Right”).

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 270,000 units (the “Private Placement Units”) at a price of $10.00 per

Private Placement Unit, in a private placement to the Company’s sponsor, Catalyst Sponsor LLC (the “Sponsor”), generating

gross proceeds of $2,700,000. Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”)

and one right to receive one seventh (1/7) of a Class A ordinary share upon the consummation of an initial Business Combination (“Private

Placement Right”).

Transaction costs amounted to $6,778,910, consisting

of $250,000 of cash underwriting fee, $6,000,000 of deferred underwriting fee, and $528,910 of other offering costs.

The Company’s Business Combination must

be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account

(as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any

deferred underwriting discount held in trust) at the time of the signing an agreement to enter into a Business Combination. The board

of directors will make the determination as to the fair market value of the initial Business Combination. If the board of directors is

not able to independently determine the fair market value of the initial Business Combination, the Company will obtain an opinion from

an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction

of such criteria. There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering,

on July 29, 2026, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement

Units was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days

or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in

direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole

purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company

for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the

Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential

status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold

the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned

on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public

Offering and the sale of the Private Placement Units will not be released.

F-4

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 1 — Organization and Business

Operations (cont.)

From the Trust Account until the earliest of (i) the

completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares (as defined

below) if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public

Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”),

subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder

vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing

of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s

public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect

to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial Business Combination

activity. 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.

The Company will provide the Company’s public

shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination

either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder

vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business

Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled

to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated

as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds

held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The

amount in the Trust Account is initially invested at $10.00 per Public Share.

The Public Shares subject to redemption were recorded

at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial

Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.”

The Company will have only the duration of the

Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination

within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay liquidation and dissolution

expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the

public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation

or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors

and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to

their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection

with a shareholder vote to approve an amendment to the company’s amended and restated memorandum and articles of association; (iii) waive

their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if

the company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating

distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business

Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any

founder shares and private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including

in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5

under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business

Combination.

F-5

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 1 — Organization and Business

Operations (cont.)

The Company’s Sponsor has agreed that it

will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,

or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar

agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per

public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability

will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies

held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity

of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations,

nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company

believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would

be able to satisfy those obligations.

Note 2 — 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 (“US GAAP”) and pursuant to the

rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Liquidity

The Company’s liquidity needs up to July

29, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000. On July 29, 2026,

the Company repaid the total outstanding balance of the promissory note amounting to $153,534 (see Note 5). As of July 29, 2026, the Company

had cash of $1,749,570 and working capital of $1,518,307.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the

Company’s officers and directors may, but is not obligated to, loan the Company funds as may be required (the “Working Capital

Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000

of such Working Capital Loans may be converted into units upon consummation of the Business Combination at a price of $10.00 per unit.

The units would be identical to the Private Placement Units. As of July 29, 2026, the Company had no borrowings under the Working Capital

Loans.

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

for operating 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. The Company has the Completion

Window to complete the initial Business Combination. Management has determined that upon the consummation of the Initial Public

Offering and the sale of the Private Placement Units, 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 statement.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012,

(the “JOBS Act”), and it 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, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, 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.

F-6

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 2 — Significant Accounting

Policies (cont.)

Use of Estimates

The preparation of the financial statement in

conformity with US 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 statement, 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.

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 $1,749,570 in cash and no cash

equivalents as of July 29, 2026.

Cash Held in Trust Account

As of July 29, 2026, the assets held in the Trust

Account, amounting to $200,000,000, were held in cash.

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 the Federal

Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant

adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with the requirements of

the FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally

of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and

Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Share

Rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the Public Rights and

then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs

allocated to Public Rights and Private Placement Units were charged to shareholders’ deficit, as the Share Rights, after management’s

evaluation, were accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and

Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature,

except Share Rights and the over-allotment option liability (Note 8).

Income Taxes

The Company accounts for income taxes under ASC

Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income

taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets

and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods

in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

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. The Company’s management determined that the Cayman Islands

is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense. As of July 29, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

F-7

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 2 — Significant Accounting

Policies (cont.)

The Company is considered to be an exempted Cayman

Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the Cayman Islands or the United States.

Derivative Financial Instruments

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC

Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative

instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the

fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is evaluated at the end of each reporting period in accordance with FASB ASC Topic 480,

“Distinguishing Liabilities from Equity”. Derivative liabilities are classified in the balance sheet as current or non-current

based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriter’s over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares

and was accounted for as a liability pursuant to ASC 480 since the underwriter did not exercise their over-allotment option at the closing

of the Initial Public Offering.

Share Rights

The Company accounted for the Public Rights and

Private Placement Rights 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 Share Rights

under equity treatment at their assigned values.

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 ASC 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

redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly,

as of July 29, 2026, 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 29, 2026, the Class A ordinary shares subject

to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 200,000,000

Less:

Proceeds allocated to Public Rights

(2,600,000 )

Proceeds allocated to over-allotment option

(181,000 )

Public Shares issuance costs

(6,677,702 )

Plus:

Remeasurement of carrying value to redemption value

9,458,702

Class A ordinary shares subject to possible redemption, July 29, 2026

$ 200,000,000

Recent Accounting Pronouncements

Management does not believe that any other recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Note 3 — Initial Public Offering

In the Initial Public Offering on July 29, 2026,

the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. The Company granted the underwriter a 45-day option from the

date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments (Note 6). Each Unit consists of

one Public Share and one Public Right entitling the holder thereof to receive one seventh (1/7) of one Class A ordinary share upon

the consummation of an initial Business Combination.

F-8

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 4 — Private Placement

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 270,000 Private Placement Units at a price of $10.00 per Private Placement Unit,

in a private placement to the Sponsor, generating gross proceeds of $2,700,000. Each Private Placement Unit consists of one Private Placement

Share and one Private Placement Right entitling the holder thereof to receive one seventh (1/7) of one Class A ordinary share upon the

consummation of an initial Business Combination.

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to

their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection

with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to

modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination

or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window

or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial

Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their

founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Completion Window,

although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the

Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside

the Trust Account; and (iv) vote any founder shares and private placement shares held by them and any public shares purchased during

or after the Initial Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase

in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the

Business Combination) in favor of the initial Business Combination.

Note 5 — Related Party Transactions

Founder Shares

On January 7, 2026, the Company issued

8,625,000 founder shares to the Sponsor for an aggregate purchase price of $25,000. On June 26, 2026, the Sponsor surrendered, for

no consideration, 2,875,000 Class B ordinary shares, which were simultaneously cancelled by the Company, resulting in the Sponsor

holding 5,750,000 Class B ordinary shares, at approximately $0.004 per share. The founder shares include an aggregate of up to

750,000 shares, which may be surrendered by the Sponsor for no consideration depending on the extent to which the

underwriter’s over-allotment is exercised.

On July 6, 2026, the Sponsor granted membership

interests equivalent to an aggregate of 30,000 founder shares to the Company directors in exchange for their services as directors of

the Company, subject to forfeiture in the event the director is terminated prior to the consummation of the Company’s initial Business

Combination. The membership interest assignment of the founder shares to the holders of such interests is in the scope of FASB ASC Topic

718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity

classified awards is measured at fair value upon the assignment date. The total fair value of the 30,000 founder shares represented by

such membership interests assigned to the holders of such interests on July 6, 2026 was $23,700 or $0.79 per share. The Company established

the initial fair value of the founder shares on July 6, 2026, the date the assignment was granted, using a calculation prepared by a third

party valuation team which takes into consideration the implied Class A share price of $9.89 multiplied by the probability of De-SPAC

and instrument-specific market adjustment of 8.0%. The founder shares assigned are subject to forfeiture by the Sponsor in the event the

director resigns or ceases to serve as director the Company prior to the consummation of the initial Business Combination. Share-based

compensation would be recognized when the forfeiture clause has been lifted (i.e. upon consummation of a Business Combination), in an

amount equal to the number of founder shares transferred times the grant date fair value per share (unless subsequently modified) less

the amount initially received for the shares, if any. As of July 29, 2026, the Company determined that the initial Business Combination

is not considered probable and therefore no compensation expense has been recognized.

The Company’s initial shareholders have

agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof

until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which

the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results

in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other

property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders

with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A

ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial

Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the

Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will

be released from the Lock-up.

F-9

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 5 — Related Party Transactions

(cont.)

Promissory Note — Related Party

On January 7, 2026, the Sponsor agreed to loan

the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest

bearing, unsecured and due at the earlier of June 30, 2026 or the closing of the Initial Public Offering. On July 29, 2026, the Company

repaid the total outstanding balance of the promissory note amounting to $153,534. Borrowings under the promissory note are no longer

available.

Advances from related party

As of July 29, 2026, the Company owes a related

party $7,200 for expenses paid on its behalf, which is included in advances from related party on the accompanying balance sheet.

Administrative Services Agreement

The Company entered into an agreement with the

Sponsor, commencing on July 27, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation,

to pay the Sponsor or its affiliate an aggregate of $15,000 per month for office space, secretarial and administrative support services.

Working Capital Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,

but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would

repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working

capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay

the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post-Business

Combination entity at a price of $10.00 per unit, at the option of the lender. Such units would be identical to the Private Placement

Units. There are no Working Capital Loans outstanding as of July 29, 2026.

Note 6 — Commitments and

Contingencies

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the

conflict in the Middle East, Southwest Asia and Venezuela. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom,

the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid

or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia and Venezuela, increasing

geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East,

Southwest Asia and Venezuela, and the resulting measures that have been taken and could be taken in the future by NATO, the United States,

the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns

that could have a lasting impact on regional and global economies. 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 abovementioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the conflict in the Middle East, Southwest Asia and Venezuela, 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.

F-10

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 6 — Commitments and Contingencies

(cont.)

Registration Rights

The holders of the (i) founder shares, (ii) private

placement units, (iii) private placement rights, (iv) private placement shares, (v) Class A ordinary shares that may

be issued upon conversion of the private placement rights upon the consummation of an initial Business Combination, and (vi) private

placement shares that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register

a sale of any of the securities held by them and any other securities of the company acquired by them prior to the consummation of the

initial Business Combination pursuant to a registration rights agreement signed on July 27, 2026. The holders of these securities are

entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders

have certain piggyback registration rights with respect to registration statements filed subsequent to our completion of the initial Business

Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter has 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. As of July 29, 2026,

the full over-allotment option remains open.

The underwriter was paid a commission of $250,000

upon the closing of the Initial Public Offering. Additionally, the underwriter was entitled to a deferred underwriting discount of $0.30

per Unit or $6,000,000 in the aggregate (or up to $6,900,000 in the aggregate if the underwriter’s over-allotment option is exercised

in full). Such deferred underwriting commissions will not be payable with respect to any shares redeemed in connection with an initial

Business Combination, and may be paid at the sole and absolute discretion of the Company’s management team to any one or more FINRA

members, which may or may not include the underwriter in the Initial Public Offering. The deferred underwriting discount will become payable

to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination.

Advisory Fee

In addition to the underwriting agreement, in

connection with the Initial Public Offering, the Company entered into an agreement with the underwriter in which the underwriter is entitled

to an advisory fee equal to 3% of the gross proceeds raised in the Initial Public Offering upon and subject to the closing of the initial

Business Combination. The termination clause in the agreement deems the fee earned and recorded as of July 29, 2026. As of July 29, 2026,

$6,000,000 has been recorded as advisory fee payable on the accompanying balance sheet.

Note 7 — Shareholders’

Deficit

Preference Shares — The

Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of July 29, 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 at par value of $0.0001 each. As of July 29, 2026,

there were 270,000 Class A ordinary shares issued and outstanding, excluding 20,000,000 shares subject to possible redemption.

Class B Ordinary Shares — The

Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. As of July 29, 2026, there

were 5,750,000 Class B ordinary shares issued and outstanding, of which an aggregate of up to 750,000 Class B ordinary shares may

be surrendered by the Sponsor for no consideration depending on the extent to which the underwriter’s over-allotment option is exercised

within the 45-day period following the closing of the Initial Public Offering.

F-11

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 7 — Shareholders’

Deficit (cont.)

The founder shares will automatically convert

into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of

the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations

and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other

equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in

connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A

ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such

adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion

of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all ordinary shares outstanding

upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriter’s

over-allotment option and excluding the Class A ordinary shares underlying the shares underlying the private placement units issued

to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with

the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller

in the initial Business Combination and any private placement-equivalent shares issued to the Sponsor or any of its affiliates or to our

officers or directors upon conversion of Working Capital Loans). Such adjustment may result in material dilution to our public shareholders.

Holders of record of the Company’s Class A

ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange

rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires

the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person

or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted

on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except

as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to

do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended

and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of

association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the

appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary

shares voted for the appointment of directors can appoint all of the directors. Prior to the consummation of the initial Business Combination,

only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and

(ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution

required to adopt new constitutional documents as a result of approving a transfer by way of continuation in a jurisdiction outside the

Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions

of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the

affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination,

two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy

at the applicable general meeting of the Company.

Rights

Except in cases where the Company is not the

surviving company in a Business Combination, each holder of a right will automatically receive one seventh (1/7) of one Class A

ordinary share upon consummation of the initial Business Combination, even if the holder of a public right redeemed all Class A

ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to our amended and

restated memorandum and articles of association with respect to our pre-initial

Business Combination activities. In the event the Company will not be the surviving company upon completion of our initial Business Combination,

each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one seventh (1/7) of one

ordinary share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be

paid by a holder of rights in order to receive his, her or its additional Class A ordinary shares upon consummation of an initial

Business Combination. The Class A ordinary shares issuable upon conversion of the rights will be freely tradable (except to the extent

held by affiliates of ours). If we enter into a definitive agreement for a Business Combination in which we will not be the surviving

entity, the definitive agreement will provide for the holders of rights to receive the same consideration per ordinary share the holders

of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary shares basis.

F-12

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 7 — Shareholders’

Deficit (cont.)

The Company will not issue fractional Class A

ordinary shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or

otherwise addressed in accordance with Cayman Islands law. As a result, the holder must hold rights in multiples of 7 in order to receive

Class A ordinary shares for all of their rights upon closing of a Business Combination. If the Company is unable to complete an initial

Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights

will not receive any of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of

the Trust Account with respect to such rights. Further, there are no contractual penalties for failure to deliver securities to the holders

of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to cash settle

the rights. Accordingly, the rights may expire worthless.

Note 8 — Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement

date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and

the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The over-allotment option was accounted for as

a liability in accordance with FASB ASC 480 and was presented within liabilities on the balance sheet. The over-allotment option liability

is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of

over-allotment option liability in the statement of operations. The fair value of the over-allotment option is $181,000, or $0.06 per

option unit.

The Company used a Black-Scholes model to value

the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement

date due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected

life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches

the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant

date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent

to their remaining contractual term.

F-13

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 8 — Fair Value Measurements (cont.)

The key inputs into the Black-Scholes model were

as follows at initial measurement of the over-allotment option:

July 29,

2026

Risk-free interest rate

3.80 %

Expected term (years)

0.12

Volatility

2.29 %

Exercise price

$ 10.00

The fair value of the Public Rights issued in

the Initial Public Offering is $2,600,000, or $0.13 per Public Right. The fair value of the Public Rights was determined using Probability-Weighted

Expected Return Method. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit

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 Rights issued in the Initial Public Offering:

July 29,

2026

Expected term to de-SPAC (years)

2.00

Probability of de-SPAC and instrument-specific market adjustment

9.0 %

Risk-free rate (continuous)

4.22 %

Implied Class A share price

$ 9.87

Note 9 — Segment Information

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement 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 operating results 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 reportable segment.

The CODM assesses performance for the single segment

and decides how to allocate resources. 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 included

in the total assets, which include the following:

July 29,

2026

Cash

$ 1,749,570

Cash held in Trust Account

$ 200,000,000

The CODM reviews the position of total assets

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.

F-14

Catalyst Acquisition Corp.

NOTES TO FINANCIAL STATEMENT

JULY 29, 2026

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through August 4, 2026, the date that the financial statement was issued. Based upon this review,

other than as noted below, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial

statement.

On August 4, 2026, 1,150,000 additional Units were

issued pursuant to the underwriter’s partial exercise of its over-allotment option and sold at an offering price of $10.00 per Unit,

generating additional gross proceeds to the Company of $11,500,000.

F-15

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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