Maywood Acquisition Corp-A(MAYA) - 2024 Q4 - Annual Report

PART I Business Overview Maywood Acquisition Corp., a blank check company, completed its IPO and private placement in February 2025, raising over $88 million for a business combination - Company Type: Blank check company (SPAC) incorporated on May 31, 2024, for effecting a business combination[18] | Event | Date | Proceeds | Notes | | :--- | :--- | :--- | :--- | | Initial Public Offering (IPO) | Feb 14, 2025 | $86,250,000 | 8,625,000 Units at $10.00/Unit | | Private Placement | Feb 14, 2025 | $2,656,250 | 265,625 Units at $10.00/Unit | | Sponsor Loan | IPO Closing Date | $500,000 | Non-interest bearing, added to trust account | Risk Factors The company refers to its February 12, 2025 prospectus for comprehensive risk factors, noting no material changes since that date - Risk factors are incorporated by reference from the prospectus dated February 12, 2025[23] - No material changes to the risks relating to operations since the prospectus date[23] Unresolved Staff Comments This section is not applicable to the company - Not applicable[24] Cybersecurity As a blank check company, Maywood Acquisition Corp. faces minimal cybersecurity risk, employing basic procedures and overseen by the Audit Committee - Limited cybersecurity risk due to blank check company status and sole business activity of identifying a target business[25] - Procedures employed include internal reporting, monitoring, detection tools, and anti-virus software[25] - No cybersecurity attacks experienced to date, but potential attacks could adversely affect the business[26] - The Audit Committee of the Board oversees cybersecurity risk and receives regular management reports[27] Properties The company utilizes office space provided by its Sponsor at 418 Broadway, Albany, NY, reimbursing $1,667 per month - Office space is located at 418 Broadway, 6441, Albany, NY 12207[28] | Item | Amount | | :--- | :--- | | Monthly reimbursement to Sponsor for office space, utilities, and administrative support | $1,667 | Legal Proceedings No material litigation, arbitration, or governmental proceedings are currently pending against the company or its management team - No material litigation, arbitration, or governmental proceedings currently pending against the company or its management[30] Mine Safety Disclosures This section is not applicable to the company - Not applicable[31] PART II Market for Common Equity and Related Matters The company's shares, rights, and units are listed on Nasdaq, with no cash dividends paid or intended prior to a business combination | Security Type | Trading Symbol | Exchange | | :--- | :--- | :--- | | Units | MAYAU | The Nasdaq Stock Market LLC | | Class A Ordinary Shares | MAYA | The Nasdaq Stock Market LLC | | Rights | MAYAR | The Nasdaq Stock Market LLC | | Holder Type | Count (as of March 31, 2025) | | :--- | :--- | | Record holders of units | 4 | | Record holders of Class A Ordinary Shares | 1 | | Record holders of Class B Ordinary Shares | 1 | | Record holders of Rights | 1 | | Beneficial holders of securities | >300 | - No cash dividends have been paid to date, and none are intended prior to the completion of an initial business combination[35] | Event | Date | Details | | :--- | :--- | :--- | | Class B Ordinary Shares issued to Sponsor | June 1, 2024 | 8,050,000 shares for $25,000 (approx. $0.003/share) | | Class B Ordinary Shares forfeited by Sponsor | Dec 19, 2024 | 5,031,250 shares for no consideration (3,018,750 outstanding) | | IPO Consummation | Feb 14, 2025 | 8,625,000 Units sold at $10.00/Unit, gross proceeds $86,250,000 | | Private Placement Consummation | Feb 14, 2025 | 265,625 Private Placement Units sold at $10.00/Unit, gross proceeds $2,656,250 | | Funds deposited in Trust Account | Post-IPO | $86,250,000 | | Transaction Costs | Post-IPO | $5,974,093 (including $2,156,250 cash underwriting fees, $3,450,000 deferred underwriting commission, $367,789 other offering costs) | Reserved This item is reserved and not applicable - Not applicable[43] Management's Discussion and Analysis This section reviews Maywood Acquisition Corp.'s financial condition and operations, focusing on IPO preparation and future business combination Overview Maywood Acquisition Corp., a blank check company, completed its IPO in February 2025, raising capital for a business combination within 15-18 months - Company formed on May 31, 2024, as a blank check company for a Business Combination[46] - Intends to focus on businesses with enterprise values of approximately $250 million to $1 billion[47] | Event | Date | Details | | :--- | :--- | :--- | | IPO Consummation | Feb 14, 2025 | 8,625,000 units at $10.00/unit, gross proceeds $86,250,000 | | Private Placement | Feb 14, 2025 | 265,625 units at $10.00/unit, gross proceeds $2,656,250 | | Sponsor Loan | IPO Closing | $500,000 deposited into Trust Account | | Nasdaq Listing Commencement | March 7, 2025 | Units (MAYAU), Class A shares (MAYA), Rights (MAYAR) | - Combination Period: 15 months (or up to 18 months with extensions) from IPO closing to complete a Business Combination[57] Results of Operations As of December 31, 2024, the company had not commenced operations, incurring a net loss of $(7,712) from formation and IPO preparation expenses - No operations commenced as of December 31, 2024; activities limited to formation and IPO preparation[61] | Metric | Amount (May 31, 2024 - Dec 31, 2024) | | :--- | :--- | | Net Loss | $(7,712) | - Net loss primarily consisted of formation and audit-related expenses[61] Liquidity and Capital Resources Pre-IPO liquidity was met by Sponsor contributions; post-IPO, funds are sufficient for operations for at least the next 12 months - Pre-IPO liquidity needs were satisfied by a $25,000 capital contribution from the Sponsor[62] - Sponsor agreed to provide up to $300,000 under a non-interest-bearing promissory note, with no amounts drawn as of December 31, 2024[62] | Source | Amount | | :--- | :--- | | IPO Gross Proceeds | $86,250,000 | | Private Placement Gross Proceeds | $2,656,250 | | Sponsor Loan (to Trust Account) | $500,000 | | Funds outside Trust Account (post-IPO) | ~$305,000 | - Management believes funds held outside the Trust Account will be sufficient for operations for at least the next 12 months[65] Off-Balance Sheet Arrangements As of December 31, 2024, the company had no off-balance sheet arrangements - No off-balance sheet arrangements as of December 31, 2024[66] Contractual Obligations No material contractual obligations existed as of December 31, 2024, but post-IPO, deferred underwriting and administrative fees apply - No material contractual obligations as of December 31, 2024[67] - Post-IPO, the company became subject to a Registration Rights Agreement for certain security holders[67] | Obligation | Amount/Terms | | :--- | :--- | | Deferred Underwriting Commission | $3,450,000 (payable upon Business Combination) | | Administrative Services Agreement | $1,667 per month to Sponsor for office space, utilities, and administrative support | Related Party Transactions The company engaged in various related party transactions, including Founder Shares, administrative fees, and Sponsor advances | Transaction | Date | Details | | :--- | :--- | :--- | | Founder Shares issued to Sponsor | June 1, 2024 | 8,050,000 Class B shares for $25,000 | | Founder Shares forfeited by Sponsor | Dec 19, 2024 | 5,031,250 Class B shares for no consideration (3,018,750 remaining) | | Administrative Services Agreement | Upon IPO closing | $1,667 per month to Sponsor for office space and administrative support | | Promissory Note from Sponsor | June 1, 2024 | Up to $300,000, non-interest-bearing, payable Dec 31, 2024 (Nil outstanding as of Dec 31, 2024) | | Advances from Sponsor | May 31, 2024 - Dec 31, 2024 | $131,602 for formation, deferred offering, and operating expenses (outstanding balance $131,602 as of Dec 31, 2024) | Critical Accounting Policies The company's critical accounting policies cover GAAP, EGC status, estimates, cash, deferred offering costs, share classification, income taxes, and fair value measurements - Basis of Presentation: Financial statements conform with GAAP and SEC rules[75] - Emerging Growth Company: Eligible for exemptions from reporting requirements and an extended transition period for new or revised accounting standards[76][77] - Ordinary Shares Subject to Possible Redemption: Class A ordinary shares are classified as temporary equity, while Class B ordinary shares are classified as a component of stockholder's equity[82][83] | Metric | Value (May 31, 2024 - Dec 31, 2024) | | :--- | :--- | | Basic and Diluted Net Loss Per Common Share | Same (due to no dilutive securities) | - Fair Value Measurements: Utilizes a three-tier hierarchy (Level 1, Level 2, Level 3) for prioritizing inputs[89][96] Market Risk Disclosures This item is not required for smaller reporting companies - Not required for smaller reporting companies[93] Financial Statements and Supplementary Data This item refers to the financial statements and supplementary data appearing after Item 15 of the report - Financial statements and supplementary data are included following Item 15 of this Report[94] Changes in Accountants No changes in or disagreements with accountants on accounting and financial disclosures - No changes in or disagreements with accountants on accounting and financial disclosures[95] Controls and Procedures Disclosure controls were effective as of December 31, 2024, with no material changes in internal control over financial reporting - Disclosure controls and procedures were effective as of December 31, 2024, based on evaluation by the Principal Executive and Financial and Accounting Officer[98] - No management's assessment or attestation report on internal control over financial reporting is included due to a transition period for newly public companies[99] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[100] Other Information No director or officer adopted or terminated Rule 10b5-1 trading arrangements during the quarter, and all Form 8-K disclosures were made - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2024[101] - All information required to be disclosed on a Current Report on Form 8-K during the quarter was disclosed[101] Foreign Jurisdictions Preventing Inspections This item is not applicable to the company - Not applicable[102] PART III Directors, Executive Officers and Corporate Governance This section details the company's leadership, board structure, governance policies, and committee functions Directors and Executive Officers The company's leadership includes Zikang Wu (Chairman, CEO, CFO) and three directors with diverse experience | Name | Age | Position | Key Experience | | :--- | :--- | :--- | :--- | | Zikang Wu | 31 | Chairman, CEO, CFO | Founder & President of First Cover, Inc.; SPAC industry, public company listings | | Zixun Jin | 36 | Director | Operations management, data analysis, independent director for other SPACs | | Hao Tian | 31 | Director | Risk manager at Amazon; due diligence, anti-money laundering, sanctions compliance | | Chao Yang | 36 | Director | Founder & CEO of TechWithU LLC; consulting and recruiting in financial services, IT, FinTech | Number and terms of office of officers and directors The board consists of four members across three classes with staggered terms, and officers serve at the board's discretion - Board of directors consists of four members, divided into three classes with staggered three-year terms[109] - Officers are appointed by and serve at the discretion of the board of directors[110] - Prior to the initial business combination, only holders of Class B ordinary shares are entitled to vote on director appointments and removals[109] Executive officer and director compensation No executive officer has received cash compensation to date, with potential post-combination fees fully disclosed - No executive officer has received any cash compensation for services rendered to the company[111] - After the completion of an initial business combination, directors or management may be paid consulting or management fees, which will be fully disclosed to stockholders[111] - The company is not party to any agreements with executive officers and directors that provide for benefits upon termination of employment[113] Committees of the Board of Directors The board has established independent Audit and Compensation Committees, with a clawback policy adopted - Two standing committees established: Audit Committee and Compensation Committee[114] - Audit Committee members: Zixun Jin, Hao Tian, and Chao Yang (all independent)[115] - Chao Yang qualifies as an 'audit committee financial expert'[116] - Compensation Committee members: Zixun Jin, Hao Tian, and Chao Yang (all independent)[118] - A compensation recovery (clawback) policy compliant with Nasdaq listing rules has been adopted[119] Director Nominations A majority of independent directors recommend nominees, considering various qualifications, with no public shareholder right pre-combination - No standing nominating committee; a majority of independent directors may recommend director nominees[120] - Considerations for director nominees include educational background, diversity of professional experience, knowledge of business, integrity, professional reputation, independence, and wisdom[122] - Prior to the initial business combination, holders of public shares do not have the right to recommend director candidates[123] Code of Ethics A Code of Ethics applicable to directors, officers, and employees has been adopted, with disclosures for amendments or waivers - A Code of Ethics applicable to directors, officers, and employees has been adopted[124] - Amendments or waivers to the Code of Ethics for principal officers will be disclosed on the company's website[124] Insider Trading Policy An insider trading policy prohibits trading securities with knowledge of material nonpublic information for directors, officers, employees, and consultants - An insider trading policy is in place for directors, officers, employees, and consultants[125] - The policy prohibits trading securities with knowledge of material nonpublic information[125] Executive Compensation No executive officer has received cash compensation, with the Sponsor receiving a monthly fee for administrative services - No executive officer has received any cash compensation for services rendered to the company[126] | Item | Amount/Terms | | :--- | :--- | | Monthly fee to Sponsor for office/secretarial services | $1,667 | - No compensation or fees (other than specified reimbursements and potential post-combination fees) will be paid to initial stockholders or management for services prior to or in connection with the initial business combination[127] - No stock options or other long-term incentive awards have been granted to executive officers or directors since formation[129] Security Ownership and Related Matters This section details beneficial ownership, with Maywood Sponsor, LLC holding 100% of Class B shares, and initial shareholders waiving liquidation rights | Name and Address of Beneficial Owner | Class A Ordinary Shares Beneficially Owned (Number / Percentage) | Class B Ordinary Shares Beneficially Owned (Number / Percentage) | | :--- | :--- | :--- | | Maywood Sponsor, LLC | 125,000 / * | 3,018,750 / 100% | | Zikang Wu | -- / -- | -- / -- | | Zixun Jin | -- / -- | -- / -- | | Hao Tian | -- / -- | -- / -- | | Chao Yang | -- / -- | -- / -- | | All officers and directors as a group (four persons) | -- / -- | -- / -- | | Harraden Circle Investments, LLC | 773,000 / 8.7% | -- / -- | - Initial shareholders have agreed to vote in favor of any proposed business combination and waive liquidation rights for their Founder Shares and Private Placement Shares[134] - As of December 31, 2024, the company had no equity compensation plans under which equity securities were authorized for issuance[136] Related Transactions and Director Independence Related party transactions are referenced from the prospectus, and the company expects four independent directors with regular meetings - A complete discussion regarding certain relationships and related transactions is incorporated by reference from the prospectus dated February 12, 2025[139] - The company expects to have four independent directors (Zixun Jin, Hao Tian, and Chao Yang) as defined by Nasdaq rules and applicable SEC rules[140] - Independent directors will have regularly scheduled meetings at which only independent directors are present[140] Principal Accountant Fees and Services Audit fees of $25,000 were paid to Bush & Associates for the period, with the audit committee now pre-approving all services - Principal accountant is Bush & Associates[141] | Fee Type | Amount (May 31, 2024 - Dec 31, 2024) | | :--- | :--- | | Audit Fees | $25,000 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee, formed post-IPO, pre-approves all auditing services and permitted non-audit services[145] PART IV Exhibits, Financial Statements, and Schedules This item lists included financial statements and an index of exhibits, many incorporated by reference Financial Statements Financial statements cover May 31, 2024 to December 31, 2024, with the auditor noting substantial doubt about going concern due to a working capital deficit - Financial statements include: Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Shareholders' Deficit, Statement of Cash Flows, and Notes to Financial Statements[148][158] - Period covered: May 31, 2024 (inception) through December 31, 2024[158] - Auditor: Bush & Associates CPA LLC (PCAOB ID: 6797)[159][166] - Substantial doubt about the Company's ability to continue as a going concern due to no cash and a working capital deficit of $97,289 as of December 31, 2024[161][185] | Financial Metric (as of Dec 31, 2024) | Amount | | :--- | :--- | | Total Assets | $131,602 | | Total Liabilities | $114,314 | | Total Shareholders' Deficit | $17,288 | | Net Loss (May 31, 2024 - Dec 31, 2024) | $(7,712) | Exhibits This section lists various exhibits, including organizational documents and agreements, many incorporated by reference from previous SEC filings - Exhibits include organizational documents, specimen certificates, various agreements (Rights, Registration Rights, Administrative Services), Code of Ethics, Insider Trading Policy, certifications, and XBRL documents[150][152] - Many exhibits are incorporated by reference from the Registrant's Current Report on Form 8-K filed on February 14, 2025, or Registration Statement on Form S-1[152] Form 10-K Summary No Form 10-K Summary is provided - No Form 10-K Summary is provided[153]