Fundraising and Financial Position - The company completed its Initial Public Offering on May 8, 2025, raising gross proceeds of $143.75 million from the sale of 14,375,000 Units at a price of $10.00 per Unit[25]. - An additional $2 million was generated from the private sale of 2,000,000 Private Placement Warrants at a price of $1.00 per warrant[26]. - A total of $144,109,375 has been placed in the Trust Account maintained by Continental, acting as trustee[27]. - The company has approximately $147,910,775 available for a Business Combination as of December 31, 2025, excluding amounts held outside of the Trust Account[57]. - The company has approximately $365,751 in proceeds held outside the Trust Account as of December 31, 2025, to fund costs associated with its dissolution plan[105]. - The company had cash of $365,751 and a working capital surplus of $289,539 as of December 31, 2025[177]. - The total amount placed in the Trust Account after the Initial Public Offering was $144,109,375, which includes $5,750,000 of the Deferred Fee[154]. - The underwriters are entitled to a deferred underwriting discount of $0.40 per unit, totaling up to $5,750,000, payable from the Trust Account after shareholder redemptions[181]. Business Combination Plans - The company must complete its initial Business Combination by August 8, 2026, which is 15 months from the closing of the Initial Public Offering[28]. - The company aims to complete its initial Business Combination with a target business that has an aggregate fair market value of at least 80% of the assets held in the Trust Account[49]. - The company plans to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% under certain conditions[50]. - The company may seek to complete its initial Business Combination using a combination of cash, debt, or equity securities[59]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, targeting businesses with enterprise values greater than the net proceeds from the Initial Public Offering and Private Placement[60]. - The company may seek to extend the Combination Period, which would require approval from Public Shareholders and could affect the Trust Account balance[29]. - The company may need to raise additional capital through loans or investments to meet working capital needs, raising concerns about its ability to continue as a going concern[178]. Shareholder Rights and Redemption - A Public Shareholder can redeem up to 15% of the shares sold in the Initial Public Offering without prior consent, which aims to discourage large block accumulations[95]. - To approve the initial Business Combination, 3,703,126 Public Shares, or approximately 29.6% of the 12,500,000 Public Shares sold, must be voted in favor[88]. - If a Special Resolution is required, 6,635,418 Public Shares, or 53.08% of the 12,500,000 Public Shares sold, must be voted in favor[88]. - The redemption process will require Public Shareholders to deliver their share certificates or electronically transfer their shares prior to the specified date[93]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any redemption for their Public Shares[100]. - The redemption price will be equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares, net of taxes and up to $100,000 for dissolution expenses[102]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[90]. - Shareholder approval will be required if the issuance of Ordinary Shares exceeds 20% of the number of Ordinary Shares then outstanding, or if any directors or substantial shareholders have a significant interest in the target business[74]. Management and Governance - The management team has established a deep network of potential business combination targets through their operational and transactional experience[46]. - The company has no full-time employees prior to completing its initial Business Combination, with only one officer currently involved[115]. - The board of directors will consist of five members, divided into three classes, with each class serving a three-year term[213]. - The Audit Committee is comprised of three independent directors, with Mr. White serving as the chairman and qualifying as an "audit committee financial expert"[216][217]. - The Compensation Committee consists of three independent members, ensuring compliance with Nasdaq and SEC rules[219]. - The Compensation Committee has the authority to retain compensation consultants and legal counsel, ensuring their independence[220]. Risks and Regulatory Considerations - The company may face significant dilution for Public Shareholders due to the anti-dilution rights of the Founder Shares and potential additional equity issuances[35]. - The company may not be able to complete its initial Business Combination if it encounters regulatory reviews or approvals, particularly from CFIUS[127]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[114]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its Initial Business Combination, increasing costs and time related to the process[161]. - The company may face significant risks related to its status as a blank check company with no revenue or established business operations[126]. - The company recognizes the potential conflicts of interest among its management team regarding the selection of target businesses[51]. Financial Performance - For the year ended December 31, 2025, the company reported a net income of $3,349,485, primarily from interest earned on marketable securities held in the Trust Account[164]. - The company incurred formation and general administrative costs of $451,915 for the year ended December 31, 2025[164]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its Business Combination[163]. - For the year ended December 31, 2025, the net income was $3,349,485, influenced by interest earned on marketable securities of $3,801,400[171]. - As of December 31, 2025, the company held marketable securities in the Trust Account valued at $147,910,775, which includes approximately $3,801,400 of interest income[173]. Compliance and Reporting - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to Exchange Act regulations[119]. - The company expects to evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[118]. - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2025, and determined it was effective[195]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[197]. - The company does not include an attestation report from an independent registered public accounting firm due to its status as an emerging growth company under the JOBS Act[196]. - The company does not expect that recently issued accounting standards will have a material effect on its financial statements[187].
Dune Acquisition Corp II-A(IPOD) - 2025 Q4 - Annual Report