What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 107 added, 77 removed, 326 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEET

March 31, 2026

Current assets

Cash $ 628,302 $ 869,527

Due from Sponsor 1,179 —

Prepaid expenses 212,261 223,751

11 unchanged sentences

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 28,750,000 and 28,750,000 shares at redemption value of $ 10.19 and $ 10.10 per share as of March 31, 2026 and December 31, 2025, respectively 292,857,747 290,305,113

Class A ordinary shares subject to possible redemption, 28,750,000 and 28,750,000 shares at redemption value of $ 10.28 and $ 10.10 per share as of June 30, 2026 and December 31, 2025, respectively 295,449,955 290,305,113

Shareholders’ Deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding — —

none issued or outstanding as of June 30, 2026 and December 31, 2025 — —

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 — —

none issued or outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 — —

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,187,500 shares issued and outstanding March 31, 2026 and December 31, 2025 719 719

7,187,500 shares issued and outstanding June 30, 2026 and December 31, 2025 719 719

Additional paid-in capital — —

2 unchanged sentences

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 296,340,764 $ 291,551,364

The accompanying notes are an integral part

of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

FUTURECREST ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

June 30, For the

2026 2026 2025

General and administrative costs $ 253,334 $ 1,129,636 $ 17,141

1 unchanged sentence

Other income:

Interest earned on cash held in Operating Bank Account 5,747 12,642 —

Interest earned on marketable securities held in Trust Account 2,592,208 5,144,842 —

Total other income 2,597,955 5,157,484 —

Net income $ 1,683,227

Weighted average shares outstanding of Class A ordinary shares 28,750,000

Basic and diluted net income per share, Class A ordinary shares $ 0.05

Weighted average shares outstanding of Class B ordinary shares 7,187,500

Basic and diluted net income per ordinary share, Class B ordinary shares $ 0.05

The accompanying notes are an integral part of

these unaudited condensed financial statements.

Net income (loss) $ 2,344,621 $ 4,027,848 $ ( 17,141 )

Weighted average shares outstanding, Class A Ordinary Shares 28,750,000 28,750,000 —

Basic and diluted net income (loss) per share, Class A Ordinary Shares $ 0.07 $ 0.11 $ —

Weighted average shares outstanding, Class B Ordinary Shares (1)(2) 7,187,500 7,187,500 6,250,000

Basic and diluted net income (loss) per share, Class B Ordinary Shares $ 0.07 $ 0.11 $ ( 0.00 )

Excludes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 7).

In August 2025, the Company, through a share recapitalization, issued an additional 862,500 Class B ordinary shares to the Sponsor, and therefore the Sponsor now holds 7,187,500 founder shares, at approximately, $ 0.0035 per share.

All share and per-share data have been retrospectively presented.

The accompanying notes are an integral part of these unaudited condensed financial statements.

FUTURECREST ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30 , 2026

Ordinary Shares

2 unchanged sentences

Shareholders’

Balance – December 31, 2025 — $ — 7,187,500 $ 719 $ — $ ( 11,238,497 ) $ ( 11,237,778 )

Balance – January 1, 2026 — $ — 7,187,500 $ 719 $ — $ ( 11,238,497 ) $ ( 11,237,778 )

Accretion for Class A ordinary shares to redemption amount — — — — — ( 2,552,634 ) ( 2,552,634 )

Net income — — — — — 1,683,227 1,683,227

Balance – March 31, 2026 (unaudited) — $ — 7,187,500 $ 719 $ — $ ( 12,107,904 ) $ ( 12,107,185 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

Balance – March 31, 2026 — — 7,187,500 719 — ( 12,107,904 ) ( 12,107,185 )

Accretion for Class A ordinary shares to redemption amount

Balance – June 30, 2026

FOR THE PERIOD FROM JUNE 9 , 2025 (INCEPTION) THROUGH JUNE 30 , 2025

Ordinary Shares

Additional Paid-in

Shareholders’

Balance – June 9, 2025

Class B ordinary shares issued to Sponsor (1)(2)

Balance – June 30, 2025

Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (Note 7).

All share and per-share data have been retrospectively presented.

The accompanying notes are an integral part of these unaudited condensed financial statements.

FUTURECREST ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(Inception) Through

Cash Flows from Operating Activities:

Net income $ 1,683,227

Adjustments to reconcile net income to net cash used in operating activities:

Net income (loss) $ 4,027,848 $ ( 17,141 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Payment of expenses through promissory note – related party — 10,420

Interest earned on marketable securities held in Trust Account ( 5,144,842 ) —

1 unchanged sentence

Prepaid expenses 11,490 —

Due from Sponsor ( 1,179 ) —

Long term prepaid insurance 103,906 —

4 unchanged sentences

Cash – End of period $ 628,302 $ —

The accompanying notes are an integral

part of these unaudited condensed financial statements.

Supplemental disclosure of cash flow information:

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ — $ 25,000

Deferred costs included in accrued offering costs $ — $ 8,600

Deferred offering costs paid by Sponsor through promissory note – related party $ — $ 12,500

The accompanying notes are an integral part of these unaudited condensed financial statements.

FUTURECREST ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

3 unchanged sentences

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 March 31, 2026, the Company had not commenced any operations.

All activity for the period from June 9, 2025 (inception) through March 31, 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of June 30, 2026, the Company had not commenced any operations.

All activity for the period from June 9, 2025 (inception) through June 30, 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

17 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Following the closing of the Initial Public Offering, on September 29, 2025, an amount of $ 287,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.

19 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

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 underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

9 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2026.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

The accompanying balance sheet as of December 31, 2025 was derived from the audited financial statements but does not include all disclosures required by U.S.

The interim results for the three and six months ended June 30, 2026 and for the period from June 9, 2025 (inception) through June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had cash of $ 719,758 held outside of the Trust Account and working capital surplus of $ 41,795 .

As of June 30, 2026, the Company had cash of $ 628,302 held outside of the Trust Account and working capital deficit of $ 153,839 .

The Company will use such funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of March 31, 2026, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2026, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

7 unchanged sentences

However, there can be no assurance that the Company will be able to consummate any business combination by the end of the Completion Window.

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.

FUTURECREST ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Emerging Growth Company Status

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.

6 unchanged sentences

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 $ 719,758 and $ 869,527 of cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 628,302 and $ 869,527 of cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Marketable Securities Held in Trust Account

As of March 31, 2026 and December 31, 2025, substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities.

As of June 30, 2026 and December 31, 2025, substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities.

All of the Company’s investments held in the Trust Account are presented on the accompanying condensed balance sheets at fair value at the end of each reporting period.

10 unchanged sentences

Transaction costs amounted to $ 17,861,874 , consisting of $ 5,000,000 of cash underwriting fee, $ 12,250,000 of deferred underwriting fee, and $ 611,874 of other offering costs.

FUTURECREST ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Fair Value of Financial Instruments

3 unchanged sentences

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FUTURECREST ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

2 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, 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.

7 unchanged sentences

The Company accounted for the Public and Private Placement Warrants 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 warrant instruments under equity treatment at their assigned values.

As of March 31, 2026 and December 31, 2025, there were 7,187,500 Public Warrants and 3,500,000 Private Placement Warrants outstanding.

Net Income per Ordinary Share

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

As of June 30, 2026 and December 31, 2025, there were 7,187,500 Public Warrants and 3,500,000 Private Placement Warrants outstanding.

Net Income (Loss) per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 937,500 ordinary shares that were subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised.

On September 29, 2025, the Company’s underwriters fully exercised their over-allotment option resulting to no shares subject to forfeiture.

As of March 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income per ordinary share is the same as basic income per ordinary share for the period presented.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:

Three Months Ended

March 31, 2026

Class A Class B

Basic and diluted net income per share:

Allocation of net income, basic $ 1,346,582 $ 336,645

Basic and diluted weighted-average ordinary shares outstanding 28,750,000 7,187,500

Basic and diluted net income per ordinary share 0.05 $ 0.05

As of June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented.

FUTURECREST ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Period from

2026 2026 2025

Class A Class B Class A Class B Class A Class B

Basic and diluted net income (loss) per share:

Allocation of net income (loss), basic $ 1,875,697 $ 468,924 $ 3,222,278 $ 805,570 $ — $ ( 17,141 )

Basic and diluted weighted-average ordinary shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 — 6,250,000

Basic and diluted net income (loss) per ordinary share $ 0.07 $ 0.07 $ 0.11 $ 0.11 $ — $ —

Class A Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

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 March 31, 2026 and December 31, 2025, 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 condensed balance sheets.

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of June 30, 2026 and December 31, 2025, 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 condensed balance sheets.

As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds $ 287,500,000

1 unchanged sentence

Public Shares issuance costs ( 17,662,164 )

Remeasurement of carrying value to redemption value 23,450,090

Accretion of carrying value to redemption value 23,450,090

Class A ordinary shares subject to possible redemption, December 31, 2025 290,305,113

Remeasurement of carrying value to redemption value 2,552,634

Accretion of carrying value to redemption value 2,552,634

Class A ordinary shares subject to possible redemption, March 31, 2026 292,857,747

Accretion of carrying value to redemption value 2,592,208

Class A ordinary shares subject to possible redemption, June 30, 2026 $ 295,449,955

Recent Accounting Pronouncements

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

INITIAL PUBLIC OFFERING

3 unchanged sentences

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Public Warrants — As of March 31, 2026 and December 31, 2025, there were 7,187,500 Public Warrants outstanding.

Public Warrants — As of June 30, 2026 and December 31, 2025, there were 7,187,500 Public Warrants outstanding.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

18 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.

23 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

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.

11 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Due to Sponsor

1 unchanged sentence

On October 1, 2025, the Company returned $ 22,500 in full to the Sponsor.

As of March 31, 2026 and December 31, 2025, there were no amounts due to the Sponsor.

As of June 30, 2026 and December 31, 2025, there were no amounts due to the Sponsor.

COMMITMENTS AND CONTINGENCIES

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Underwriters’ Agreement

5 unchanged sentences

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 March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, there were no shares of Class A ordinary shares issued or outstanding, excluding the 28,750,000 Class A ordinary shares subject to possible redemption.

As of June 30, 2026 and December 31, 2025, there were no shares of Class A ordinary shares issued or outstanding, excluding the 28,750,000 Class A ordinary 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.

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

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.

14 unchanged sentences

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level March 31,

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level June 30,

2026 December 31,

13 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

SEGMENT INFORMATION

8 unchanged sentences

Cash $ 628,302 $ 869,527

Three Months Ended

June 30, For the

(Inception) Through

2026 2026 2025

General and administrative costs $ 253,334 $ 1,129,636 $ 17,141

Interest earned on investments held in Trust Account $ 2,552,634

Interest earned on cash held in Operating Bank Account $ 5,747 $ 12,642 $ —

Interest earned on marketable securities held in Trust Account $ 2,592,208 $ 5,144,842 $ —

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements was issued.

Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements