What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-15 · 78 added, 178 removed, 14 unchanged (95% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to FUTURECREST ACQUISITION CORP.

References to

our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”

refer to FutureCrest Acquisition Sponsor LLC.

The following discussion and analysis of the Company’s financial condition and results

of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere

in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to FUTURECREST ACQUISITION CORP.

References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to FutureCrest Acquisition Sponsor LLC.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical

fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy

and the plans and objectives of Management for future operations, are forward-looking statements.

When used in this Report, words such

as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,

as they relate to us or our Management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs

of our Management, as well as assumptions made by, and information currently available to, our Management.

Actual results could differ

materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety

by this paragraph.

The following discussion and analysis of our financial

condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto

included in this Report under Item 1.

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements.

When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1.

“Financial Statements”.

We are a blank check company incorporated in the

Cayman Islands on June 9, 2025 formed 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”).

to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private

Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We are a blank check company incorporated in the Cayman Islands on June 9, 2025 formed 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”).

We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

In 2024, the SEC adopted additional rules and

regulations relating to SPACs.

The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors

and related persons;

(ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures

relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination

transactions;

(iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination

transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration

statements relating to proposed Business Combination transactions.

In addition, the SEC’s adopting release provided guidance describing

circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition,

business purpose, and the activities of the SPAC and its management team.

The 2024 SPAC Rules may materially affect our ability to negotiate

and complete our initial Business Combination and may increase the costs and time related thereto.

We may seek to extend the Completion Window consistent

with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.

Such an amendment would require

the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection

with the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect

our ability to maintain our listing on the New York Stock Exchange LLC (“NYSE”).

In addition, NYSE Rules currently require

SPACs (such as us) to complete our initial Business Combination in accordance with the NYSE 36-Month Requirement.

If we do not meet the

NYSE 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from NYSE.

Our Sponsor may also,

in its discretion, explore transactions under which it would sell its interest in our Company to another sponsor entity, which may result

in a change to our Management Team.

During the quarter, management continued evaluating potential targets and incurring diligence costs associated with identifying potential business combination opportunities.

In 2024, the SEC adopted additional rules and regulations relating to SPACs.

The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons;

(ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination transactions;

(iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions.

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team.

The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

We may seek to extend the Completion Window consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.

Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on the New York Stock Exchange LLC (“NYSE”).

In addition, NYSE Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the NYSE 36-Month Requirement.

If we do not meet the NYSE 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from NYSE.

Our Sponsor may also, in its discretion, explore transactions under which it would sell its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities from June 9, 2025 (inception) through March 31, 2026 were organizational activities,

those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from June 9, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

Subsequent to the Initial

Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as

for due diligence expenses.

For the three months ended March 31, 2026, we

had a net income $1,683,227, which consisted of Interest earned on marketable securities held in Trust Account of $2,552,634 partially

offset by general and administrative costs of $869,407.

Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2026, we had net income of $2,344,621, which consisted of Interest earned on marketable securities held in Trust Account of $2,592,208, Interest earned on cash held in Operating Bank Account of $5,747, partially offset by general and administrative costs of $253,334.

For the six months ended June 30, 2026, we had net income of $4,027,848, which consisted of Interest earned on marketable securities held in Trust Account of $5,144,842, Interest earned on cash held in Operating Bank Account of $12,642, partially offset by general and administrative costs of $1,129,636.

For the period from June 9, 2025 (inception) through June 30, 2025, we had a net loss of $17,141, which consisted solely of formation, general and administrative costs.

Liquidity and Capital Resources

Factors That May Adversely Affect our Results

of Operations

Our results of operations and our ability to complete

an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the

financial markets, many of which are beyond our control.

Our results of operations and our ability to consummate an initial Business Combination

could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation,

fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health

considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

We cannot at this time predict

the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business

and our ability to complete an initial Business Combination.

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control.

Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Liquidity, Capital Resources and Going Concern

Until the consummation of the Initial Public Offering,

our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor

and loans from the Sponsor.

On September 29, 2025, we consummated the initial

public offering of 28,750,000 Units, including 3,750,000 Units issued as a result of the full exercise by the underwriters of their over-allotment

option, at $10.00 per Unit, generating gross proceeds of $287,500,000.

Simultaneously with the closing of the Initial Public Offering,

the Company consummated the sale of an aggregate of 3,500,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald &

Co., the representative of the underwriters of the Initial Public Offering, at a price of $2.00 per warrant, or $7,000,000 in the aggregate,

in a private placement.

Following the Initial Public Offering, the full

exercise of the over-allotment option, and the sale of the Units, a total of $287,500,000 was placed in the Trust Account.

$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

For the three months ended March 31, 2026, net

cash used in operating activities was $149,769.

Net income of $1,683,227 consists of interest earned on marketable securities held in

the Trust Account of $2,552,634, and changes in operating assets and liabilities of $719,638 used for operating activities.

As of March 31, 2026, we had cash and marketable

securities held in the Trust Account of $292,857,747 (including approximately $2,552,634 of interest income and unrealized gains, net

of unrealized losses).

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest

earned on the Trust Account (less income taxes payable), to complete our Business Combination.

To the extent that our share capital or

debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account

will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our

growth strategies.

As of March 31, 2026, we had cash of $719,758

held outside of the Trust Account.

We intend to use the 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 order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their

affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay such

loaned amounts.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the

Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of

such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $2.00

per warrant at the option of the lender.

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor.

On September 29, 2025, we consummated the initial public offering of 28,750,000 Units, including 3,750,000 Units issued as a result of the full exercise by the underwriters of their over-allotment option, at $10.00 per Unit, generating gross proceeds of $287,500,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 3,500,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $2.00 per warrant, or $7,000,000 in the aggregate, in a private placement.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Units, a total of $287,500,000 was placed in the Trust Account.

We incurred $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.

For the six months ended June 30, 2026, net cash used in operating activities was $241,225.

Net income of $4,027,848 consists of interest earned on marketable securities held in the Trust Account of $5,144,842, and changes in operating assets and liabilities of $875,769 used for operating activities.

For the period from June 9, 2025 (inception) through June 30, 2025, net cash used in operating activities was $0.

Net loss of $17,141 consisted of payment of expenses through promissory note – related party of $10,420, and changes in operating assets and liabilities of $6,721 used for operating activities.

As of June 30, 2026, we had cash and marketable securities held in the Trust Account of $295,449,955 (including approximately $5,144,842 of interest income and unrealized gains, net of unrealized losses).

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2026, we had cash of $628,302 held outside of the Trust Account.

We intend to use the 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 order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay such loaned amounts.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $2.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

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.

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.

the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending

the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

The Company’s liquidity condition raises

substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date

that the accompanying unaudited condensed financial statements are issued.

Management plans to address this uncertainty through a Business

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

after the Completion Window.

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.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying unaudited condensed financial statements are issued.

Management plans to address this uncertainty through a Business Combination.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Completion Window.

The Company intends to complete the initial Business Combination before the end of the Completion Window.

1 unchanged sentence

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than an agreement that the Company have granted the underwriter

a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 Units to cover over-allotments,

The underwriters are entitled to a cash underwriting

discount of $5,000,000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units

sold pursuant to the underwriters’ over-allotment option).

Additionally, the underwriters are entitled to a deferred underwriting

discount of 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the

underwriters’ over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriters’ over-allotment option,

$12,250,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the deferred underwriting fee of $12,250,000 payable upon the completion of the Company’s initial Business Combination, subject to the terms of the underwriting agreement.

The underwriters are entitled to a cash underwriting discount of $5,000,000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ over-allotment option).

Additionally, the underwriters are entitled to a deferred underwriting discount of 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $12,250,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Critical Accounting Estimates

The preparation of the unaudited condensed financial

statements and related disclosures included in this Report under Item 1.

“Financial Statements” in conformity with GAAP requires

Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported.

estimates requires Management to exercise significant judgement.

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 unaudited condensed financial statements included in this

Report under Item 1.

“Financial Statements”, which Management consider in formulating its estimated, could change in the near

term due to one or more future confirming events.

The preparation of the unaudited condensed financial statements and related disclosures included in this Report under Item 1.

“Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported.

Making estimates requires Management to exercise significant judgement.

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 unaudited condensed financial statements included in this Report under Item 1.

“Financial Statements”, which Management consider in formulating its estimated, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could materially differ from those estimates.

March 31, 2026, we did not have any critical accounting estimates to be disclosed.

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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 2. Management’s Discussion and Analysis