Maywood Acquisition Corp. 2 10-Q

Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations References to the "Company," "our," "us" or "we" refer to Maywood Acquisition Corp. 2. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Forward-Looking Statements This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q, including, without limitation, statements in this "Management’s Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or the future financial performance of the Company and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Overview We are a blank check company incorporated as a Cayman Islands exempted company on June 3, 2025. We were 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 or entities (a "Business Combination"). We have not selected any specific Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. We may pursue a Business Combination target in any industry or geographic location. We intend to use cash derived from the proceeds of our Initial Public Offering and the sale of the Private Placement Units, our capital stock, debt or a combination of cash, stock and debt, in effecting a Business Combination. As of June 30, 2026, we had not commenced any operations. All activity through June 30, 2026 related to our formation and the Initial Public Offering. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. Prior to the consummation of the Initial Public Offering, we generated limited non-operating income in the form of interest on cash and cash equivalents. Following the consummation of the Initial Public Offering, we generated non-operating income from investments held in the Trust Account. The registration statement for our Initial Public Offering was declared effective by the SEC on April 13, 2026. On April 15, 2026, we consummated our Initial Public Offering of 10,000,000 units (the "Units") at a price of $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 140,000 private placement units (the "Private Placement Units") to West Pike, LLC, one of our co-sponsors, at a price of $10.00 per Private Placement Unit, generating aggregate gross proceeds of $1,400,000. The underwriter did not exercise its 45-day over-allotment option to purchase up to 1,500,000 additional Units, and the option expired unexercised on May 28, 2026. As a result, 527,027 founder shares held by Stone Bay, LLC became subject to surrender to us for no consideration; the surrender and cancellation of such shares had not been completed as of the date of this Quarterly Report, and 4,040,541 Class B ordinary shares remained issued and outstanding. Upon the closing of the Initial Public Offering and the private placement on April 15, 2026, $100,000,000 ($10.00 per Unit sold in the Initial Public Offering) was placed in a U.S.-based trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee. We will have until 12 months from the closing of the Initial Public Offering (April 15, 2027) (or 15 months (July 15, 2027) in the event that a definitive Business Combination agreement has been publicly announced) to consummate our initial Business Combination. If we are unable to complete a Business Combination within such period, we will redeem the public shares and liquidate. 21 Table of Contents Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through June 30, 2026 were organizational activities, those necessary to prepare for our Initial Public Offering, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. For the three months ended June 30, 2026, we had net income of $751,398, consisting of formation and operating costs of $56,223, and offering costs of $3,155 attributable to the over-allotment option liability, offset by interest income of $1,615, dividend income earned on investments held in the Trust Account of $738,435 and a gain of $70,726 on the change in fair value of the over-allotment option liability. Our operating costs for the period consisted primarily of legal, accounting, regulatory, listing, insurance and other costs associated with operating as a public company and preparing for a Business Combination. For the period from June 3, 2025 (inception) through June 30, 2025, we had a net loss of $4,431, consisting of formation and operating costs. For the six months ended June 30, 2026, we had net income of $746,812, consisting of formation and operating costs of $61,003 and offering costs of $3,155 attributable to the over-allotment option liability, offset by interest income of $1,809, dividend income earned on investments held in the Trust Account of $738,435 and a gain of $70,726 on the change in fair value of the over-allotment option liability. The over-allotment option was recognized as a liability out of the proceeds of the Initial Public Offering on April 15, 2026 and expired unexercised on May 28, 2026, at which time its fair value was zero. Liquidity and Capital Resources As of June 30, 2026, we had $307,155 in cash held outside the Trust Account and working capital of $228,203. Our liquidity needs through June 30, 2026 had been satisfied through a payment of $25,000 from Stone Bay, LLC, one of our co-sponsors, for the founder shares, loans from Stone Bay, LLC under an unsecured promissory note and, following the closing of the Initial Public Offering on April 15, 2026, the net proceeds of the Initial Public Offering and the Private Placement not held in the Trust Account. As of June 30, 2026, $99,000 was outstanding under the promissory note. For the six months ended June 30, 2026, net cash used in operating activities was $110,888. Net income of $746,812 was adjusted for dividend income earned on investments held in the Trust Account of $738,435, the $70,726 gain on the change in fair value of the over-allotment option liability and $3,155 of offering costs attributable to that liability (all non-cash items) and formation and operating costs of $640 paid directly by the Sponsors through the related party payable, and was further affected by changes in operating assets and liabilities of $(52,334), consisting of an increase in prepaid expenses of $61,544, partially offset by an increase in accounts payable and accrued expenses of $5,042 and an increase of $4,168 in amounts accrued under the administrative services agreement. For the six months ended June 30, 2026, net cash used in investing activities was $100,000,000, consisting of cash deposited into the Trust Account upon the closing of the Initial Public Offering and the Private Placement. For the six months ended June 30, 2026, net cash provided by financing activities was $100,408,655, consisting of $100,000,000 of gross proceeds from the Initial Public Offering, $1,330,000 of cash proceeds from the sale of the Private Placement Units and $80,000 of drawdowns under the promissory note from Stone Bay, LLC, partially offset by $1,001,345 of offering costs paid. The remaining $70,000 of the $1,400,000 Private Placement purchase price was funded through a non-cash settlement of the promissory note. On April 15, 2026, we consummated our Initial Public Offering and the related private placement, generating aggregate gross proceeds of $101,400,000, of which $100,000,000 was placed in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned thereon (less amounts required to pay taxes, if any), to complete our initial Business Combination. 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, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to finance transaction costs in connection with a Business Combination, our co-sponsors or an affiliate of our co-sponsors, or certain of our officers and directors, may, but are not obligated to, loan us funds as may be required (the "Working Capital Loans"). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into private placement units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. As of June 30, 2026, no Working Capital Loans were outstanding. 22 Table of Contents Going Concern As of June 30, 2026, we had $307,155 in cash held outside the Trust Account and working capital of $228,203. We have until April 15, 2027 (or July 15, 2027 in the event that a definitive Business Combination agreement has been publicly announced) to consummate our initial Business Combination. In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, "Presentation of Financial Statements – Going Concern," management has determined that our mandatory liquidation and subsequent dissolution, should a Business Combination not be completed by April 15, 2027, raise substantial doubt about our ability to continue as a going concern for a period of one year after the date the accompanying unaudited financial statements are issued. Management intends to address this uncertainty through the completion of a Business Combination or a valid extension of the completion period; however, there can be no assurance that these plans will be successful. The unaudited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern. Off-Balance Sheet Arrangements and Contractual Obligations As of June 30, 2026, we had no material off-balance sheet arrangements or long-term contractual cash requirements other than the promissory note and the administrative services agreement described in Notes 5 and 6 to the unaudited financial statements included in this Quarterly Report. Critical Accounting Estimates The preparation of our unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The valuation of the over-allotment option involved significant estimates and assumptions, including the fair value of the underlying Units, expected volatility and the risk-free interest rate. The valuation of the warrants, the rights and the representative shares issued in connection with the Initial Public Offering involved significant estimates and assumptions, including the fair value of the underlying Class A ordinary shares and the probability of completing a Business Combination. These estimates are described in Note 8 to the unaudited financial statements. Actual results could differ materially from those estimates. 23 Table of Contents Item 3 – 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.