United Acquisition Corp. I 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Note Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Annual 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 Annual 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 financial statements and the notes thereto contained elsewhere in this Annual Report. 36 Overview We are a blank check company incorporated in the Cayman Islands on October 22, 2025 formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. 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. Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 22, 2025 (inception) through December 31, 2025 were organizational activities, those necessary to prepare for the initial public offering, described below, and subsequent to the closing of the initial public offering, 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. We expect to generate non-operating income in the form of interest and/or dividend income on investments held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses. For the period from October 22, 2025 (inception) through December 31, 2025, we had a net loss $395,502, which consisted of formation, general, and administrative costs of $49,502 and share-based compensation expense of $346,000. 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. As of December 31, 2025, we had cash of $1,960 and working capital deficit of $354,610. Subsequent to the annual period covered by this Annual Report on Form 10-K, on January 30, 2026, we consummated the initial public offering of 10,000,000 units, at $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 an aggregate of 275,000 private placement units, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $2,750,000. Of those 275,000 private placement units, the Sponsor purchased 175,000 private placement units, and the underwriters purchased 100,000 private placement units. In addition, we consummated the sale of an aggregate of 2,333,333 private placement warrants, at a price of $0.75 per private placement warrant, $1,750,000 in the aggregate, to the Sponsor. We incurred total transaction costs of $5,536,580, consisting of $1,500,000 of cash underwriting fees, $3,500,000 of deferred underwriting fees, and $536,580 of other offering costs. On February 12, 2026, we consummated the closing of an additional 182,300 units sold pursuant to the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $1,823,000. On February 12, 2026, simultaneously with the sale of the additional units, we consummated the private sale of an additional 2,280 private placement units to the Sponsor and underwriters generating gross proceeds of $22,800. Of those 2,280 private placement units, the Sponsor purchased 457 private placement units while the underwriters purchased 1,823 private placement units. In addition, we also consummated the private sale of an additional 6,060 private placement warrants to the Sponsor generating gross proceeds of $4,545. We incurred additional transaction costs totaling to $91,150, consisting of $27,345 of cash underwriting fees and $63,805 of deferred underwriting fees. 37 As of February 12, 2026, a total of $101,823,000 of the net proceeds from the initial public offering (including the additional units sold as the result of the partial exercise by the underwriters of their over-allotment option) and the sale of the private placement units and private placement warrants were placed in the trust account. For the period from October 22, 2025 (inception) through December 31, 2025, net cash used in operating activities was $26,040. Net loss of $395,502 was affected by payment of formation, general, and administrative costs through promissory note – related party of $11,462, share-based compensation expense of $346,000, and changes in accrued expenses of $12,000. 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. 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 finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company up to $1,500,000. If we complete a business combination, we would repay the working capital loans. 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 the working capital loans but no proceeds from the trust account would be used to repay the working capital loans. The working capital loans are convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. 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 to pay the Sponsor, or affiliates of the Sponsor, a monthly fee of $20,000 for office space, utilities and secretarial and administrative services. Upon completion of the initial business combination or liquidation, we will cease paying these monthly fees. The underwriters had a 45-day option from the date of the initial public offering to purchase up to an additional 1,500,000 units to cover over-allotments, if any. On February 12, 2026, the underwriters elected to partially exercise their over-allotment option to purchase an additional 182,300 units at a price of $10.00 per unit. On March 14, 2026, the remaining portion of the underwriters’ over-allotment option expired. 38 The underwriters were entitled to a cash underwriting discount of $1,500,000 (1.50% of the gross proceeds of the Units sold in the initial public offering) paid at the closing of the initial public offering. The underwriters were entitled to a cash underwriting discount of $0.15 per additional Unit or $27,345 in aggregate, paid on February 12, 2026. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.50% of the gross proceeds of the initial public offering held in the trust account, $3,500,000 in the aggregate, due upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. The underwriters are also entitled to a deferred underwriting discount of 3.50% of the gross proceeds of the sale of additional units held in the trust account, $63,805 in the aggregate, due upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement. Critical Accounting Estimates and Policies We have identified the following as our critical accounting policies. See Note 2 “Summary of Significant Accounting Policies” of our financial statements and notes thereto included in this Annual Report under Item 8. “Financial Statements and Supplementary Data” for additional information regarding these critical accounting policies and other significant accounting policies. Use of Estimates The preparation of the financial statements and notes thereto included in this Annual Report under Item 8. “Financial Statements and Supplementary Data” in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our financial statements and notes thereto included in this Annual Report under Item 8. “Financial Statements and Supplementary Data” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed. Deferred Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the initial public offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate initial public offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating initial public offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. On January 30, 2026, upon completion of the initial public offering, and on February 12, 2026 upon the sale of the additional Units as a result of the underwriters’ partial exercise of their over-allotment option, offering costs allocated to the Public Shares subject to possible redemption are charged to temporary equity and offering costs allocated to the Public Warrants, Private Placement Units, and Private Placement Warrants are charged to shareholders’ deficit as Public and Private Placement Warrants, after management’s evaluation, are accounted for under equity treatment. 39 Share-Based Payment Arrangements The Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a business combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on October 22, 2025, the date of its inception. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Item 7A. 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. Item 8. Financial Statements and Supplementary Data Reference is made to pages F-1 through F-15 comprising a portion of this Annual Report, which are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.