Jaws Mustang Acquisition Corp

Previous wording

On February 5, 2024, the Company received written notice from NYSE American LLC (“NYSE American”) indicating that the staff of NYSE American has determined to commence proceedings to delist the Company’s securities from NYSE American. NYSE American reached its decision to delist the Company’s securities pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because the Company failed to consummate a business combination (i) within 36 months of the effectiveness of its IPO registration statement, or (ii) such shorter period that the Company specified in its registration statement. The Company has a right to a review of NYSE American’s staff’s determination to delist the securities by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of NYSE American (the “Panel”). The Company timely requested a review of the NYSE American’s staff’s determination to delist the Company’s securities before the Panel to request sufficient time to complete the Company’s previously disclosed potential business combination with the Starwood Capital Entities.

Current wording

On February 5, 2024, the Company received a written notice from the New York Stock Exchange — American LLC (“NYSE American”) indicating that the staff of NYSE American (the “Staff”) has determined to commence proceedings to delist the Company’s (i) units, each consisting of one Class A Ordinary Share, and one-fourth of one redeemable warrant (“Units”), (ii) Class A Ordinary Shares and (iii) redeemable warrants included as part of the Units (each, a “Warrant”), each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 (collectively, the “Securities”) of the Company. NYSE American reached its decision to delist the Company’s Securities pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because the Company failed to consummate a business combination (i) within 36 months of the effectiveness of its initial public offering registration statement or (ii) such shorter period that the Company specified in its registration statement. The Company has a right to a review of the Staff determination to delist the Securities by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of NYSE American (the “Panel”). The Company timely requested the hearing before the Panel to request sufficient time to complete a business combination.

Previous wording

For the three months ended June 30, 2024, we had a net income of $4,341,773, which consisted of interest earned on cash held in Trust Account of $147,343 and change in fair value of warrant liabilities of $4,467,000, partially offset by general and administrative expenses of $272,570.

Current wording

For the three months ended September 30, 2024, we had a net income of $2,928,626, which consisted of interest earned on cash held in Trust Account of $149,324 and change in fair value of warrant liabilities of $2,978,000, partially offset by general and administrative expenses of $198,698.

Previous wording

For the three months ended June 30, 2023, we had a net income of $2,210,541, which consisted of interest earned on cash and investments held in the Trust Account of $203,605 and change in fair value of warrant liabilities of $2,233,500, offset by general and administrative expenses of $226,564.

Current wording

For the three months ended September 30, 2023, we had a net income of $1,198,214, which consisted of a gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities of $311,527, change in fair value of warrant liabilities of $372,250, a gain from general and administrative expense of $298,498, which includes a gain for forgiveness of previously recorded liabilities of $695,909 and interest earned on cash and investments held in the Trust Account of $215,939.

Previous wording

For the six months ended June 30, 2024, cash used in operating activities was $382,900. Net loss of $2,818,131 was affected by change in fair value of warrant liabilities of $2,233,500 and interest earned on cash held in Trust Account of $321,819. Changes in operating assets and liabilities provided $523,550 of cash for operating activities.

Current wording

For the nine months ended September 30, 2024, cash used in operating activities was $443,431. Net income of $110,495 was affected by change in fair value of warrant liabilities of $744,500 and interest earned on cash held in Trust Account of $471,143. Changes in operating assets and liabilities provided $661,717 of cash for operating activities.

Previous wording

For the six months ended June 30, 2023, cash used in operating activities was $571,993. Net income of $4,617,989 was affected by change in fair value of warrant liabilities of $744,500, relating to the gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability of $467,291 and interest earned on investments held in the Trust Account of $4,278,902. Changes in operating assets and liabilities provided $300,711 of cash for operating activities.

Current wording

For the nine months ended September 30, 2023, cash used in operating activities was $906,192. Net income of $5,816,203 was affected by change in fair value of warrant liabilities of $1,116,750, relating to the gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability of $778,818 and interest earned on investments held in the Trust Account of $4,494,841. Changes in operating assets and liabilities used $331,986 of cash for operating activities.

Previous wording

As of June 30, 2024, we had cash held in the Trust Account of $15,788,393. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, 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. For the six months ended June 30, 2024, the Company withdrew $7,662,572 from Trust Account in connection with the redemption.

Current wording

As of September 30, 2024, we had cash held in the Trust Account of $16,012,716. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, 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. For the nine months ended September 30, 2024, the Company withdrew $7,662,572 from Trust Account in connection with the redemption.

Previous wording

As of June 30, 2024, we had cash of $30,219. 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.

Current wording

As of September 30, 2024, we had cash of $34,688. 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.

Previous wording

On August 8, 2023, the Company entered into the Note with the Sponsor. The Note provides up to $500,000 for withdrawal and does not incur interest. The Note is due upon the earlier of the closing of a Business Combination or wind up. The Company borrowed the full $500,000 on August 8, 2023 and no further borrowings are available under this Note as of June 30, 2024. On March 13, 2024, the Company issued the 2024 Note to our Sponsor. The 2024 Note provides up to $500,000 for withdrawal and does not incur interest. The Company borrowed $125,000 on March 14, 2024 and an additional $235,000 on March 28, 2024, and the Company can borrow up to an additional $140,000 on the 2024 Note. The 2024 Note is due upon the earlier of the closing of a business combination or wind up. On April 15, 2024, the Sponsor assigned the 2024 Note, and all of its right, title, interest in and obligation under the 2024 Note, to Starwood Capital Group Management, LLC.

Current wording

On March 13, 2024, the Company issued another promissory note to the Sponsor (the “2024 Note”, and together with the Note, the “Notes”). The 2024 Note provides up to $500,000 for withdrawal and does not incur interest. The Company borrowed $125,000 on March 14, 2024 and an additional $235,000 on March 28, 2024. The 2024 Note is due upon the earlier of the closing of a business combination or wind up. On April 15, 2024, the Sponsor assigned the 2024 Note, and all of its right, title, interest in and obligation under the 2024 Note, to Starwood Capital Group Management, LLC. The Company borrowed an additional $140,000 on July 22, 2024. As of September 30, 2024 and December 31, 2023, there were amounts of $500,000 and $0 outstanding under the 2024 Note, respectively.

Previous wording

If the Business Combination is not consummated, the Company will need to raise additional capital through loans on additional investments from the Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and the 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. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These 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 the Company be unable to continue as a going concern.

Current wording

If the Business Combination is not consummated, the Company will need to raise additional capital through loans on additional investments from the Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and the 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

Previous wording

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until September 4, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 4, 2024. Management intends to complete a Business Combination prior to the mandatory liquidation date.

Current wording

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” the Company has until December 4, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 4, 2024. Management intends to complete a Business Combination prior to the mandatory liquidation date.

Previous wording

Net (Loss) Income per Ordinary Share

Current wording

Net Income per Ordinary Share

Previous wording

Net (loss) income per ordinary share is computed by dividing the net (loss) income by the weighted average number of ordinary shares outstanding during the period. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from the earnings per share as the redemption value approximates fair value.

Current wording

Net income per ordinary share is computed by dividing the net income by the weighted average number of ordinary shares outstanding during the period. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income of the Company. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from the earnings per share as the redemption value approximates fair value.