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Jaws Mustang Acquisition Corp

For the period ended Jun 30, 2025. Filed Aug 11, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 11, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001410578-25-001335

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-11.

0001410578-25-001671

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 50 previous paragraphs and 51 current paragraphs.

35 unchanged; 14 reworded; 2 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

For the three months ended June 30, 2025, we had a net income of $240,199, which consisted of interest earned on cash held in Trust Account of $6,945 and change in fair value of warrant liabilities of $372,250, partially offset by general and administrative expenses of $138,996.

Current report

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.
Removed paragraphs (1)

Previous report

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the 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 this ASU and existing segment disclosures in Topic 280. This 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 as required has adopted ASU 2023-07.
Reworded paragraphs (14)

Previous wording

On November 26, 2024, the Company held an extraordinary general meeting of shareholders (A) to amend, by way of special resolution, the Company’s Memorandum and Articles of Association to extend the date termination date by which the Company has to consummate a business combination from December 4, 2024 to January 4, 2025 and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to twenty-three times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 4, 2026, or a total of up to twenty-three months after the Charter Extension Date, unless the closing of a business combination shall have occurred prior thereto. In connection with the vote to approve the Extension Amendment Proposal, the holders of 1,315,813 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.48 per share, for an aggregate redemption amount of approximately $15,111,008. Following the extraordinary general meeting, the Termination Date was extended five times on a monthly basis until June 4, 2025.

Current wording

On November 26, 2024, the Company held an extraordinary general meeting of shareholders (A) to amend, by way of special resolution, the Company’s Memorandum and Articles of Association to extend the date termination date by which the Company has to consummate a business combination from December 4, 2024 to January 4, 2025 and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to twenty-three times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until December 4, 2026, or a total of up to twenty-three months after the Charter Extension Date, unless the closing of a business combination shall have occurred prior thereto. In connection with the vote to approve the Extension Amendment Proposal, the holders of 1,315,813 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.48 per share, for an aggregate redemption amount of approximately $15,111,008. Following the extraordinary general meeting, the Termination Date was extended eight times on a monthly basis until September 4, 2025.

Previous wording

For the three months ended March 31, 2024, we had a net loss of $7,159,904, which consisted of loss from general and administrative expenses of $633,880 and change in fair value of warrant liabilities of $6,700,500, partially offset by interest earned on cash and investments held in the Trust Account of $174,476.

Current wording

For the six months ended June 30, 2025, we had a net loss of $267,778, which consisted of general and administrative expenses of $281,547, partially offset by interest earned on cash held in Trust Account of $13,769.

Previous wording

For the three months ended March 31, 2025, we had a net loss of $507,977, which consisted of change in fair value of warrant liabilities of $372,250 and general and administrative expenses of $142,551 partially offset by interest earned on cash held in the Trust Account of $6,824.

Current wording

For the six months ended June 30, 2024, we had a net loss of $2,818,131, which consisted of general and administrative expenses of $906,450 and change in fair value of warrant liabilities of $2,233,500, partially offset by interest earned on cash held in Trust Account of $321,819.

Previous wording

For the three months ended March 31, 2024, cash used in operating activities was $237,647. Net loss of $7,159,904 was affected by change in fair value of warrant liabilities of $6,700,500 and interest earned on cash and investments held in the Trust Account of $174,476. Changes in operating assets and liabilities used $396,233 of cash for operating activities.

Current wording

For the six months ended June 30, 2025, cash used in operating activities was $280,910. Net loss of $267,778 was affected by interest earned on cash held in Trust Account of $13,769. Changes in operating assets and liabilities provided $637 of cash for operating activities.

Previous wording

For the three months ended March 31, 2025, cash used in operating activities was $165,902. Net loss of $507,977 was affected by change in fair value of warrant liabilities of $372,250 and interest earned on cash held in the Trust Account of $6,824. Changes in operating assets and liabilities used $23,351 of cash for operating activities.

Current 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.

Previous wording

As of March 31, 2025, we had cash held in the Trust Account of $1,042,177. 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 three months ended March 31, 2025, the Company did not withdraw any amount from Trust Account in connection with the redemption. For the period ended December 31, 2024, the Company withdrew $22,773,579 from Trust Account in connection with the redemption.

Current wording

As of June 30, 2025, we had cash held in the Trust Account of $1,049,122. 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, 2025, the Company did not withdraw any amount from Trust Account in connection with the redemption. For the period ended December 31, 2024, the Company withdrew $22,773,579 from Trust Account in connection with the redemption.

Previous wording

As of March 31, 2025, we had cash of $153,305. 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 June 30, 2025, we had cash of $38,297. 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

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our 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 loans may be convertible into warrants at a price of $2.00 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants. As of March 31, 2025 and December 31, 2024, there were $500,000 and $500,000 outstanding under the working capital loans, respectively.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our 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 loans may be convertible into warrants at a price of $2.00 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants. As of June 30, 2025 and December 31, 2024, there were $500,000 outstanding under the working capital loans.

Previous wording

On August 8, 2023, the Company issued the August 2023 Note to our Sponsor. The August 2023 Note provides up to $500,000 for withdrawal and does not incur interest. The August 2023 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 the August 2023 Note as of March 31, 2025. As of March 31, 2025 and December 31, 2024, there were amounts of $500,000 and $500,000 outstanding under the August 2023 Note, respectively.

Current wording

On August 8, 2023, the Company issued the August 2023 Note to our Sponsor. The August 2023 Note provides up to $500,000 for withdrawal and does not incur interest. The August 2023 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 the August 2023 Note as of June 30, 2025. As of June 30, 2025 and December 31, 2024, there were amounts of $500,000 outstanding under the August 2023 Note.

Previous wording

On March 13, 2024, the Company issued the March 2024 Note to our Sponsor. The March 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 March 2024 Note is due upon the earlier of the closing of a business combination or wind up. On April 15, 2024, our sponsor assigned the March 2024 Note, and all of its right, title, interest in and obligation under the March 2024 Note, to Starwood Capital Group Management, L.L.C. The Company borrowed an additional $140,000 on July 22, 2024. As of March 31, 2025 and December 31, 2024, there were amounts of $500,000 and $500,000 outstanding under the March 2024 Note, respectively.

Current wording

On March 13, 2024, the Company issued the March 2024 Note to our Sponsor. The March 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 March 2024 Note is due upon the earlier of the closing of a business combination or wind up. On April 15, 2024, our sponsor assigned the March 2024 Note, and all of its right, title, interest in and obligation under the March 2024 Note, to Starwood Capital Group Management, L.L.C. The Company borrowed an additional $140,000 on July 22, 2024. As of June 30, 2025 and December 31, 2024, there were amounts of $500,000 outstanding under the March 2024 Note.

Previous 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, 2026, assuming all extensions are exercised, 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 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 December 4, 2026. 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 by September 4, 2025 (or up to December 4, 2026, assuming all extensions are exercised), assuming all extensions are exercised, 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 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, 2025 (or up to December 4, 2026, assuming all extensions are exercised). Management intends to complete a Business Combination prior to the mandatory liquidation date.

Previous wording

Net loss per ordinary share is computed by dividing the net loss 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 (loss) per ordinary share is computed by dividing the net income (loss) 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.

Previous wording

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 unaudited condensed financial statements.

Current wording

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.