Amanat Acquisition flags going-concern warning
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Amanat Acquisition Corp. signed a business combination agreement with Corxel Pharmaceuticals, Inc. and its sole stockholder, Corxel Pharmaceuticals Limited; the agreement implies a $200 million equity value for Corxel. The transaction is expected to close in the first half of 2027, subject to shareholder approvals, expiration or termination of the HSR Act waiting period, and other closing conditions. Amanat’s public shareholders may redeem shares for cash immediately before the domestication.
For the quarter ended September 30, 2026, Amanat reported a $1.48 million net loss, including $2.07 million in formation and administrative costs and $681,207 in trust investment interest. It held $75.97 million in trust and $1.08 million in cash outside the trust at quarter-end.
Management said the company lacked liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern. Amanat must complete a business combination within its 24-month completion window or liquidate.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointManagement cited substantial doubt and insufficient liquidity for at least one year.
Filing Explained
Closing requires two hundred million dollars of qualifying cash; seller consideration may be shares or warrants, and Founder Shares have a twenty percent conversion formula.
The Amanat-Corxel combination remains pending: under the agreement, Corxel shares would convert into New Corxel common stock or, at Parent’s election, pre-funded warrants as seller consideration. That equity-linked consideration can add shares to the post-close share count if stock is issued or warrants are exercised, reducing existing holders’ ownership percentages absent offsetting changes.
A pre-funded warrant converts into shares when exercised and has a nominal exercise price, so that alternative is not an immediate share issuance. As of
Closing also requires at least
Key Figures
Key Terms
Business Combination technical
Completion Window technical
HSR Act regulatory
redemption value financial
net tangible assets financial
held-to-maturity securities financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the implied Corxel equity value in AMAN’s proposed deal?
When is AMAN’s proposed Corxel business combination expected to close?
What cash proceeds condition applies to AMAN’s proposed Corxel combination?
What net tangible asset threshold applies to AMAN’s proposed deal?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| N/A | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 11, 2026, there were
AMANAT ACQUISITION CORP
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Page | ||
| Part I. Financial Information | 1 | |
| Item 1. Financial Statements | 1 | |
| Condensed Balance Sheet as of September 30, 2026 (Unaudited) | 1 | |
| Condensed Statements of Operations for the Three Months Ended September 30, 2026 and for the Period from January 13, 2026 (Inception) through September 30, 2026 (Unaudited) | 2 | |
| Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2026 and for the Period from January 13, 2026 (Inception) through September 30, 2026 (Unaudited) | 3 | |
| Condensed Statement of Cash Flows for the Period from January 13, 2026 (Inception) through September 30, 2026 (Unaudited) | 4 | |
| Notes to Condensed Financial Statements (Unaudited) | 5 | |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 28 | |
| Item 4. Controls and Procedures | 28 | |
| Part II. Other Information | 29 | |
| Item 1. Legal Proceedings | 29 | |
| Item 1A. Risk Factors | 29 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 29 | |
| Item 3. Defaults Upon Senior Securities | 29 | |
| Item 4. Mine Safety Disclosures | 29 | |
| Item 5. Other Information | 29 | |
| Item 6. Exhibits | 30 | |
| Signatures | 31 |
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
AMANAT ACQUISITION CORP
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2026
(UNAUDITED)
| ASSETS | ||||
| Current Assets | ||||
| Cash | $ | |||
| Prepaid expenses | ||||
| Total Current Assets | ||||
| Long-term prepaid insurance | ||||
| Cash and investments held in Trust Account | ||||
| TOTAL ASSETS | $ | |||
| LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | ||||
| Current Liabilities | ||||
| Accounts payable and accrued expenses | $ | |||
| Accrued offering costs | ||||
| Total Current Liabilities | ||||
| Deferred professional fees | ||||
| Deferred underwriting fee payable | ||||
| Total Liabilities | ||||
| Commitments and Contingencies (Note 6) | ||||
| Class A ordinary shares subject to possible redemption, $ | ||||
| Shareholders’ Deficit | ||||
| Preference shares, $ | — | |||
| Class A ordinary shares, $ | ||||
| Class B ordinary shares, $ | ||||
| Additional paid-in capital | — | |||
| Accumulated deficit | ( | ) | ||
| Total Shareholders’ Deficit | ( | ) | ||
| TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | $ | |||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
AMANAT ACQUISITION CORP
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended September 30, |
For the Period from January 13, 2026 (Inception) Through September 30, |
|||||||
| 2026 | 2026 | |||||||
| Formation, general and administrative costs | $ | $ | ||||||
| Share-based compensation expense | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income: | ||||||||
| Change in fair value of over-allotment option liability | ||||||||
| Interest earned on investments held in Trust Account | ||||||||
| Total other income | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average Class A ordinary shares outstanding | ||||||||
| Basic and diluted net loss per Class A ordinary share | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average Class B ordinary shares outstanding | ||||||||
| Basic and diluted net loss per Class B ordinary share | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
AMANAT ACQUISITION CORP
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026 AND
FOR THE PERIOD FROM JANUARY 13, 2026 (INCEPTION) THROUGH SEPTEMBER 30, 2026
| Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in | Accumulated | Total Shareholders’ |
||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — January 13, 2026 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Issuance of Class B ordinary shares to Sponsor | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – March 31, 2026 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Sale of Private Placement Shares | — | — | — | |||||||||||||||||||||||||
| Allocated value of transaction costs to Private Placement Shares and over-allotment option | — | — | — | — | ( | ) | — | ( | ) | |||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||
| Accretion of Class A ordinary shares to redemption amount | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – June 30, 2026 | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||
| Accretion of Class A ordinary shares to redemption amount | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Forfeiture of Class B ordinary shares | — | — | ( | ) | ( | ) | — | — | ||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – September 30, 2026 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
AMANAT ACQUISITION CORP
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 13, 2026 (INCEPTION) THROUGH SEPTEMBER 30, 2026
(UNAUDITED)
| Cash Flows from Operating Activities: | ||||
| Net loss | $ | ( | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Payment of formation, general and administrative expenses through promissory note – related party | ||||
| Interest earned on investments held in Trust Account | ( | ) | ||
| Share-based compensation expense | ||||
| Change in fair value of over-allotment option liability | ( | ) | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | ( | ) | ||
| Long-term prepaid insurance | ( | ) | ||
| Deferred professional fees | ||||
| Accounts payable and accrued expenses | ||||
| Net cash used in operating activities | ( | ) | ||
| Cash Flows from Investing Activities: | ||||
| Investment of cash in Trust Account | ( | ) | ||
| Net cash used in investing activities | ( | ) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds from sale of Public Shares, net of underwriting discounts paid | ||||
| Proceeds from sale of Private Placement Shares | ||||
| Repayment of promissory note – related party | ( | ) | ||
| Payment of offering costs | ( | ) | ||
| Net cash provided by financing activities | ||||
| Net Change in Cash | ||||
| Cash – Beginning of period | — | |||
| Cash – End of period | $ | |||
| Non-cash investing and financing activities: | ||||
| Offering costs included in accrued offering costs | $ | |||
| Offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares | $ | |||
| Offering costs paid through promissory note - related party | $ | |||
| Prepaid services paid by Sponsor through the promissory note – related party | $ | |||
| Deferred underwriting fee payable | $ | |||
| Forfeiture of Class B ordinary shares | $ | |||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Amanat Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on
As of September 30, 2026, the Company had not commenced any operations. All activity for the period from
The registration statement for the Company’s Initial Public Offering was declared effective on May 18, 2026. On May 20, 2026, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Transaction costs amounted to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The rules of Nasdaq require that the Company must complete one or more Business Combinations having an aggregate fair market value of at least
5
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
The Sponsor, officers, directors and advisors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to the Founder Shares (as described in Note 5), Private Placement Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines that it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to the Founder Shares, Private Placement Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with a shareholder vote to approve an amendment to the articles (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem
The Company will have until (i) the period ending on the date that is
6
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Completion Window. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
Business Combination Agreement
On October 25, 2026, the Company, Cairo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Corxel Pharmaceuticals, Inc., a Delaware corporation (“Corxel”), and Corxel Pharmaceuticals Limited, a Cayman Islands exempted company and the sole stockholder of Corxel (“Parent”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were unanimously approved by Corxel’s board of directors and approved by the Company’s board of directors. The Business Combination is expected to close in the first half of 2027, following the receipt of the requisite approvals of the Company’s shareholders and Corxel’s sole stockholder and the fulfillment of other customary closing conditions, including the expiration or termination of the applicable waiting period under the HSR Act (as defined below).
The Domestication
The Business Combination Agreement provides, among other things, that at least one business day prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing” and the date upon which the Closing actually occurs, the “Closing Date”), the Company will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part 12 of the Companies Act (Revised) of the Cayman Islands (the “Domestication”). In connection with the Domestication, (i) each outstanding Class A Class A Ordinary Share of the Company, each outstanding Class B Ordinary Share of the Company and each outstanding preference share of the Company that is issued and outstanding immediately prior to the Domestication will be converted into one share of common stock, par value $
7
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
Company Shareholder Redemptions
The Company will provide the holders of Class A Shares the right to have all or a portion of their Class A Shares redeemed for cash in connection with the Business Combination, in accordance with the Company’s governing documents, for a per-share price equal to the pro rata portion of the funds then in the Trust Account (including interest not previously released to pay taxes). Any such redemptions will occur immediately prior to the consummation of the Domestication.
The Merger
Subject to the terms and conditions of the Business Combination Agreement, following the Domestication, Merger Sub will merge with and into Corxel, with Corxel as the surviving company (the “Surviving Company”) in the merger (the “First Merger”). Immediately following the First Merger, on the Closing Date and as part of the same overall transaction, the Surviving Company will merge with and into a separate wholly-owned subsidiary of the Company (“Merger Sub II”), with Merger Sub II surviving such second merger (the “Second Merger” and together with the First Merger, the “Merger”) as a wholly-owned subsidiary of the Company. At the time the First Merger becomes effective (the “Effective Time”), each share of Corxel common stock (collectively, “Corxel Shares”) issued and outstanding as of immediately prior to the Effective Time will be automatically canceled and extinguished and converted into the right to receive a number of shares of New Corxel Common Stock equal to an exchange ratio, which is based on an implied Corxel equity value of $
Each option to purchase Parent Common Shares (as defined in the Business Combination Agreement) that is outstanding immediately prior to the Effective Time (each, a “Parent Option”) will be treated as follows: (i) certain Parent Options identified in the Business Combination Agreement (each, an “Applicable Parent Option”), whether vested or unvested, will cease to represent the right to purchase Parent Common Shares and will be canceled in exchange for an option to purchase New Corxel Common Stock (each, a “Rollover Option”) under the equity incentive plan to be adopted by the Company in advance of the Closing (the “New Corxel Equity Incentive Plan”), in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common Shares subject to such Applicable Parent Option immediately prior to the Effective Time, multiplied by (y) the option exchange ratio set forth on the allocation schedule (the “Option Exchange Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Applicable Parent Option immediately prior to the Effective Time, divided by (B) the Option Exchange Ratio, with each Rollover Option generally remaining subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Applicable Parent Option immediately prior to the Effective Time; and (ii) each Parent Option that is not an Applicable Parent Option (each, an “Unassumed Parent Option”) will not be assumed and instead will represent the right to receive a number of shares of New Corxel Common Stock (or, if applicable, the cash equivalent thereof) equal to the product (rounded down to the nearest whole number) of (x) the number of Parent Common Shares subject to such Unassumed Parent Option immediately prior to the Effective Time, multiplied by (y) the Option Exchange Ratio, reflecting the net value of such option after giving effect to its exercise price, without any further payment of an exercise price by the holder. Additionally, at the Effective Time, each EIP Share (as defined in the Business Combination Agreement) will be canceled in exchange for the right to receive a number of shares of New Corxel Common Stock equal to the Exchange Ratio.
After the Closing, Parent intends to distribute or dividend to its shareholders (whether pro rata or pursuant to one or more exchange or redemption arrangements with one or more of its shareholders) all or any portion of the New Corxel Common Stock, pre-funded warrants and other consideration received by Parent pursuant to the Business Combination Agreement (or the proceeds thereof), including in connection with the cash settlement of any Unassumed Parent Options.
8
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto (the “Parties”) that are customary for transactions of this type, including with respect to the operations of the Company and Corxel prior to the Closing and the preparation and filing of a registration statement on Form S-4 relating to the Business Combination containing a prospectus and proxy statement of the Company (the “Registration Statement / Proxy Statement”) with the Securities and Exchange Commission (the “SEC”). The Parties have also undertaken to procure clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). In addition, the board of directors of the Company has agreed to adopt the New Corxel Incentive Plan and the New Corxel Employee Stock Purchase Plan (as defined and described below) prior to the effectiveness of the Registration Statement / Proxy Statement, as described in the Business Combination Agreement.
Governance
the Company has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the New Corxel board of directors will initially consist of a number of directors determined by Corxel, divided into three classes designated Class I, II and III, which directors will include one or more independent designees determined by Corxel following consultation with the Company. If, following the final the Company shareholder redemption, the amount then remaining in the trust account containing the proceeds of the Company’s initial public offering (after giving effect to the aggregate amount of all the Company shareholder redemptions) is greater than $
Conditions to Closing
The obligation of the Parties to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act and any agreement between a party with any governmental entity not to consummate transactions contemplated by the Business Combination, (ii) no order or law or other legal restraint or prohibition issued by any governmental entity enjoining, prohibiting or preventing the consummation of the Business Combination (including the Domestication and the Merger) being in effect, (iii) the effectiveness of the Registration Statement / Proxy Statement, (iv) receipt of the written consent of Parent, as the sole stockholder of Corxel (the “Corxel Stockholder Written Consent”), and the requisite approval of the Company’s shareholders, (v) the approval for listing of the New Corxel Common Stock on Nasdaq, (vi) after giving effect to the Business Combination (including the PIPE Financing (as described below) and any the Company shareholder redemptions), the Company having at least $
The obligation of the Company to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no Company Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, and (ii) Corxel having identified and publicly announced a Chief Executive Officer and a board of directors of New Corxel, in each case to serve effective as of immediately following the Closing. During the pre-Closing period, Corxel may not hire a Chief Executive Officer without first reasonably consulting with the Company, and Corxel must consider in good faith any comments provided by the Company in connection with that consultation.
The obligation of Corxel to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no SPAC Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) the aggregate cash proceeds available for release from the Company’s trust account (after giving effect to all the Company shareholder redemptions), together with the proceeds from the PIPE Financing (as described below) and aggregate amount of any additional cash and cash equivalents held at closing by the Company not to exceed $
9
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by mutual written consent of the Company and Corxel, (ii) by the Company if the representations and warranties of Corxel or Parent are not true and correct or if Corxel or Parent fails to perform any pre-closing covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by Corxel if the representations and warranties of any the Company Party (as defined in the Business Combination Agreement) are not true and correct or if any the Company Party fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either the Company or Corxel if the Business Combination is not consummated by the applicable termination date set forth in the Business Combination Agreement, subject to certain limited exceptions, (v) by either the Company or Corxel if any governmental entity has issued a final and non-appealable order or taken any other action permanently enjoining, restraining, materially delaying or otherwise prohibiting the Business Combination, (vi) by either the Company or Corxel if the the Company shareholders meeting has been held and concluded and the requisite the Company shareholder approval was not obtained, (vii) by the Company if Corxel has not delivered the Corxel Stockholder Written Consent within two business days after the Registration Statement / Proxy Statement is declared effective, (viii) by Corxel or Parent, prior to delivery of the Corxel Stockholder Written Consent, concurrently with entering into a permitted alternative agreement in connection with a superior offer and payment of the related termination fee; and (ix) by the Company, prior to delivery of the Corxel Stockholder Written Consent, if the Corxel board of directors has made an adverse recommendation change.
The Business Combination Agreement also provides for the payment of certain termination fees in connection with specified terminations. If the Business Combination Agreement is terminated by Corxel or Parent (prior to delivery of the Corxel Stockholder Written Consent) concurrently with entering into a permitted alternative agreement in connection with a superior offer, Corxel will pay the Company the greater of $
Other than with respect to the Termination Fees set forth above, none of the Parties will have any liability or any further obligation under the Business Combination Agreement upon the valid termination of the Business Combination Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each as defined in the Business Combination Agreement).
The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination Agreement contains representations, warranties and covenants that the respective Parties made to each other as of the date of such agreement or other dates specified therein. The assertions embodied in those representations, warranties and covenants were made for purposes of allocating contractual risk between the respective Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the Business Combination Agreement. Such assertions are not intended to establish matters of fact or to provide any other factual information about the Company, Corxel, or any other Party to the Business Combination Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the Parties, are subject to limitations agreed upon by the Parties (including being qualified by confidential disclosures made by the Parties) and are subject to standards of materiality applicable to the Parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any Party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
10
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
Related Agreements
The Business Combination Agreement contemplates the execution of various additional agreements and instruments, including, among others, the following:
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, the Company, Amanat Sponsor Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Corxel entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor, as a holder of Class B ordinary shares has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive any adjustment or any other anti-dilution or similar protection with respect to the Class B ordinary shares in connection with the transactions contemplated by the Business Combination Agreement, (iii) be bound by certain other covenants and agreements related to the Business Combination, and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in the Company.
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, on October 25, 2026, the Company entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors, and other accredited investors, including, among others, certain existing stockholders of Parent (collectively, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, on the Closing Date, shares of New Corxel Common Stock (the “Subscribed Shares”) and/or, in lieu thereof, pre-funded warrants to purchase shares of New Corxel Common Stock (the “PIPE Pre-Funded Warrants”), in each case in the amounts set forth in the applicable Subscription Agreement and signature page thereto. The number of Subscribed Shares is determined based on the applicable purchase price and the Redemption Price (as defined in the Company's Amended and Restated Memorandum and Articles of Association), reduced by the number of shares underlying any PIPE Pre-Funded Warrants elected by such PIPE Investor. The foregoing subscriptions and purchases are for aggregate purchase commitments of $
The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New Corxel Common Stock (including the New Corxel Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; (ii) all conditions precedent to the Closing shall have been satisfied or waived and such closing shall be scheduled to occur substantially concurrently with or immediately following the PIPE closing; and (iii) the absence of specified adverse judgements, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the Business Combination.
The obligations of the Company to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Subscription Agreements.
11
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Business Combination Agreement shall not have been amended, modified, or waived, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect to receive under the Subscription Agreements without the prior written consent of such investor; (ii) the material truth and accuracy of the representations and warranties of the Company in the Subscription Agreements, subject to customary bringdown standards; (iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New Corxel Common Stock under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons); (iv) all specified consents, waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New Corxel Common Stock under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent the Company from consummating the transactions contemplated by the Subscription Agreements; (v) material compliance by the Company with its covenants, agreements and conditions under the Subscription Agreements; (vi) there has not occurred any Company Material Adverse Effect or SPAC Material Adverse Effect (each as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing.
The Subscription Agreements provide that the Company will grant the Investors certain customary registration rights.
Support Agreement
In connection with the signing of the Business Combination Agreement, Parent entered into a Support Agreement (the “Support Agreement”) with the Company, pursuant to which Parent has agreed, among other things, (a) that it has received the requisite authorization and approval from the holders of the requisite number of its issued and outstanding equity interests to enter into the Support Agreement, the Business Combination Agreement and each ancillary agreement to which Corxel is a party and approve the Business Combination, (b) as promptly as reasonably practicable (and in any event within two business days) following the date on which the Registration Statement / Proxy Statement is declared effective, to duly execute and deliver to Corxel the Company Stockholder Written Consent, (c) at any meeting of the stockholders of Corxel, however called, and in any action by written resolution of the stockholders of Corxel, to vote (or cause to be voted) all of its Corxel Shares (i) in favor of the approval and adoption of the Business Combination Agreement, the Merger and the other transactions contemplated by the Business Combination Agreement and (ii) against any Company Acquisition Proposal (as defined in the Business Combination Agreement) or other matter intended or reasonably expected to prevent the satisfaction of any closing condition or otherwise impede or delay the consummation of the Business Combination, and (d) appoint the Company or any individual designated by the Company as Parent’s agent, attorney-in-fact and proxy, for purposes of complying with Parent’s obligations under the Support Agreement, to vote (or consent with respect to) Parent’s Corxel Shares, or to attend on Parent’s behalf any meeting of the stockholders of Corxel, in each case solely with respect to the matters described in clauses (b) and (c) above and only if Parent fails to timely deliver such written consent or vote its Corxel Shares as required. The obligations under the Support Agreement automatically terminate upon the earliest of (i) the Effective Time; (ii) the termination of the Business Combination Agreement in accordance with its terms; and (iii) the mutual written agreement of the Company and Parent.
Investor Rights Agreement
At or prior to the Closing, New Corxel, Sponsor, certain holders of membership interests in Sponsor and Parent will enter into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, New Corxel will agree that, within 45 calendar days following the Closing Date, New Corxel will file with the SEC (at New Corxel’s sole cost and expense) a registration statement registering the resale of certain shares of New Corxel Common Stock and/or pre-funded warrants (or New Corxel Common Stock issuable upon exercise of such pre-funded warrants) held by or issuable to the parties thereto (the “Resale Registration Statement”), and New Corxel will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten and block-trade demands.
12
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
The Investor Rights Agreement provides that Parent may distribute or otherwise transfer Registrable Securities (as defined therein) to its shareholders pursuant to dividends, distributions, exchanges or redemptions and permits subsequent in-kind distributions by such recipients to their own equityholders or other permitted transferees. Following any such distribution and receipt of the applicable selling securityholder information, New Corxel will be required to supplement or amend the applicable resale registration statement or, if required, file a new shelf registration statement to name the recipients as selling securityholders within ten business days. Such distributees will be required to join the Investor Rights Agreement, and certain demand and other registration rights held by Parent will thereafter be exercisable on behalf of all distributees by distributees holding a majority of the Registrable Securities so distributed, as determined at the time of exercise.
The Investor Rights Agreement amends and restates the registration rights agreement that was entered into by the Company, the Sponsor and the the Company Existing Investors (as defined therein) in connection with the Company’s initial public offering. The Investor Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Investor Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any Registrable Securities.
Lock-Up Agreements
At or prior to the Closing, the Sponsor and Parent will enter into lock-up agreements (the “Lock-Up Agreements”) with New Corxel.
Pursuant to the Lock-Up Agreements, the Sponsor and Parent will agree not to transfer (except for certain permitted transfers) any shares of New Corxel Common Stock or pre-funded warrants (including shares issuable upon exercise thereof) held by such holder after the Domestication, not including shares issued pursuant to the Subscription Agreements, until six months after the Closing Date. During such lock-up period, in connection with the Distribution, Parent will be permitted to effect dividends, in-kind distributions, exchanges, redemptions or similar transfers of its lock-up securities to its direct or indirect equityholders and other specified transferees, including in settlement of options or other rights to acquire shares of Parent, and such recipients may make subsequent in-kind distributions or similar transfers to their own direct or indirect equityholders or other permitted transferees. Each such transferee will be required to execute a joinder to the Lock-Up Agreement and will remain subject to the applicable transfer restrictions for the remainder of the original lock-up period.
BCA Pre-Funded Warrants
Pursuant to the Business Combination Agreement, a portion of the shares of New Corxel Common Stock otherwise issuable as Aggregate Transaction Share Consideration (as defined in the Business Combination Agreement) may be issued in the form of pre-funded warrants (the “BCA Pre-Funded Warrants”) to purchase an equal number of shares of New Corxel Common Stock. The shares underlying the BCA Pre-Funded Warrants will count toward the Aggregate Transaction Share Consideration on a one-for-one basis.
The BCA Pre-Funded Warrants will have an exercise price of $
New Corxel Certificate of Incorporation and New Corxel Bylaws
Concurrently with the Domestication, and prior to the Effective Time, the Company will file a certificate of incorporation with the Secretary of State of the State of Delaware (“New Corxel COI”) and will adopt bylaws (“New Corxel Bylaws”), which together will govern the rights, privileges, and preferences of the holders of New Corxel securities after the Closing.
13
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS (cont.)
New Corxel Equity Incentive Plan and New Corxel Employee Stock Purchase Plan
Prior to the effectiveness of the Registration Statement / Proxy Statement, the Company will approve and adopt, in each case subject to approval by the the Company shareholders, the New Corxel Equity Incentive Plan and an employee stock purchase plan (the “New Corxel Employee Stock Purchase Plan”) to provide eligible service providers of New Corxel and certain affiliated companies with the opportunity to purchase New Corxel Common Stock and/or acquire a proprietary interest in New Corxel. The New Corxel Equity Incentive Plan will provide for equity incentive compensation grants to employees and consultants (including non-employee directors) in the form of stock options (both non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, and other stock-based and cash-based awards. The New Corxel Employee Stock Purchase Plan will permit eligible employees to purchase New Corxel Common Stock at a discount under (i) a component that is intended to be qualified under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) a component that is not intended to be so qualified under Section 423 of the Code.
The initial number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Equity Incentive Plan will equal a percentage, to be mutually agreed by the Company and Corxel, of the number of shares of New Corxel Common Stock issued and expected to be outstanding immediately after the Effective Time (determined on a fully diluted basis after giving effect to the PIPE Financing). Additionally, the number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Equity Incentive Plan will be automatically cumulatively increased on the first day of each fiscal year beginning with the 2027 fiscal year by (i) a percentage, to be mutually agreed by the Company and Corxel, of the shares of New Corxel Common Stock outstanding on the last day of the immediately preceding fiscal year, (determined on a fully diluted basis) or (ii) such lesser number of shares as determined by the administrator of the New Corxel Equity Incentive Plan.
The initial number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Employee Stock Purchase Plan will equal a percentage, to be mutually agreed by the Company and Corxel, of the number of shares of New Corxel Common Stock issued and expected to be outstanding immediately after the Effective Time (determined on a fully diluted basis after giving effect to the PIPE Financing). Additionally, on the first day of each fiscal year beginning with the 2027 fiscal year and ending with the 2036 fiscal year, the number of shares of New Corxel Common Stock reserved and available for issuance under the New Corxel Employee Stock Purchase Plan will be cumulatively increased by (i) a percentage, to be mutually agreed by the Company and Corxel, of the shares of New Corxel Common Stock outstanding on the last day of the immediately preceding fiscal year (determined on a fully diluted basis) or (ii) such other amount as determined by the administrator of the New Corxel Employee Stock Purchase Plan.
Going Concern
As of September 30, 2026, the Company had cash of $
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 $
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Financial Statements Presentation – Going Concern,” the Company’s management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, management has determined that if the Company is unable to complete an initial Business Combination within the Completion Window, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Completion Window. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Completion Window. There can be no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful.
14
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 20, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 27, 2026. The interim results for the three months ended September 30, 2026 and for the period from January 13, 2026 (inception) through September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reported periods.
Making estimates requires management to exercise significant judgment. 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, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
15
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2026, the Company had cash of $
Cash and Investments Held in Trust Account
As of September 30, 2026, the assets held in the Trust Account amounting to $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 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. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to Private Placement Shares were charged to shareholders’ deficit.
Income Taxes
FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was
16
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheet date. The underwriter’s over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and are accounted for as a liability pursuant to FASB ASC Topic 480 since the underwriter’s over-allotment option was not exercised at the time of the Initial Public Offering. The over-allotment option expired on July 4, 2026, as it remained unexercised.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to over-allotment option liability | ( | ) | ||
| Public Shares issuance costs | ( | ) | ||
| Plus: | ||||
| Accretion of Class A ordinary shares to redemption amount | ||||
| Class A ordinary shares subject to possible redemption, June 30, 2026 | ||||
| Plus: | ||||
| Accretion of Class A ordinary shares to redemption amount | ||||
| Class A ordinary shares subject to possible redemption, September 30, 2026 | $ |
17
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (cont.)
Net Loss per Ordinary Share
The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per ordinary share for each class of ordinary shares:
| For the Three Months Ended | For the Period from January 13, 2026 (Inception) Through | |||||||||||||||
| September 30, 2026 | September 30, 2026 | |||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||
| Basic and diluted net loss per ordinary share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted-average shares outstanding | ||||||||||||||||
| Basic and diluted net loss per ordinary share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Share-based Compensation
The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”), guidance to account for its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per Founder Share by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
Recent Accounting Standards
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.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on May 20, 2026, the Company sold
18
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On February 12, 2026, Sponsor paid $
On May 18, 2026, the Sponsor transferred an aggregate of
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of (A)
Administrative Services Agreement and Officer Compensations
Commencing on May 18, 2026, the Company entered into an agreement to pay the Sponsor, a total of $
19
AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 5 — RELATED PARTY TRANSACTIONS (cont.)
In connection with the closing of the Company’s Initial Public Offering, the Company’s Chief Financial Officer (“CFO”) was entitled to receive compensation from the Sponsor consisting of a one-time, lump-sum payment of $
Promissory Note — Related Party
On February 12, 2026, the Sponsor entered into an agreement to loan the Company an aggregate of up to $
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 $
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Shares and any shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
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AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 6 — COMMITMENTS AND CONTINGENCIES (cont.)
Underwriting Agreement
The underwriter has a
The underwriter was entitled to a cash underwriting discount of $
Deferred Professional Fees
As of September 30, 2026, the Company had deferred professional fees of $
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue
Class A Ordinary Shares — The Company is authorized to issue
Class B Ordinary Shares — The Company is authorized to issue
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,
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AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 8 — FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
As of September 30, 2026, assets held in the Trust Account were comprised of $
The following table presents information about the gross holding loss and fair value of held-to-maturity securities at September 30, 2026:
| Held-To-Maturity | Level | Amortized Cost | Gross Holding Loss | Fair Value | ||||||||||||
| September 30, 2026 | 1 | $ | $ | ( | ) | $ | ||||||||||
The over-allotment option was accounted for as a liability in accordance with FASB ASC Topic 480 and was presented within liabilities on the unaudited condensed balance sheet. The over-allotment option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of over-allotment option liability in the unaudited condensed statements of operations.
The initial fair value of the over-allotment option liability on May 20, 2026 was $
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AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 8 — FAIR VALUE MEASUREMENTS (cont.)
The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option:
| May 20, 2026 | ||||
| Volatility | % | |||
| Expected term (years) | ||||
| Risk-free interest rate | % | |||
| Exercise price | $ | |||
| Fair value of over-allotment unit | $ | |||
The following table presents the changes in the fair value of Level 3 over-allotment option liability:
| Over-allotment Option Liability | ||||
| Balance – January 13, 2026 (inception) | $ | — | ||
| Initial value at Initial Public Offering | ||||
| Change in fair value | ( | ) | ||
| Balance – June 30, 2026 | ||||
| Change in fair value due to expiration | ( | ) | ||
| Balance – September 30, 2026 | $ | — | ||
NOTE 9 — SEGMENT INFORMATION
FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
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AMANAT ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 9 — SEGMENT INFORMATION (cont.)
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statements of operations as net income or loss. The measure of segment assets is reported on the unaudited condensed balance sheet as total assets.
| September 30, 2026 | ||||
| Cash | $ | |||
| Cash and investments held in Trust Account | $ | |||
| For the Three Months Ended September 30, 2026 | For the Period from January 13, 2026 (Inception) September 30, 2026 | |||||||
| Formation, general and administrative costs | $ | $ | ||||||
| Share-based compensation expense | $ | $ | ||||||
| Interest earned on investments held in Trust Account | $ | $ | ||||||
The CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM also reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.
Formation, general and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews formation, general and administrative costs and share-based compensation expense to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative costs as reported on the accompanying unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On October 25, 2026, the Company entered into the Business Combination Agreement. For additional information regarding the Business Combination Agreement and the related agreements, see Note 1.
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Item 2. 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 Amanat Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Amanat Sponsor Holdings 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.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, 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 future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on January 13, 2026 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (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 shares, 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.
Recent Developments
Business Combination Agreement
On October 25, 2026, we, Cairo Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”), Corxel Pharmaceuticals, Inc., a Delaware corporation (“Corxel”), and Corxel Pharmaceuticals Limited, a Cayman Islands exempted company and the sole stockholder of Corxel (“Parent”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by Corxel’s board of directors and approved by the Company’s board of directors. The business combination is expected to close in the first half of 2027, following the receipt of the requisite approvals of the Company’s shareholders and Corxel’s sole stockholder and the fulfillment of other customary closing conditions, including the expiration or termination of the applicable waiting period under the HSR Act.
For additional information regarding the Business Combination Agreement and the related agreements, see Note 1 to our unaudited condensed financial statements included elsewhere in this Quarterly Report.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 13, 2026 (inception) through September 30, 2026 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 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 three months ended September 30, 2026, we had net loss of $1,482,711, which consisted of formation, general and administrative costs of $2,065,068 and share-based compensation expense of $112,050, offset by change in fair value of over-allotment option liability of $13,200 and interest earned on investments held in the Trust Account of $681,207.
For the period from January 13, 2026 (inception) through September 30, 2026, we had net loss of $1,510,880, which consisted of formation, general and administrative costs of $2,376,371 and share-based compensation expense of $164,340, offset by change in fair value of over-allotment option liability of $58,600 and interest earned on investments held in the Trust Account of $971,231.
Liquidity and Capital Resources
On May 20, 2026, we consummated the initial public offering of 7,500,000 Class A Ordinary Shares at $10.00 per public share, generating gross proceeds of $75,000,000. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 300,000 private placement shares at a price of $10.00 per private placement share, or $3,000,000 in the aggregate, in a private placement to the Sponsor.
Following the initial public offering, and the sale of the private placement shares, a total of $75,000,000 was placed in the trust account. We incurred $3,490,447, consisting of $750,000 of cash underwriting fees, $2,250,000 of deferred underwriting fees, and $490,447 of other offering costs.
For the period from January 13, 2026 (inception) through September 30, 2026, net cash used in operating activities was $739,666. Net loss of $1,510,880 was affected by the payment of formation, general and administrative expenses through promissory note – related party of $72,542 and share-based compensation expense of $164,340, offset by change in fair value of over-allotment option liability of $58,600 and interest earned on investments held in the Trust Account of $971,231. Changes in operating assets and liabilities provided $1,564,163 in cash from operating activities.
As of September 30, 2026, we had cash and investments held in the trust account of $75,971,231 (including $971,231 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. 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 (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 September 30, 2026, we had cash of $1,080,559. 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.
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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 shares of the post-business combination entity at a price of $10.00 per share. The shares would be identical to the private placement shares.
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.
Going Concern
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Financial Statements Presentation – Going Concern,” our management has determined we currently lack the liquidity needed to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, management has determined that if we are unable to complete an initial business combination within the completion window, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial business combination prior to the end of the completion window. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the end of the completion window. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we 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. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. There can be no assurance our plans to raise capital or to consummate an initial business combination will be successful.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 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
Administrative Services Agreement and Officer Compensations
We have an agreement to pay the Sponsor a total of $20,000 per month for officer compensation and administrative support services through the earlier of the Company’s consummation of a business combination and its liquidation. Additionally, the Chief Financial Officer will receive a monthly fee of $8,928 from the Sponsor for continued service until the completion of an initial business combination, which is included in the $20,000 administrative services fee. If a business combination is completed prior to May 20, 2028 (24 months from the initial public offering), the Sponsor will pay an additional amount such that the aggregate compensation the CFO receives through closing of an initial business combination shall be no less than $250,000. In addition, since July 2026, our Chief Executive Officer has received $10,000 per month from the Sponsor for his services as an officer, which is included in the $20,000 administrative services fee. We intend to pay the Chief Executive Officer a transaction bonus of $250,000 upon the completion of an initial Business Combination. Except for the Chief Financial Officer and the Chief Executive Officer, none of our officers and directors have received any cash compensation for services rendered to us.
Underwriting Agreement
The underwriter was entitled to a cash underwriting discount of $0.10 per public share, or $750,000 in the aggregate, which was paid at the closing of the initial public offering. In addition, the underwriter is entitled to a deferred underwriting fee of $0.30 per public share, or $2,250,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the trust account solely upon the completion of the initial business combination, subject to the terms of the underwriting agreement.
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Deferred Professional Fees
As of September 30, 2026, we had deferred professional fees of $1,581,547, incurred in connection with a Business Combination and payable only upon the consummation of a Business Combination.
Critical Accounting Estimates
The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2026, we do not have any critical accounting estimates.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
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.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended September 30, 2026.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for our initial public offering filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus for our initial public offering filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On May 20, 2026, we consummated the initial public offering of 7,500,000 Class A Ordinary Shares at $10.00 per public share, generating gross proceeds of $75,000,000. Leerink Partners LLC acted as sole book-running manager of the initial public offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-295170). The SEC declared the registration statements effective on May 18, 2026.
Simultaneously with the closing of the initial public offering, we consummated the sale of 300,000 private placement shares at a price of $10.00 per Private Placement Share, or $3,000,000 in the aggregate, in a private placement to the Sponsor.
Of the gross proceeds received from the initial public offering and the private placement shares, an aggregate of $75,000,000 was placed in the trust account.
We incurred a total of $3,490,447 transaction costs, consisting of $750,000 of cash underwriting fees, $2,250,000 of deferred underwriting fees, and $490,447 of other offering costs.
For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit | |
| 3.1 | Amended and Restated Memorandum and Articles of Association.(1) | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101) |
| * | Filed herewith. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on May 21, 2026 and incorporated by reference herein. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMANAT ACQUISITION CORP | ||
| Date: November 13, 2026 | By: | /s/ Pavan Cheruvu |
| Name: | Pavan Cheruvu | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: November 13, 2026 | By: | /s/ Nicholas Fernandez |
| Name: | Nicholas Fernandez | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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