Tribeca Strategic Acquisition Corp. (BID) posts trust gains but flags going concern risk
Tribeca Strategic Acquisition Corp., a Cayman Islands-based SPAC, completed its June 1, 2026 IPO, selling 14,000,000 units at $10.00 each and a concurrent 470,000-unit private placement, then depositing $140,350,000 into a U.S. Treasury-focused Trust Account. As of June 30, 2026, the Trust held $140,758,257, including interest, while cash outside the Trust was $714,247, working capital was $168,756, and shareholders’ deficit was $4,748,822.
For the quarter, the company reported net income of $243,475, driven mainly by $408,257 of interest on Trust investments and a $53,700 gain from remeasuring the over-allotment option liability, partially offset by $228,865 of general and administrative expenses. Management discloses that projected liquidity raises substantial doubt about the company’s ability to continue as a going concern unless it completes a business combination within its Completion Window ending March 1, 2028.
Positive
- None.
Negative
- Substantial doubt about going concern: management states projected liquidity is insufficient through the earlier of a business combination or one year, raising substantial doubt about the company’s ability to continue as a going concern.
- Shareholders’ deficit of $4,748,822: despite the large Trust balance, the company reports a significant shareholders’ deficit at June 30, 2026.
- High transaction costs of $8,894,202: IPO-related costs, including $4,900,000 of deferred underwriting fees, create future cash obligations tied to completing a business combination.
Filing Explained
Public shares remain in trust for a future combination or redemption; rights provide no liquidation proceeds if the deadline is missed.
Form 10-Q is the company’s unaudited quarterly report, and this filing states that Tribeca Strategic Acquisition Corp. has not selected a business-combination target or held substantive discussions with one. The public shares remain tied to the Trust Account for a future combination, redemption, or liquidation, rather than representing an operating business investment.
Public holders may redeem shares for their pro rata Trust Account amount when a combination occurs, but the rights deliver one-tenth of a Class A share only upon a completed combination and receive no liquidation proceeds if the company fails to complete one. On
The filing also reports that, beginning
Key Figures
Key Terms
Trust Account financial
Completion Window regulatory
Founder Shares financial
over-allotment option liability financial
Public Rights financial
emerging growth company regulatory
FAQ
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Does Tribeca Strategic Acquisition Corp. (BID) face going concern risk?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarterly period ended
For the transition period from to
Commission file number:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes ☐
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| 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.
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is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 12, 2026, there were
TRIBECA STRATEGIC ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Page | ||
| Part I. Financial Information | ||
| Item 1. Financial Statements | ||
| Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 | 1 | |
| Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 (Unaudited) | 2 | |
| Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 (Unaudited) | 3 | |
| Condensed Statement of Cash Flows for the Six Months Ended June 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 | 22 | |
| Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk | 25 | |
| Item 4. Controls and Procedures | 25 | |
| Part II. Other Information | ||
| Item 1. Legal Proceedings | 26 | |
| Item 1A. Risk Factors | 26 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 26 | |
| Item 3. Defaults Upon Senior Securities | 26 | |
| Item 4. Mine Safety Disclosures | 26 | |
| Item 5. Other Information | 26 | |
| Item 6. Exhibits | 27 | |
| Part III. Signatures | 28 |
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
TRIBECA STRATEGIC ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | — | |||||
| Other receivable | — | |||||||
| Due from Sponsor | — | |||||||
| Prepaid expenses | — | |||||||
| Prepaid insurance | — | |||||||
| Total current assets | — | |||||||
| Long term prepaid insurance | — | |||||||
| Investments held in Trust Account | — | |||||||
| Deferred offering costs | — | |||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accrued offering costs | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Promissory note – related party | — | |||||||
| Over-allotment option liability | — | |||||||
| Total Current Liabilities | ||||||||
| Deferred legal fee | — | |||||||
| 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 and Shareholders’ Deficit | $ | $ | ||||||
| (1) |
The accompanying notes are an integral part of the unaudited condensed financial statements.
1
TRIBECA STRATEGIC ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||
| 2026 | 2026 | |||||||
| General and administrative expenses | $ | $ | ||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income: | ||||||||
| Change in fair value of over-allotment liability | ||||||||
| Interest earned on investments held in Trust Account | ||||||||
| Referral fee income | ||||||||
| Net income | $ | $ | ||||||
| Weighted average shares outstanding, Class A redeemable ordinary shares | ||||||||
| Basic and diluted net income per share, Class A redeemable ordinary shares | $ | $ | ||||||
| Weighted average shares outstanding, Class B non-redeemable ordinary shares (1) | ||||||||
| Basic and diluted net income per share, Class B non-redeemable ordinary shares | $ | $ | ||||||
| (1) |
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
TRIBECA STRATEGIC ACQUISITION CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
(UNAUDITED)
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — January 1, 2026 | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – March 31, 2026 (unaudited) | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Sale of Private placement units | ||||||||||||||||||||||||||||
| Fair value of representative shares | ||||||||||||||||||||||||||||
| Fair value of rights included in public units | ||||||||||||||||||||||||||||
| Allocated value of transaction costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – June 30, 2026 (unaudited) | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| (1) | Included up to 700,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On July 16, 2026, the underwriters forfeited the remaining unexercised balance of 2,100,000 additional Units in connection with the expiration of the over-allotment option. As a result of the forfeiture of the unexercised over-allotment option by the underwriters, 700,000 Founder Shares were forfeited by the Sponsor for no consideration (see Note 5). |
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
TRIBECA STRATEGIC ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(UNAUDITED)
| Cash flows from operating activities: | ||||
| Net income | $ | |||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||
| Payment of operating expenses through promissory note – related party | ||||
| Interest earned on investments held in Trust Account | ( | ) | ||
| Change in fair value of over-allotment liability | ( | ) | ||
| Changes in operating assets and liabilities: | ||||
| Other receivable | ( | ) | ||
| Prepaid expenses | ||||
| Prepaid insurance | ( | ) | ||
| Long term prepaid insurance | ( | ) | ||
| Accounts payable and accrued expenses | ||||
| Deferred legal fee | ||||
| 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 units, net of underwriting discounts paid | ||||
| Proceeds from sale of private placement units | ||||
| Proceeds from sale of representative shares | ||||
| Due from sponsor | ( | ) | ||
| Repayment of promissory note – related party | ( | ) | ||
| Payment of offering costs | ( | ) | ||
| Net cash provided by financing activities | ||||
| Net change in cash | ||||
| Cash, beginning of the period | — | |||
| Cash, end of the period | $ | |||
| Non-cash investing and financing activities: | ||||
| Deferred offering costs included in accrued offering costs | $ | |||
| Deferred offering costs paid through promissory note – related party | $ | |||
| Prepaid expenses paid through promissory note | $ | |||
| Over-allotment option liability | $ | |||
| Deferred underwriting fee payable | $ | |||
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Note 1 — Description of Organization and Business Operations
Tribeca Strategic Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on October 15, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. Although the Company currently intends to focus on target businesses in software, technology, artificial intelligence, digital asset, clean energy and other high growth sectors, the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location.
As of June 30, 2026, the Company had not commenced any operations. All activity for the period from October 15, 2025 (inception) through June 30, 2026 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s
Initial Public Offering was declared effective on May 28, 2026. On June 1, 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 Business Combination must be with one or more
target businesses that together have a fair market value equal to at least
5
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Following the closing of the Initial Public Offering,
on June 1, 2026, an amount of $
The Company will provide the Company’s public
shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination
either (i) in connection with a general meeting called to approve the initial 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 proposed initial 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
shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of
The Public Shares subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The Company will have only the duration of the
Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination
within the Completion Window, the Company will as promptly as reasonably possible but not more than
The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they agree to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares 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 it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
6
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
Excise Tax
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
NOTE 2 — SUMMARY OF 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 (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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, dated May 28, 2026 and as filed with the SEC on June 1, 2026 (the “IPO Prospectus”), as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 11, 2026. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
7
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Liquidity, Capital Resources and Going Concern
As of June 30, 2026, the Company had $
Based on the foregoing, management does not believe that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds to pay existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), management has determined that the Company’s projected future liquidity position raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty by completing a Business Combination prior to the mandatory liquidation date. Management is actively evaluating potential target businesses and pursuing activities necessary to consummate a Business Combination within the Combination Period. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by March 1, 2028. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 1, 2028. The Company’s financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 statements 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.
8
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with US GAAP requires the Company’s 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.
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.
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. The Company had $
Investments held in Trust Account
As of June 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
The Company complies with the requirements of the FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Share Rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the Public Rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public Rights and Private Placement Units were charged to shareholders’ deficit, as the Share Rights, after management’s evaluation, were accounted for under equity treatment.
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 Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet, primarily due to their short-term nature except for warrants and the over-allotment liability (Note 8).
9
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statements 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 June 30, 2026 and December 31, 2025, 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
Net income per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted income per share does not consider the effect of (i) the rights issued in connection with the Initial Public Offering and the Private Placement Rights since the exercise of such rights are contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive and (ii) the exercise of the over-allotment option since the exercise of such over-allotment option is contingent upon the occurrence of future events and the inclusion of such over-allotment option would be anti-dilutive.
The Company has also considered the effect of Class B Ordinary Shares that were excluded from weighted average number as they were contingent on the exercise of the Over-Allotment Option. Since the contingency remains open as of June 30, 2026, the Company excluded these shares in the calculation.
The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):
| For the Three Months Ended June 30, 2026 | For the Six Months Ended June 30, 2026 | |||||||||||||||
| Basic and diluted net income per ordinary share: | Redeemable Class A | Non-redeemable Class B | Redeemable Class A | Non-redeemable Class B | ||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Basic and diluted net income per ordinary share | $ | $ | $ | $ | ||||||||||||
10
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
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 in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity”. Derivative liabilities are classified in the 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 balance sheet date. The underwriters' over-allotment option is deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriter did not exercise their over-allotment option at the closing of the Initial Public Offering.
Share Rights
The Company accounted for the Public Rights and Private Placement Rights included in the Private Placement Units issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned values.
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 ASC 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 June 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 condensed balance sheet.
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to Public Rights | ( | ) | ||
| Proceeds allocated to over-allotment option | ( | ) | ||
| Public Shares issuance costs | ( | ) | ||
| Plus: | ||||
| Remeasurement of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, June 30, 2026 | $ |
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact these standards will have on it unaudited condensed financial statements.
11
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Note 3 — Initial Public Offering
In the Initial Public Offering on June 1, 2026,
the Company sold
Note 4 — Private Placement
Simultaneously with the closing of the Initial
Public Offering, the Sponsor and BTIG purchased an aggregate of
The Sponsor and the Company’s officers and
directors have entered into a letter agreement with the Company, pursuant to which they agree to (i) waive their redemption rights with
respect to their Founder Shares, Private Placement Shares and Public Shares 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 it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption
rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve
an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem
Note 5 — Related Party Transactions
Founder Shares
On October 20, 2025, the Company issued an aggregate
of
12
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
On May 28, 2026, the Sponsor transferred an aggregate
of
The Company’s initial shareholders have
agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until
the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company
completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all
of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with
respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary
shares equals or exceeds $
Promissory Note — Related Party
Tribeca Strategic Partners LLC has agreed, as
amended, to loan the Company an aggregate of up to $
Due from Sponsor
The Company paid the Sponsor an amount of $
CFO Services Agreement
On November 4, 2025, the Company entered into
an agreement with its Chief Financial Officer (the “CFO”). Under the terms of the agreement, the CFO will receive a signing
bonus of $
Administrative Services Agreement
The Company entered into an agreement with the
Sponsor, commencing on May 28, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation,
to pay the Sponsor a total of $
13
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Working Capital 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 (the “Working Capital Loans”). If the Company completes
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $
Business Combination Financing
The Company has agreed to grant Alto Opportunity
Master Fund (“Alto”), who holds an indirect interest in membership interests in the Sponsor, the right, but not the obligation,
to purchase the securities offered to third party investors in any Business Combination Financing (defined below), at the same price and
on the same terms and conditions as are offered to other third party investors in such Business Combination Financing, in an aggregate
amount for each such Business Combination Financing up to
The agreement does not establish a fixed settlement obligation at inception, as no securities are issuable unless and until the Company elects to undertake a future financing and Alto separately elects to participate on the same terms as other investors. Accordingly, even if analyzed under ASC 815-40, the participation right would be expected to qualify for equity classification because settlement, if any, would occur through the issuance of the same securities issued to all other financing participants and the agreement does not contain features that would preclude equity classification. As a result, absent a future financing transaction and Alto's election to participate therein, the arrangement would not give rise to a recognized liability at contract inception, thus, the Company concluded that there’s no accounting entry is required at contract inception. In addition, the make-whole arrangement set forth in the agreement would not require recognition by the Company under SAB Topic 5T because the arrangement is not an obligation of the Company, does not settle a pre-existing obligation of the Company, and does not involve the Company issuing additional shares, transferring assets, or providing consideration to Alto. Rather, the agreement expressly states that the make-whole feature is a contractual arrangement solely between the Sponsor and Alto, with any required make-whole shares being satisfied exclusively through transfers of Founder Shares owned by the Sponsor. The Company is not a party obligated to perform under the arrangement and, under no circumstance, is required to issue additional securities or make cash payments to Alto. As a result, the arrangement represents a shareholder-to-shareholder transfer of value that is settled entirely using the Sponsor’s personal ownership interests and does not constitute a Company-sponsored issuance or transfer of consideration that would be recognized by the Company under SAB Topic 5T, thus, supporting the Company’s conclusion that, based on the terms evaluated and the decision framework applied, the agreement does not give rise to an accounting recognition event and no journal entries are required at contract inception.
14
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Note 6 — Commitments and Contingencies
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent conflict in Iran and nearby countries and the recent escalation of conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the conflict in Iran and nearby countries and the escalation of the conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect the Company’s search for a target and/or its ability to complete the initial Business Combination.
Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs and the Company cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.
Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the conflict in Iran and nearby countries, the escalation of the conflict in the Middle East and Southwest Asia and subsequent sanctions, tariffs, or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Registration Rights
The holders of the (i) Founder Shares, (ii) Representative Shares (as defined in Note 6) and (iii) Private Placement Units (and the securities comprising such units and the Class A ordinary shares issuable upon conversion of the Private Placement Rights comprising such units) that may be issued upon conversion of the Working Capital Loans are entitled to registration rights to require the Company to register for resale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on May 28, 2026. The holders of these securities are entitled to make up to three demands, excluding short-from demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding anything to the contrary, the underwriters may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the underwriters may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
15
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
Underwriters’ Agreement
The underwriters have a 45-day option from the
date of the Initial Public Offering to purchase up to an additional
The underwriters were entitled to a cash underwriting
discount of $
Representative Shares
The Company issued shares to the underwriters
(the “Representative Shares”) comprising
The Representative Shares have been deemed compensation by Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the Initial Public Offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which the Initial Public Offering forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which the Initial Public Offering forms a part except to any underwriter and selected dealer participating in the Initial Public Offering and their officers, partners, registered persons or affiliates.
The issuance of the Representative Shares is in
the scope of FASB ASC 718. Under FASB ASC 718, share-based compensation associated with equity classified awards is measured at fair value
upon the assignment date. Further, the issuance of the Representative Shares should be accounted for as an offering cost in accordance
with SAB Topic 5A, Expenses of Offering, since the Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant
to Rule 5110 of the FINRA Manual. The Company estimated the fair value of the
16
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
The underwriters have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of an initial Business Combination, and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 21 months from the closing of the Initial Public Offering.
Transfer Agent and Trustee Administrative Fees
The Company acknowledges that the transfer agent
may receive fees, commissions, or other compensation (collectively, “Revenue Share”) from the Company’s elected asset
manager (the “Asset Manager”), or its affiliates, in connection with the transfer agent’s referral of such Asset Manager
to provide services to the Company. For each calendar month in which the transfer agent receives Revenue Share from the Asset Manager
attributable to the Company’s Trust Account, the Company shall be entitled to one hundred percent (
For the three and six months ended June 30, 2026,
the company accrued $
Note 7 — Shareholders’ Deficit
Preference Shares — The Company
is authorized to issue a total of
Class A Ordinary Shares —
The Company is authorized to issue a total of
Class B Ordinary Shares —
The Company is authorized to issue a total of
17
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
The Founder Shares will automatically convert
into Class A ordinary shares at the time of the initial Business Combination or at any time prior thereto at the option of the holder
on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked
securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with
the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will
be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to
any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares
will equal, in the aggregate, approximately
Holders of record of the Company’s Class
A ordinary shares and Class B ordinary shares are entitled to
Rights — Except in cases where
the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10)
of
In the event the Company is not the surviving
company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her
or its rights in order to receive the one-tenth (1/10) of
18
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 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. US 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. |
The following table presents information about the Company’s assets and liabilities that are measured at fair value as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Level | June 30, 2026 | December 31, 2025 | ||||||||
| Assets: | ||||||||||
| Investments held in Trust Account | 1 | $ | $ | — | ||||||
| Liabilities: | ||||||||||
| Over-allotment option liability | 3 | $ | $ | — | ||||||
The over-allotment option was accounted for as
a liability in accordance with FASB ASC 480 and was presented within liabilities on the 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 fair value of the over-allotment option
is $
The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term.
19
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option:
| June 1, 2026 | ||||
| Risk-free interest rate | % | |||
| Expected term (years) | ||||
| Volatility | % | |||
| Exercise price | $ | |||
As of June 30, 2026, the fair value of the over-allotment
option liability is $
| June 30, 2026 | ||||
| Risk-free interest rate | % | |||
| Expected term (years) | ||||
| Volatility | % | |||
| Exercise price | $ | |||
As of June 30, 2026, the over-allotment option has not yet expired.
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s over-allotment option liability classified as Level 3 for the period ended June 30, 2026:
| Fair value of over-allotment option liability at January 1, 2026 | $ | — | ||
| Initial fair value of over-allotment option liability at June 1, 2026 | ||||
| Change in fair value of over-allotment option liability | ( | ) | ||
| Fair value of over-allotment option liability at June 30, 2026 | $ |
The fair value of the Public Rights issued in
the Initial Public Offering is $
| June 1, 2026 | ||||
| Expected term to de-SPAC (years) | ||||
| Probability of de-SPAC and instrument-specific market adjustment | % | |||
| Risk-free rate (continuous) | % | |||
| Implied Class A share price | $ | |||
Note 9 — Segment Information
FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report, in their unaudited condensed financial statements, 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.
20
TRIBECA STRATEGIC ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
The CODM assesses performance for the single segment
and decides how to allocate resources based on the measure of segment profit or loss which is presented as net income or loss in the unaudited
condensed statements of operations. The measure of segment assets is reported on the condensed balance sheet as total assets.
| June 30, 2026 | December 31, 2025 | |||||||
| Cash | $ | $ | — | |||||
| 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 will review the interest that will be earned and accrued on cash held in 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.
| For the Three Months Ended June 30, 2026 | For the Six Months Ended June 30, 2026 | |||||||
| General and administrative expenses | $ | $ | ||||||
| Change in fair value of the over-allotment liability | $ | $ | ||||||
| Interest earned on investments held in Trust Account | $ | $ | ||||||
| Referral fee income | $ | $ | ||||||
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination or similar transaction within the Completion Window. The CODM also reviews Formation, general, and administrative costs 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 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 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.
As of June 30, 2026, the Founder Shares included
an aggregate of up to
On July 17, 2026, the Company announced that,
commencing on July 20, 2026, the holders of the units issued in its initial public offering, each Unit consisting of
21
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 Tribeca Strategic Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Tribeca Strategic Partners Holdco 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 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), 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, including that the conditions of the Proposed Business Combination are not satisfied. 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 IPO Prospectus. 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 October 15, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. 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 Units, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 15, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and 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 income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
22
For the three months ended June 30, 2026, we had a net income of $243,475, which consists of interest income on investments held in the Trust Account of $408,257, change in fair value over-allotment liability of $53,700 and referral fee income of $10,383, offset by general and administrative expenses of $228,865.
For the six months ended June 30, 2026, we had a net income of $179,865, which consists of interest income on investments held in the Trust Account of $408,257, change in fair value over-allotment liability of $53,700 and referral fee income of $10,383, offset by general and administrative expenses of $292,475.
Liquidity, Capital Resources and Going Concern
On June 1, 2026, we consummated the Initial Public Offering of 14,000,000 Units at $10.00 per Unit, generating gross proceeds of $140,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 470,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and BTIG, LLC, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,700,000.
Following the Initial Public Offering, and the sale of the Private Units, a total of $140,350,000 was placed in the Trust Account. We incurred transaction costs of $8,894,202, consisting of $2,800,000 of cash underwriting fees, $4,900,000 of deferred underwriting fees, and $1,194,202 of other offering costs.
For the six months ended June 30, 2026, cash used in operating activities was $132,447. Net income of $179,865 was affected by interest earned on investments held in the Trust Account of $408,257, payment of operation costs through promissory note of $147,259 and change in fair value of the over-allotment liability of $53,700. Changes in operating assets and liabilities provided $2,386 of cash for operating activities.
As of June 30, 2026, we had marketable securities held in the Trust Account of $140,758,257 (including $408,257 of interest income) consisting of money market funds. 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 June 30, 2026, we had cash of $714,247. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to 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 $1,200,000 of such Working Capital Loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per Private Placement Unit at the option of the applicable lender. The units would be identical to the Private Placement Units.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), management has determined that the Company’s projected future liquidity position raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its initial Business Combination before the mandatory liquidation date; however, there can be no assurance that the Company will be able to consummate any Business Combination by March 1, 2028. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 1, 2028. The Company’s financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
If the Company is unable to complete a business combination within the prescribed timeframe, it will be required to liquidate and dissolve. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued.
The Company’s financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 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
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a total of $1,000 per month for office space, utilities, and secretarial and administrative support services.
The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,100,000 Units to cover over-allotments, if any. As of June 30, 2026, the full over-allotment option remains open.
The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,800,000 in the aggregate (or $3,220,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), which was paid to the underwriters upon the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting discount of $0.35 per Unit, or $4,900,000 in the aggregate (or $5,635,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable to the representative on behalf of the underwriters only upon the consummation of an initial Business Combination. The deferred underwriting commissions will be payable to the underwriters upon the closing of the initial Business Combination in two portions, as follows: (i) $0.175 per Unit sold in the Initial Public Offering shall be paid to the underwriters in cash, and (ii) up to $0.175 per Unit sold in the Initial Public Offering shall be paid to the underwriters in cash, based on the funds remaining in the Trust Account after giving effect to Public Shares that are redeemed in connection with an initial Business Combination.
Critical Accounting Estimates
The preparation of 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. We did not have any critical accounting estimates to be disclosed as of June 30, 2026.
Recent Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact these standards will have on it unaudited condensed financial statements.
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.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer 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 principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter 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 the IPO Prospectus. As of the date of this Report, there have been no material changes to the risk factors disclosed in the IPO Prospectus.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On June 1, 2026, the Company consummated the Initial Public Offering of 14,000,000 Units at $10.00 per Unit, generating gross proceeds of $140,000,000. BTIG, LLC acted as sole book-running manager and Odeon Capital Group LLC acted as co-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. 333-291431). The Securities and Exchange Commission declared the registration statements effective on May 28, 2026.
Simultaneous with the consummation of the Initial Public Offering, the Sponsor and BTIG, LLC consummated the private placement of an aggregate of 470,000 Units at a price of $10.00 per Private Unit, generating total proceeds $4,700,000. Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share”) and one right to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination (“Private Placement Right”).The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Private Placement Units (and underlying securities) are identical to the public Units, except as otherwise disclosed in the IPO Registration Statement.
Of the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Private Placement Units, an aggregate of $140,350,000 was placed in the Trust Account.
We paid a total transaction costs of $8,894,202, consisting of $2,800,000 of cash underwriting fees, $4,900,000 of deferred underwriting fees, and $1,194,202 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.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
Trading Arrangements
During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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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 | |
| 1.1 | Underwriting Agreement, dated May 28, 2026, by and between the Company and BTIG, LLC as representative of the underwriters. (1) | |
| 3.1 | Amended and Restated Memorandum and Articles of Association of the Company, dated May 28, 2026. (1) | |
| 4.1 | Rights Agreement, dated May 28, 2026, by and between the Company and Efficiency, INC. (1) | |
| 10.1 | Investment Management Trust Agreement, dated May 28, 2026, by and between the Company and Efficiency, INC. (1) | |
| 10.2 | Registration Rights Agreement, dated May 28, 2026, by and among the Company, the Sponsor, BTIG, LLC and the other parties signatory thereto. (1) | |
| 10.3 | Private Placement Units Purchase Agreement, dated May 28, 2026, between the Company and the Sponsor. (1) | |
| 10.4 | Private Placement Units Purchase Agreement, dated May 28, 2026, between the Company and BTIG, LLC. (1) | |
| 10.5 | Letter Agreement, dated May 28, 2026, by and among the Company, Sponsor and each of the officers, directors of the Company, and the other parties signatory thereto. (1) | |
| 10.6 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on April 30, 2026). | |
| 10.7 | Administrative Services Agreement, dated May 28, 2026, between the Company and the Sponsor. (1) | |
| 10.8 | Contribution and Exchange Agreement concerning the Promissory Note obligation of the Company, dated June 1, 2026, by and between Tribeca Strategic Partners Holdco LLC and Tribeca Strategic Partners LLC. (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* | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | Furnished herewith. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on June 3, 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.
| TRIBECA STRATEGIC ACQUISITION CORP. | ||
| Date: August 14, 2026 | By: | /s/ Timothy R. Ramdeen |
| Name: | Timothy R. Ramdeen | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 14, 2026 | By: | /s/ Sukhvinder Gill |
| Name: | Sukhvinder Gill | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
| (Principal Financial and Accounting Officer) | ||
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