Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
As previously
disclosed in a Current Report on Form 8-K dated April 21, 2026, JATT II Acquisition Corp (the “Company”)
consummated its initial public offering (the “IPO”) of 6,000,000
ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) on
April 20, 2026. The Ordinary Shares were sold at a price of $10.00 per share, generating gross proceeds to the Company of
$60,000,000. The underwriters for the IPO have a 45 day over-allotment option to purchase up to an additional 900,000 Ordinary Shares at a price of
$10.00 per share.
Also as previously reported,
simultaneously with the closing of the IPO, the Company completed a private placement sale (the “Private Placement Shares”)
of an aggregate of 300,000 Ordinary Shares to JATT Ventures II L.P., at a purchase price of $10.00 per Private Placement Share, generating
gross proceeds to the Company of $3,000,000 (the “Private Placement”).
As of April 20, 2026,
a total of $60,000,000 of the net proceeds from the IPO and the Private Placement, which amounts includes $1,800,000 of underwriters’
deferred fee, was deposited in a trust account established for the benefit of the Company’s public shareholders.
An audited balance sheet
as of April 20, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is included with this report
as Exhibit 99.1.
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Exhibit 99.1
JATT II ACQUISITION CORP
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Financial Statement of JATT II Acquisition Corp: |
|
|
| Report of Independent Registered Public Accounting Firm |
|
F-2 |
| Balance Sheet as of April 20, 2026 |
|
F-3 |
| Notes to Financial Statement |
|
F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors of
JATT II Acquisition Corp
Opinion on the Financial Statement
We have audited the accompanying balance sheet of JATT II Acquisition
Corp (the “Company”) as of April 20, 2026, and the related notes (collectively referred to as the “financial statement”).
In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of April 20,
2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statement is the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material
misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since 2026.
New York, New York
April 24, 2026
JATT II ACQUISITION CORP
BALANCE SHEET
APRIL 20, 2026
| Assets: | |
| |
| Cash – current asset | |
$ | 2,400,000 | |
| Cash held in Trust Account | |
| 60,000,000 | |
| Total Assets | |
$ | 62,400,000 | |
| | |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
| | |
| Liabilities: | |
| | |
| Current liabilities | |
| | |
| Accrued offering costs | |
$ | 401,910 | |
| Accrued expenses | |
| 90,984 | |
| Over-allotment liability | |
| 47,288 | |
| Promissory note – related party | |
| 106,141 | |
| Total current liabilities | |
| 646,323 | |
| Deferred underwriting fee | |
| 1,800,000 | |
| Total Liabilities | |
| 2,446,323 | |
| | |
| | |
| Commitments and Contingencies (Note 6) | |
| | |
| Ordinary shares subject to possible redemption, $0.0001 par value; 6,000,000 shares at redemption value of $10.00 per share | |
| 60,000,000 | |
| | |
| | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
| — | |
| Ordinary shares, $0.0001 par value; 200,000,000 shares
authorized; 2,025,000 issued and outstanding (excluding 6,000,000 shares subject to possible redemption)(1) | |
| 203 | |
| Additional paid-in capital | |
| 129,337 | |
| Accumulated deficit | |
| (175,863 | ) |
| Total Shareholders’ Deficit | |
| (46,323 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 62,400,000 | |
| (1) |
Includes an aggregate of up to 225,000 ordinary shares that are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised (Note 5). |
The accompanying notes are an integral part
of these financial statement.
JATT II ACQUISITION CORP
NOTES TO FINANCIAL STATEMENT
APRIL 20, 2026
NOTE 1 — ORGANIZATION AND PLAN
OF BUSINESS OPERATIONS
JATT II Acquisition Corp (the “Company”)
is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2026. The Company was incorporated 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 (a “Business Combination”). The Company will have 24 months from the closing of this
offering to complete the initial business combination (the “completion window”). 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.
As of April 20, 2026, the Company had not
commenced any operations. All activity for the period from January 13, 2026 (inception) through April 20, 2026 relates to the
Company’s formation and the Initial Public Offering (“Initial Public Offering”), which is described below. The Company
will not generate any operating revenues until after the completion of a 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 Company’s Sponsor is JATT Ventures II
L.P. (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on
April 16, 2026. On April 20, 2026, the Company consummated the Initial Public Offering of 6,000,000 Ordinary Shares (the “Public
Shares”), at $10.00 per Public Share, generating gross proceeds of $60,000,000.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 300,000 Private Placement Shares (each “Private Placement Share”,
collectively the “Private Placement Shares”) to the Sponsor at a price of $10.00 per Private Placement Share, generating gross
proceeds of $3,000,000.
Transaction costs amounted to $2,881,539, consisting
of $600,000 of cash underwriting fee, $1,800,000 of deferred underwriting fee, and $481,539 of other offering costs.
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 80%
of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the trust account) at the time of the agreement to enter into the initial business combination. The Company anticipates structuring
the initial business combination so that the post transaction company in which the public shareholders own shares will own or acquire
100% of the equity interests or assets of the target business or businesses. The Company may, however, structure the initial business
combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business
in order to meet certain objectives of the target management team or shareholders or for other reasons, but the Company will only complete
such business combination if the post transaction company owns or acquires 50% or more of the issued and outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There
is no assurance that the Company will be able to successfully effect a Business Combination.
Following the closing of the Initial Public Offering,
on April 20, 2026, an amount of $60,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares and the Private
Placement Shares was placed in the trust account (the “Trust Account”), with U.S.-based trust account, Continental Stock Transfer
& Trust Company, acting as trustee. The proceeds held in a Trust Account will initially be invested in U.S. government treasury
obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the
earliest of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the
Company’s shareholders, as described below.
JATT II ACQUISITION CORP
NOTES TO FINANCIAL STATEMENT
APRIL 20, 2026
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 anticipated to be $10.00 per Public Share), including interest (less
taxes paid or payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding
public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders
who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter
(as discussed in Note 6). The Public Shares will be recorded at redemption value and classified as temporary equity upon the completion
of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing
Liabilities from Equity.”
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 20% of the Public Shares without the Company’s
prior written consent.
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, Private Placement Shares and any Public Shares they may acquire during or after this 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 this 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
100% of the public shares if the Company has not consummated an initial Business Combination within the completion window or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive
their rights to liquidating distributions from the Trust Account with respect to the 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 assets outside the Trust Account with respect to any public shares they hold if the Company fails to complete the initial
Business Combination within the prescribed time frame and to liquidating distributions from assets outside the Trust Account; and (iv) vote
any founder shares held by them, any Private Placement Shares held by them and any Public Shares purchased during or after this offering
(including in open market and privately-negotiated transactions) in favor of the initial Business Combination. If the Company submits
the initial business combination to the public shareholders for a vote, the Company will complete the initial business combination only
if it is approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the holders
of the shares present in person or by proxy and entitled to vote thereon at a general meeting of the Company.
The Company will have until (i) the period
ending on the date that is 24 months from the closing of the Initial Public Offering, or such earlier liquidation as the Company’s
board of directors may approve, in which the Company must complete an initial business combination or (ii) such other time period
in which the Company must complete an initial business combination pursuant to an amendment to the Company’s Amended and Restated
Memorandum and Articles of Association. (However, if the Company has not completed a Business Combination within the Completion Window,
the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the trust account (less taxes paid or payable and up to $100,000 of interest to pay liquidation expenses),
divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment for the
public shares and completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further
liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and
subject to the other requirements of applicable law.
JATT II ACQUISITION CORP
NOTES TO FINANCIAL STATEMENT
APRIL 20, 2026
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 Share ($10.00).
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 (1) $10.00 per Public Share (2) the actual amount per Public Share held in the Trust Account as of the
date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, less
taxes payable and up to $100,000 of interest to pay dissolution expenses, provided that this liability will not apply to any claims by
a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s
indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,
as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party,
the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility
that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers
(other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which
the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.
Liquidity and Capital Resources
In connection with the Company’s assessment
of going concern in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
205-40, “Presentation of Financial Statement - Going Concern”, the Company does not believe it will need to raise additional
funds in order to meet the expenditures required to operate its business. However, if the estimate of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so,
the Company may have insufficient funds available to operate its business prior to the Initial Business Combination. Management has determined
that upon the consummation of the Initial Public Offering and the sale of the Private Placement Shares, the Company has sufficient funds
to finance the working capital needs of the Company within one year from the date of issuance of the financial statement. At April 20,
2026, the Company had $2,400,000 cash and a working capital of $1,753,677.
NOTE 2 — SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying financial statement has been
prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant
to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
JATT II ACQUISITION CORP
NOTES TO FINANCIAL STATEMENT
APRIL 20, 2026
NOTE 2 — SIGNIFICANT ACCOUNTING
POLICIES (cont.)
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 financial statement
in conformity with 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 financial statement.
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 financial statement, 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 cash of $2,400,000 and did not
have any cash equivalent as of April 20, 2026.
Cash Held in Trust Account
As of April 20, 2026, the assets held in the Trust
Account, amounting to $60,000,000, were held in cash.
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 $250,000. Any loss incurred or a lack of access to such funds could have a significant
adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with the requirements of
the ASC 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. 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. Offering costs allocated to 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 April 20, 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.
JATT II ACQUISITION CORP
NOTES TO FINANCIAL STATEMENT
APRIL 20, 2026
NOTE 2 — SIGNIFICANT
ACCOUNTING POLICIES (cont.)
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 zero
for the period from inception through April 20, 2026.
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 Coverage of $250,000. Any loss incurred or a lack of access to such funds could
have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments
The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the overallotment liability which is measured at fair value based on unobservable inputs (see Note 8).
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 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 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 balance sheets
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 underwriter’s over-allotment option is deemed to be a freestanding financial instrument indexed on
the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480 since the underwriters have not exercised
their option as of the Initial Public Offering.
Share-Based Payment Arrangements
The Company accounts for share awards in accordance
with FASB ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their
“fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share. Costs equal to these
fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period
of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting
a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative
adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously
recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
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 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 April 20, 2026, Ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of
the shareholders’ deficit section of the Company’s balance sheet. As of April 20, 2026, the Ordinary shares subject to possible
redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 60,000,000 | |
| Less: | |
| | |
| Proceed allocated to the over-allotment option | |
| (47,288 | ) |
| Public Shares issuance costs | |
| (2,856,356 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 2,903,644 | |
| Ordinary shares subject to possible redemption, April 20, 2026 | |
$ | 60,000,000 | |
JATT II ACQUISITION CORP
NOTES TO FINANCIAL STATEMENT
APRIL 20, 2026
NOTE 2 — SIGNIFICANT ACCOUNTING
POLICIES (cont.)
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07,
“Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The
amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided
to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported
measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation
of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate
resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods,
and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing
segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07
on January 13, 2026, inception.
Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial
statement.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on April
20, 2026, the Company sold 6,000,000 Public Shares at a purchase price of $10.00 per Public Share.
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of 300,000 Private Placement Shares to the Sponsor at a price of $10.00
per Private Placement Share, generating gross proceeds of $3,000,000.A portion of the proceeds from the Private Placement Shares was added
to the proceeds from the Proposed Public Offering held in the Trust Account.
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On February 13, 2026, Sponsor paid $25,000
to cover certain offering costs of the Company in consideration for 1,725,000 ordinary shares (the “Founder Shares”). The
Founder Shares include an aggregate of up to 225,000 shares that are subject to forfeiture depending on the extent to which the underwriter’s
over-allotment option is exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the
Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public
Shares in the Initial Public Offering and excluding the Private Placement Shares). On April 16, 2026, the management team received indirect
interest in founder shares through membership interests in the Sponsor, including (i) to our Chief Executive Officer, Dr. Someit Sidhu
150,000 founder shares for his services, (ii) to our Chief Financial Officer, Mr. Nicholas Fernandez 50,000 founder shares for his services,
(iii) to each of four independent directors 25,000 founder shares for their board services, and (iv) to an independent consultant 25,000
founder shares for his services in connection to the Initial Public Offering.
The Founder Shares will remain with the Sponsor
if the holders of the Founder Shares are no longer serving the Company prior to the initial Business Combination. The transfer of the
Founder Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”
(“ASC 718”). Under FASB ASC 718, stock-based compensation associated with equity classified awards is measured at fair value
upon the assignment date. The total fair value of the 325,000 Founder Shares on April 16, 2026 was $800,800 or $2.46 per share. The Company
established the initial fair value of the Founder Shares on April 16, 2026, the date of the grant agreement, using a calculation prepared
by a third party valuation team which takes into consideration the underlying share price of $10.00 and implied market adjustment of 24.6%.
Stock-based compensation shall be subject to straight-line monthly vesting over the course of 24 months from the date when the registration
statement of the Initial Public Offering became effective, provided that the holder continues to work for the Company as an officer, director
or advisor. If the limited partner is an officer, director or advisor of the Company immediately prior to the consummation of a Business
Combination, any unvested share interests owned by limited partner will vest in full on consummation of the Business Combination. Any
share interest that is not vested when a limited partner ceases to work as an officer, director or advisor to the Company shall be forfeited
and cancelled unless the general partner decides otherwise, whereby the general partner shall make the decision that such share interests
shall not be forfeited and cancelled. As of April 20, 2026, the Company recognized stock-based compensation expense of $33,367 upon the
closing of the Initial Public Offering, and will continue to recognized such expense over the course of 24 months.
The Sponsor has agreed, subject to limited exceptions,
not to transfer, assign or sell any of the Founder Shares until the earliest of (A) 180 days after the completion of a Business Combination subsequent
to a Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange or other similar
transaction that results in all of the Public Shareholders having the right to exchange their Public ordinary shares for cash, securities
or other property.
Administrative Support Agreement
The Company intends to enter into an agreement,
commencing on April 16, 2026 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to
pay the Sponsor or its affiliates, a total of $20,000 per month for officer compensation and administrative services. As of April 20,
2026, no amount has been accrued for these services in the Company’s balance sheet.
Promissory Note — Related
Party
On February 12, 2026, the Sponsor entered
into an agreement to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering.
The loan was non-interest bearing, unsecured and due at the earlier of the closing of the Initial Public Offering or the date on which
the Company determines not to conduct an Initial Public Offering. As of April 20, 2026, the Company had borrowed $106,141 under the
promissory note and is currently due on demand. Borrowings under the promissory note are no longer available.
JATT II ACQUISITION CORP
NOTES TO FINANCIAL STATEMENT
APRIL 20, 2026
NOTE 5 — RELATED PARTY TRANSACTIONS
(cont.)
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 (“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 $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. As of April 20, 2026, the Company had no outstanding borrowings
under the Working Capital Loans.
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 are 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 are 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.
Underwriting Agreement
The Company granted the underwriter a 45-day option
to purchase up to 900,000 additional Public Shares to cover over-allotments at the Initial Public Offering price, less the underwriting
discounts and commissions. As of April 20, 2026, the over-allotment option remains open.
The underwriters were entitled to a cash underwriting
discount of $600,000 (1.0% of the gross proceeds of the Public Shares sold in the Initial Public Offering) which was paid at the closing
of the Initial Public Offering.
Additionally, the underwriters are entitled to
a deferred underwriting discount of 3.0% of the gross proceeds of the Initial Public Offering held in the Trust Account, $1,800,000 in
the aggregate, due upon the completion of the Company’s Initial Business Combination subject to the terms of the underwriting agreement.
NOTE 7 — SHAREHOLDERS’
DEFICIT
Preference Shares — The
Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting
and other rights and preferences as may be determined from time to time by the Company’s board of directors. At April 20, 2026,
there were no preference shares issued or outstanding.
Ordinary Shares — The
Company is authorized to issue 200,000,000 ordinary shares, with a par value of $0.0001 per share. At April 20, 2026, there were
2,025,000 ordinary shares issued and outstanding which includes the 300,000 Private Placement Shares and excludes 6,000,000 shares subject
to possible redemption, of which an aggregate of up to 225,000 shares are subject to forfeiture depending on the extent to which the underwriter’s
over-allotment option is exercised, so that the number of ordinary shares will equal 20% of the Company’s issued and outstanding
ordinary shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering
and excluding the Private Placement Shares).
The Founder Shares will automatically convert
into ordinary shares at the time of a Business Combination or earlier at the option of the holders.
JATT II ACQUISITION CORP
NOTES TO FINANCIAL STATEMENT
APRIL 20, 2026
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. |
The over-allotment liability value is $47,288.
The value of the over-allotment liability was determined using Black Scholes Valuation Model. The following table presents the quantitative
information regarding market assumptions used in the Level 3 valuation of the over-allotment liability:
| | |
April 20,
2026 | |
| Closing stock price | |
$ | 10.00 | |
| Exercise price | |
$ | 10.00 | |
| Volatility | |
| 1.67 | % |
| Daily treasury yield curve rate | |
| 3.70 | % |
| Expected term (years) | |
| 0.12 | |
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 for which separate financial information is
available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as
the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The measure of segment assets is reported on the
balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation,
CODM reviews several key metrics, which include the following:
| | |
April 20,
2026 | |
| Cash | |
$ | 2,400,000 | |
| Cash held in Trust Account | |
$ | 60,000,000 | |
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.
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to April 24, 2026, the date that the financial statement was issued. Based upon this
review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.
F-11
