Maywood Acquisition 2 (MYX) holds $100.7M in trust as SPAC clock ticks
Maywood Acquisition Corp. 2, a Cayman Islands SPAC, completed its April 15, 2026 IPO of 10,000,000 units at $10.00, raising $100,000,000, plus $1,400,000 from 140,000 private placement units. As of June 30, 2026, $100,738,435 was held in a U.S. Treasury-focused money market fund in a Trust Account, with cash of $307,155 outside the trust for working capital.
For the quarter ended June 30, 2026, the company reported net income of $751,398, driven mainly by $738,435 of dividend income on trust investments and a $70,726 gain from the expiration of the over-allotment option, partially offset by formation and operating costs. Shareholders’ equity was $228,203, with 10,000,000 Class A shares classified as temporary equity at redemption value of about $10.07 per share.
The SPAC has until April 15, 2027 (or July 15, 2027 if a definitive business combination agreement is announced) to complete a merger, or it must redeem public shares and liquidate. Management states that this mandatory liquidation timeline raises substantial doubt about its ability to continue as a going concern absent a successful business combination or extension. Disclosure controls and procedures were concluded to be not effective as of June 30, 2026.
Positive
- None.
Negative
- Substantial going-concern doubt: the mandatory April 15, 2027 deadline (or July 15, 2027 with a signed deal) to complete a business combination or liquidate raises substantial doubt about the company’s ability to continue as a going concern.
- Disclosure controls not effective: management, including the certifying officer, concluded that disclosure controls and procedures were not effective as of June 30, 2026.
Filing Explained
Founder-share cancellation remains unfinished, leaving 527,027 shares temporarily outstanding and preserving a pending ownership change.
The unaudited quarterly report states that Maywood Acquisition Corp. 2 had not selected a business-combination target or begun substantive discussions as of
The underwriter’s over-allotment option expired on
The public and private rights would produce Class A shares only when a business combination is completed, while the warrants would become exercisable only after the stated post-IPO or post-combination conditions; if no combination occurs, the rights and private-placement securities described in the filing can expire without participating in liquidation distributions.
Outside the Trust Account, the company reported
The next concrete resolution points are completion of the founder-share surrender and any filing disclosing a target, definitive agreement, or new working-capital borrowing.
Key Figures
Key Terms
Trust Account financial
Class A ordinary shares subject to possible redemption financial
over-allotment option liability financial
Working Capital Loans financial
emerging growth company regulatory
BlackRock Liquidity Funds Treasury Trust Fund financial
FAQ
What is Maywood Acquisition Corp. 2 (MYX) and what stage is it at?
How much cash and trust capital does MYX have as of June 30, 2026?
What were MYX’s earnings for the quarter ended June 30, 2026?
When must MYX complete a business combination before liquidating?
Does MYX face going-concern risks according to this 10-Q?
How many shares and warrants does MYX have outstanding after the IPO?
What did MYX conclude about its disclosure controls and procedures?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to __________
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(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
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☒ | Smaller reporting company | ||
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 14, 2026, the registrant had
INDEX
Part I - Financial Information |
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Item 1 – Financial Statements |
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Unaudited Balance Sheets as of June 30, 2026 and December 31, 2025 |
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Unaudited Statements of Operations for the Three and Six Months Ended June 30, 2026 and for the Period from June 3, 2025 (Inception) Through June 30, 2025 |
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Unaudited Statements of Changes in Shareholders' Equity for the Three and Six Months Ended June 30, 2026 and for the Period from June 3, 2025 (Inception) Through June 30, 2025 |
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Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2026 and for the Period from June 3, 2025 (Inception) Through June 30, 2025 |
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Notes to Unaudited Financial Statements |
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Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 – Quantitative and Qualitative Disclosures About Market Risk |
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Item 4 – Controls and Procedures |
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Part II - Other Information |
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Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 5 – Other Information |
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Item 6 – Exhibits |
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Signatures |
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| 2 |
| Table of Contents |
Part I - Financial Information
Item 1 – Financial Statements
MAYWOOD ACQUISITION CORP. 2
UNAUDITED BALANCE SHEETS
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
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ASSETS |
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Cash |
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Prepaid expenses |
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Deferred offering costs associated with proposed public offering |
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Total current assets |
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Investments held in Trust Account |
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Total Assets |
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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Promissory note – related party |
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Related party payable |
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Total current liabilities |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (NOTE 6) |
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Class A ordinary shares subject to possible redemption, |
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Shareholders' Equity: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Retained earnings (accumulated deficit) |
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Total shareholders' equity |
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Equity |
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(1) | Includes an aggregate of 527,027 Class B ordinary shares that were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full or in part. The over-allotment option expired unexercised on May 28, 2026, and such shares became subject to surrender for no consideration. The surrender and cancellation of such shares had not been completed as of the date these unaudited financial statements were issued; upon completion, 3,513,514 Class B ordinary shares will remain issued and outstanding (see Notes 5 and 7). | |||||
The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
| Table of Contents |
MAYWOOD ACQUISITION CORP. 2
UNAUDITED STATEMENTS OF OPERATIONS
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| For the Three Months Ended June 30, 2026 |
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| For the Period from June 3, 2025 (Inception) Through June 30, 2025 |
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| For the Six Months Ended June 30, 2026 |
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Expenses |
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Formation and operating costs |
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| $ | 4,431 |
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Offering costs attributable to over-allotment option liability |
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| - |
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Total expenses |
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| (4,431 | ) |
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Interest income |
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Dividend income earned on investments held in Trust Account |
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Change in fair value of over-allotment option liability |
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Total other income |
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Net income (loss) |
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| $ | (4,431 | ) | ||
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Weighted average redeemable Class A ordinary shares outstanding, basic and diluted |
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Basic and diluted net income (loss) per redeemable Class A ordinary share |
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Weighted average non-redeemable Class A ordinary shares outstanding, basic and diluted |
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Basic and diluted net income (loss) per non-redeemable Class A ordinary share |
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| $ |
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Weighted average Class B ordinary shares outstanding, basic and diluted |
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| 3,896,236 |
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Basic and diluted net income (loss) per Class B ordinary share (1) |
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| $ | ( | ) |
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| $ | (0.00 | ) | ||
(1) | For the 2026 periods, weighted average Class B ordinary shares outstanding exclude 527,027 Class B ordinary shares that were subject to forfeiture. The underwriters’ over-allotment option expired unexercised on May 28, 2026, and such shares became subject to surrender for no consideration and remain excluded from weighted average shares outstanding (see Notes 5 and 7). |
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
| Table of Contents |
MAYWOOD ACQUISITION CORP. 2
UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND
FOR THE PERIOD FROM JUNE 3, 2025 (INCEPTION) THROUGH JUNE 30, 2025
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| Class A Ordinary Shares |
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| Class B Ordinary Shares |
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| Additional Paid-In |
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| Retained Earnings (accumulated |
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| Total Shareholders' |
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| Shares |
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| Amount |
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| Amount |
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| Capital |
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| deficit) |
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| Equity |
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Balance, December 31, 2025 |
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Net loss for the period |
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Balance, March 31, 2026 |
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Issuance of private placement units – Class A ordinary shares |
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Issuance of representative shares to underwriter |
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Proceeds allocated to public warrants |
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Proceeds allocated to public rights |
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Offering costs allocated to equity-classified instruments (2) |
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Remeasurement of Class A ordinary shares subject to possible redemption to redemption value |
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Subsequent remeasurement of Class A ordinary shares subject to possible redemption |
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Net income for the period |
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Balance, June 30, 2026 |
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| Class A Ordinary Shares |
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| Class B Ordinary Shares |
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| Additional Paid-In |
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| Accumulated |
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| Total Shareholders' |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Equity |
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Balance as of June 3, 2025 (inception) |
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| $ |
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Issuance of Class B ordinary shares to Sponsor (1) |
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Net loss |
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Balance, June 30, 2025 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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(1) | Includes an aggregate of 527,027 Class B ordinary shares that were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full or in part. The option expired unexercised on May 28, 2026, and such shares became subject to surrender for no consideration; the surrender and cancellation had not been completed as of the date these unaudited financial statements were issued (see Notes 5 and 7). | ||||||
(2) | Transaction costs were allocated among the redeemable Class A ordinary shares, warrants, rights and other equity-classified instruments using the relative fair value method. | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
| Table of Contents |
MAYWOOD ACQUISITION CORP. 2
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND
FOR THE PERIOD FROM JUNE 3, 2025 (INCEPTION) THROUGH JUNE 30, 2025
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| For the Six Months Ended June 30, 2026 |
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| For the Period from June 3, 2025 (Inception) Through June 30, 2025 |
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Cash flows from operating activities: |
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Net income (loss) |
| $ |
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| $ | ( | ) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Formation and operating costs paid by Sponsors through related party payable |
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Dividend income earned on investments held in Trust Account |
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Offering costs attributable to over-allotment option liability |
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Change in fair value of over-allotment option liability |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable and accrued expenses |
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Related party payable – administrative services |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Investment of cash in Trust Account |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from Initial Public Offering |
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Proceeds from sale of Private Placement Units |
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Proceeds from promissory note – related party |
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Payment of offering costs |
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Net cash provided by financing activities |
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Net increase in cash |
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Cash – beginning of period |
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Cash – end of period |
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| $ |
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Supplemental disclosure of non-cash investing and financing activities: |
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Settlement of promissory note – related party against proceeds of Private Placement Units |
| $ |
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| $ |
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Representative shares issued to underwriter as non-cash underwriting compensation |
| $ |
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| $ |
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Remeasurement of Class A ordinary shares subject to possible redemption to redemption value |
| $ |
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| $ |
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Proceeds allocated to over-allotment option liability |
| $ |
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| $ |
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Subscription receivable from issuance of Class B ordinary shares to Sponsor |
| $ |
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| $ |
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The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
| Table of Contents |
MAYWOOD ACQUISITION CORP. 2
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Maywood Acquisition Corp. 2 (the "Company") is a blank check company incorporated as a Cayman Islands exempted company on June 3, 2025. The Company was 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 or entities (a "Business Combination").
The Company has not selected any target business and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding an initial Business Combination with the Company. The Company may pursue an initial Business Combination in any industry or geographic location that it determines is attractive and in the best interests of its shareholders.
Stone Bay, LLC and West Pike, LLC are the Company’s co-sponsors (together, the "Sponsors").
As of June 30, 2026, the Company had not commenced any operations. All activity through June 30, 2026 relates to the Company’s formation and its initial public offering (the "Initial Public Offering"), which is described in Note 3. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of dividend income earned on the proceeds of the Initial Public Offering held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.
The registration statement for the Initial Public Offering was declared effective on April 13, 2026, and the Company consummated its Initial Public Offering on April 15, 2026.
The underwriter’s 45-day option to purchase up to
Transaction costs related to the Initial Public Offering amounted to approximately $
Business Combination
The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the trust account (the "Trust Account") established in connection with the Initial Public Offering (excluding taxes payable on the interest earned on the Trust Account) at the time of the execution of a definitive agreement for such Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. There is no assurance that the Company will be able to successfully effect a Business Combination.
Trust Account
Following the closing of the Initial Public Offering on April 15, 2026, an amount of $
As of June 30, 2026, investments held in the Trust Account amounted to $
| 7 |
| Table of Contents |
Redemption Rights
The Company will provide the holders of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either in connection with a shareholder meeting called to approve the Business Combination or by means of a tender offer. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned thereon, net of taxes payable). There are no redemption rights with respect to the Company’s warrants or rights.
All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, a Business Combination, or certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480, "Distinguishing Liabilities from Equity," redemption provisions not solely within the control of the Company require such shares to be classified outside of permanent equity. As the Public Shares were issued with other freestanding instruments (i.e., warrants and rights), the initial carrying value of the Public Shares classified as temporary equity is determined in accordance with ASC 470-20.
The Company has elected to recognize changes in redemption value immediately as they occur and to adjust the carrying amount of the Public Shares to equal the redemption value at the end of each reporting period. Accordingly, the Public Shares are presented at redemption value and are classified as temporary equity until such time as a redemption event occurs. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from the initial carrying value to the redemption value. Changes in the carrying value of redeemable Public Shares are recorded as adjustments to additional paid-in capital (to the extent available) and accumulated deficit.
Liquidation
The Company will have until 12 months from the closing of the Initial Public Offering (or 15 months in the event that a definitive Business Combination agreement has been publicly announced) to consummate a Business Combination. If the Company is unable to complete a Business Combination within such period, the Company will
The Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete a Business Combination within the required time period. However, if the Sponsors acquire Public Shares, they will be entitled to liquidating distributions with respect to such Public Shares.
To protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by vendors or prospective target businesses reduce the amount of funds in the Trust Account, subject to certain exceptions, including claims by third parties who have executed waivers and claims under the Company’s indemnification of the underwriters.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going Concern Consideration
As of June 30, 2026, the Company had $
In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, 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"). Such Working Capital Loans, if any, would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, a portion of such loans may be converted into private placement units at a price of $
The Company has until April 15, 2027 (or July 15, 2027 in the event that a definitive Business Combination agreement has been publicly announced) to consummate a Business Combination. If the Company is unable to complete a Business Combination by such date, the Company will be required to cease all operations except for the purpose of winding up, redeem the Public Shares and thereafter liquidate and dissolve, unless the completion period is validly extended. It is uncertain that the Company will be able to consummate a Business Combination by this date.
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In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, "Presentation of Financial Statements – Going Concern," management has determined that the Company’s mandatory liquidation and subsequent dissolution, should a Business Combination not be completed by April 15, 2027, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these unaudited financial statements are issued. Management intends to address this uncertainty through the completion of a Business Combination or a valid extension of the completion period; however, there can be no assurance that these plans will be successful. These unaudited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Basis of Presentation
The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), including the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. 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. The accompanying unaudited financial statements should be read in conjunction with the Company’s audited financial statements as of December 31, 2025 included in the Company’s final prospectus dated April 13, 2026 and the audited balance sheet as of April 15, 2026 included as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2026.
Emerging Growth Company
The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, it is eligible to 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, or 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 non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for its securities and the prices of its securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. This may make comparison of the Company’s unaudited 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 standard used. The Company intends to take advantage of the benefits of this extended transition period.
Use of Estimates
The preparation of the unaudited financial statements 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 unaudited 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 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 $
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Investments Held in Trust Account
As of June 30, 2026, the assets held in the Trust Account, amounting to $
Deferred Offering Costs
The Company complies with the requirements of ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering." Deferred 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 applied the guidance in ASC 470-20 by analogy to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares, warrants, and rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value of the warrants and rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged against the carrying amount of the Class A ordinary shares subject to possible redemption (temporary equity), and offering costs allocated to the warrants and rights included in the Units and the Private Placement Units, and to the other equity-classified instruments, were charged to shareholders’ equity (additional paid-in capital), as such instruments, after management’s evaluation, are accounted for as equity. Offering costs allocated to the over-allotment option liability, which is classified as a liability under ASC 480, were expensed as incurred and are presented separately in the accompanying unaudited statements of operations.
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 adjusts 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 the initial book value to the redemption value. Changes in the carrying value of redeemable shares are recorded as adjustments to 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’ equity section of the Company’s balance sheet. As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
|
| Number of Shares |
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| Amount |
| ||
Public offering proceeds |
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|
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| $ |
| ||
Less: |
|
|
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|
|
Proceeds allocated to public rights |
|
|
|
|
|
| ( | ) |
Proceeds allocated to public warrants |
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|
|
|
|
| ( | ) |
Proceeds allocated to over-allotment option liability |
|
|
|
|
|
| ( | ) |
Allocation of offering costs related to redeemable shares |
|
|
|
|
|
| ( | ) |
Add: |
|
|
|
|
|
|
|
|
Accretion of carrying value to redemption value |
|
|
|
|
|
|
| |
Balance as of April 15, 2026 |
|
|
|
|
|
| ||
Subsequent remeasurement of carrying value to redemption value |
|
|
|
|
|
|
| |
Class A ordinary shares subject to possible redemption – June 30, 2026 |
|
|
|
| $ |
| ||
The Class B ordinary shares are classified as a component of shareholders’ equity since they are not subject to possible redemption outside of the Company’s control.
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Share Rights
The Company accounted for the Public and Private Placement Share Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, "Derivatives and Hedging." The Company evaluated the rights and concluded that they meet the criteria for equity classification. Accordingly, the rights are classified as equity at their assigned value upon issuance and are not subject to subsequent remeasurement.
Warrant Instruments
The Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, "Derivatives and Hedging," specifically ASC 815-40, "Contracts in Entity’s Own Equity." The Company evaluated the warrant instruments and concluded that they meet the criteria for equity classification, as the warrants are indexed to the Company’s own stock and meet all conditions for equity classification under ASC 815-40. Accordingly, the warrants are classified as equity at their assigned value upon issuance and are not subject to subsequent remeasurement.
As of June 30, 2026, there were
Over-Allotment Option
In connection with the Initial Public Offering, the Company granted the underwriter a
Income Taxes
The Company complies with the accounting and reporting requirements of ASC 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 financial statement 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.
ASC 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. There were no unrecognized tax benefits as of June 30, 2026. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
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 (“FDIC”) insurance limit of $
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Net Income (Loss) Per Ordinary Share
The Company complies with the accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." The Company has three classes of shares for purposes of computing net income (loss) per share: Class A ordinary shares subject to possible redemption, non-redeemable Class A ordinary shares and Class B ordinary shares. Income and losses are allocated ratably between the classes based on the weighted average number of shares outstanding during the periods, as the classes share ratably in the Company’s income and losses. Basic and diluted net income (loss) per ordinary share is computed by dividing the net income (loss) allocable to each class by the weighted average number of ordinary shares of that class outstanding during the period. The
|
| Three Months Ended June 30, 2026 Redeemable Class A |
|
| Non-Redeemable Class A |
|
| Class B |
| |||
Allocation of net income (loss) |
| $ |
|
| $ |
|
| $ |
| |||
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic and diluted net income (loss) per share |
| $ |
|
| $ |
|
| $ |
| |||
|
| Period from June 3, 2025 (Inception) Through June 30, 2025 Redeemable Class A |
|
| Non-Redeemable Class A |
|
| Class B |
| |||
Allocation of net income (loss) |
| $ |
|
| $ |
|
| $ | ( | ) | ||
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic and diluted net income (loss) per share |
| $ |
|
| $ |
|
| $ | ( | ) | ||
|
| Six Months Ended June 30, 2026 Redeemable Class A |
|
| Non-Redeemable Class A |
|
| Class B |
| |||
Allocation of net income (loss) |
| $ |
|
| $ |
|
| $ |
| |||
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic and diluted net income (loss) per share |
| $ |
|
| $ |
|
| $ |
| |||
|
| Period from June 3, 2025 (Inception) Through June 30, 2025 Redeemable Class A |
|
| Non-Redeemable Class A |
|
| Class B |
| |||
Allocation of net income (loss) |
| $ |
|
| $ |
|
| $ | ( | ) | ||
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic and diluted net income (loss) per share |
| $ |
|
| $ |
|
| $ | ( | ) | ||
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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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, and gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The fair value hierarchy and the Company’s assets and liabilities measured at fair value are described in Note 8.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, "Fair Value Measurement," approximates the carrying amounts represented in the accompanying unaudited balance sheets, primarily due to their short-term nature.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances annual and interim segment disclosures, including additional information on segment expenses, the role of the Chief Operating Decision Maker (CODM), and how segment performance is evaluated. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. Early adoption is permitted. The adoption of this ASU resulted in additional disclosures but did not have a material impact on the Company’s financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires more detailed information in the effective tax rate reconciliation and income taxes paid. As an emerging growth company that has elected to use the extended transition period for complying with new or revised accounting standards, the guidance is effective for the Company for its annual period beginning January 1, 2026. Given that there is currently no taxation imposed by the government of the Cayman Islands, the Company does not expect the adoption of this guidance to have a material impact on its financial statements.
Management does not believe any other recently issued, but not yet effective, accounting standards will have a material impact on the Company’s financial statements.
NOTE 3 – INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering consummated on April 15, 2026, the Company sold
Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $
The Public Share Rights will automatically convert into Class A ordinary shares upon the consummation of a Business Combination at a ratio of one-fourth (1/4) of one Class A ordinary share for each right, subject to adjustment. If the Company does not complete a Business Combination within the prescribed time period, the rights will expire worthless.
No fractional Class A ordinary shares will be issued upon conversion of the Public Share Rights, and holders will not receive cash in lieu of fractional shares.
NOTE 4 – PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering on April 15, 2026, West Pike, LLC, one of the Company’s sponsors, purchased an aggregate of
Each Private Placement Unit consists of one Class A ordinary share, one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company’s initial business combination, and one redeemable warrant (the "Private Placement Warrants").
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The Private Placement Units are identical to the units sold in the Initial Public Offering, except that: (i) the Private Placement Units, including the securities underlying such units, may not be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, subject to certain limited exceptions; and (ii) the Private Placement Units are entitled to registration rights.
The Sponsors, officers and directors have entered into a letter agreement with the Company pursuant to which they have agreed to: (i) waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the Company’s initial business combination; (ii) waive their redemption rights with respect to any founder shares and public shares held by them in connection with certain amendments 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 any founder shares if the Company fails to complete an initial business combination within the prescribed time period, although they will be entitled to liquidating distributions with respect to any public shares they hold; and (iv) vote any founder shares and public shares held by them in favor of the Company’s initial business combination.
If the Company does not complete an initial business combination within the required time period, the Private Placement Rights and Private Placement Warrants will expire worthless, and the Private Placement Shares will not participate in liquidating distributions from the Trust Account.
NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares
On June 4, 2025, the Company approved the acquisition by Stone Bay, LLC of an aggregate of
In October 2025, the Company effected a share capitalization, resulting in the issuance of an additional
The underwriters’ over-allotment option expired unexercised on May 28, 2026. As a result, the
Promissory Note — Related Party
In August 2025, Stone Bay, LLC, one of the Company’s sponsors, agreed to loan the Company up to $
The Promissory Note is non-interest bearing and is payable upon the closing of the Initial Public Offering out of the proceeds not held in the Trust Account or, if not repaid at such time, on or before December 31, 2026.
Related Party Payable
As of June 30, 2026, the related party payable balance of $
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Administrative Services Agreement
In connection with the closing of the Initial Public Offering in April 2026, the Company entered into an administrative services agreement with an affiliate of the Sponsors, pursuant to which the Company will pay $
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, 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 such Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such 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 such 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. Such Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Units (including the securities contained therein), and any securities that may be issued upon conversion of Working Capital Loans (if any) will be entitled to registration rights pursuant to a registration rights agreement. This agreement requires the Company to register such securities for resale. In the case of the Founder Shares, registration rights will apply only after they are converted into Class A ordinary shares.
The holders of these securities are entitled to make up to three demands, excluding short-form demands, to register such securities. In addition, these holders will have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
In connection with the Initial Public Offering, the Company entered into an engagement letter with D. Boral Capital LLC (the "Underwriter") to act as sole book-running manager. Pursuant to the agreement, the Underwriter was entitled to a cash underwriting fee of $
The Company also agreed to reimburse the Underwriter for out-of-pocket expenses not to exceed $
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| Table of Contents |
NOTE 7 – SHAREHOLDERS’ EQUITY
Preference Shares — The Company is authorized to issue up to
Class A Ordinary Shares — The Company is authorized to issue up to
As of June 30, 2026, there were
In addition, as of June 30, 2026, there were
Class B Ordinary Shares — The Company is authorized to issue up to
Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law; provided that prior to the closing of a Business Combination, only holders of Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands.
On June 4, 2025, the Sponsors purchased
The underwriters’ over-allotment option expired unexercised on May 28, 2026. Upon expiration of the option, the
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as converted basis, 26% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering plus all Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination (excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination) less any Class A ordinary shares redeemed in connection with the Business Combination. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
Rights — Each unit issued in the Initial Public Offering and in the private placement includes one right. Each right entitles the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Accordingly, every four rights entitle the holder to receive one whole Class A ordinary share. If the Company is the surviving entity upon completion of the initial Business Combination, the conversion of rights will occur automatically. If the Company is not the surviving entity upon completion of the initial Business Combination, each holder of rights will be required to affirmatively convert its rights in order to receive the underlying Class A ordinary shares.
No fractional Class A ordinary shares will be issued upon conversion of the rights. Fractional shares will be rounded down to the nearest whole share or otherwise addressed in accordance with applicable Cayman Islands law. As a result, holders must hold rights in multiples of four in order to receive shares for all of their rights upon the closing of an initial Business Combination.
The rights do not carry any voting rights or redemption rights and do not participate in liquidating distributions. If the Company is unable to complete an initial Business Combination within the prescribed time period and redeems the Public Shares, holders of rights will not receive any funds from the Trust Account with respect to such rights, and the rights will expire worthless.
As of June 30, 2026, there were
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Warrants — As of June 30, 2026, there were
Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $
The warrants will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. In no event will the Company be required to net cash settle the warrants.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant unless the shares issuable upon such exercise have been registered, qualified or deemed exempt under applicable securities laws. If such conditions are not satisfied, the holder of such warrant will not be entitled to exercise the warrant and such warrant may expire worthless.
Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants,
The Private Placement Warrants are identical to the Public Warrants.
The warrant agreement includes customary anti-dilution provisions that adjust the number of shares issuable upon exercise and the exercise price in the event of share capitalizations, subdivisions, reorganizations or similar events. In addition, the warrant agreement includes provisions that adjust the exercise price in connection with certain issuances of equity securities in connection with a Business Combination. Such provisions are designed to preserve the economic value of the warrants and do not result in variability inconsistent with equity classification under ASC 815-40.
In the event of a reclassification, reorganization, merger, consolidation or similar transaction, warrant holders will be entitled to receive the same form and amount of consideration that they would have received if they had exercised their warrants immediately prior to such event.
The warrants are issued in registered form under a warrant agreement with a warrant agent. The warrant agreement provides that the terms of the warrants may be amended with the consent of holders of at least 50% of the outstanding warrants, subject to certain exceptions.
The warrant holders do not have the rights or privileges of holders of Class A ordinary shares, including voting rights or dividend rights, until they exercise their warrants and receive Class A ordinary shares.
NOTE 8 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
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The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description |
| Level |
|
| June 30, 2026 |
| ||
Assets: |
|
|
|
|
|
| ||
Investments held in Trust Account – money market fund |
|
|
|
| $ |
| ||
The Public Warrants, Private Placement Warrants, Public Rights and Private Placement Rights are classified within shareholders’ equity and are not subsequently remeasured. The Public Shares are classified as temporary equity and are remeasured to redemption value as described in Note 2. The assigned values discussed below represent non-recurring fair value measurements determined as of April 15, 2026, the issuance date, solely for purposes of allocating the gross proceeds and offering costs among the instruments issued.
The fair value of the warrants was $
The Private Placement Warrants are identical to the Public Warrants.
The warrants have been classified within shareholders’ equity and are not subject to subsequent remeasurement.
The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Warrants:
Input |
| April 15, 2026 |
| |
Risk-free interest rate |
|
| % | |
Expected term (years) |
|
|
| |
Pre-business combination volatility |
|
| % | |
Post-business combination volatility |
|
| % | |
Exercise price |
| $ |
| |
Underlying Class A ordinary share price |
| $ |
| |
Redemption threshold price |
| $ |
| |
Redemption threshold days |
|
| ||
Redemption price |
| $ |
| |
Probability of completing a Business Combination |
|
| % | |
The fair value of the rights was $
The rights have been classified within shareholders’ equity and are not subject to subsequent remeasurement.
The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Rights:
Input |
| April 15, 2026 |
| |
Risk-free interest rate |
|
| % | |
Expected term (years) |
|
|
| |
Underlying Class A ordinary share price |
| $ |
| |
Probability of completing a Business Combination |
|
| % | |
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| Table of Contents |
Over-Allotment Option Liability
The over-allotment option granted to the underwriter was a freestanding financial instrument indexed to the Company’s contingently redeemable Public Shares and was accounted for as a liability under ASC 480, measured at fair value with changes in fair value recognized in earnings (see Note 2). The fair value of the option was determined using a Black-Scholes option pricing model. The original contractual term was 45 days from the April 13, 2026 prospectus date; as of the April 15, 2026 measurement date, the remaining contractual term was 43 days, or approximately 0.1178 years. The measurement was categorized within Level 3 of the fair value hierarchy. The following table presents the quantitative information regarding the inputs used in the Level 3 valuation of the over-allotment option:
Input |
| April 15, 2026 |
| |
Number of option Units |
|
|
| |
Underlying Unit fair value |
| $ |
| |
Exercise price per Unit |
| $ |
| |
Remaining contractual term (years) |
|
|
| |
Expected volatility |
|
| % | |
Risk-free interest rate |
|
| % | |
Fair value per option Unit |
| $ |
| |
The option expired unexercised on May 28, 2026, and its fair value at that date was zero. The following table presents the change in the fair value of the over-allotment option liability:
|
| Over-Allotment Option Liability |
| |
Initial recognition at April 15, 2026 |
| $ |
| |
Change in fair value |
|
| ( | ) |
Balance as of June 30, 2026 |
| $ |
| |
There were no transfers into or out of Level 3 during the three and six months ended June 30, 2026.
NOTE 9 — SEGMENT INFORMATION
ASC Topic 280, "Segment Reporting," establishes standards for companies to report in their financial statements 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 chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer and Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company has one operating and reportable segment.
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| Table of Contents |
The CODM assesses performance for the single segment and decides how to allocate resources based on net income (loss), which is the same measure reported in the accompanying unaudited statements of operations. The CODM uses net income (loss) to monitor budgeted versus actual formation and operating costs, to manage expenditures, and to assess the sufficiency of the Company’s liquidity to fund operations and pursue a Business Combination within the prescribed completion period. The measure of segment assets is total assets as reported on the accompanying unaudited balance sheets. Significant segment expenses and other segment items regularly provided to the CODM are as follows:
|
| For the Three Months Ended June 30, 2026 |
|
| For the Period from June 3, 2025 (Inception) Through June 30, 2025 |
|
| For the Six Months Ended June 30, 2026 |
|
| For the Period from June 3, 2025 (Inception) Through June 30, 2025 |
| ||||
Less: Formation and operating costs |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | (4,431 | ) |
Less: Offering costs attributable to over-allotment option liability |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Interest income |
|
|
|
|
|
|
|
|
|
|
| - |
| |||
Dividend income earned on investments held in Trust Account |
|
|
|
|
|
|
|
|
|
|
| - |
| |||
Change in fair value of over-allotment option liability |
|
|
|
|
| - |
|
|
|
|
|
| - |
| ||
Net income (loss) |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ | (4,431 | ) | ||
Segment assets, representing total assets, were $
NOTE 10 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through August 14, 2026, the date the unaudited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited financial statements.
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Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations
References to the "Company," "our," "us" or "we" refer to Maywood Acquisition Corp. 2. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (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 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 the future financial performance of the Company and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on June 3, 2025. We were 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 or entities (a "Business Combination").
We have not selected any specific Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. We may pursue a Business Combination target in any industry or geographic location. We intend to use cash derived from the proceeds of our Initial Public Offering and the sale of the Private Placement Units, our capital stock, debt or a combination of cash, stock and debt, in effecting a Business Combination.
As of June 30, 2026, we had not commenced any operations. All activity through June 30, 2026 related to our formation and the Initial Public Offering. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. Prior to the consummation of the Initial Public Offering, we generated limited non-operating income in the form of interest on cash and cash equivalents. Following the consummation of the Initial Public Offering, we generated non-operating income from investments held in the Trust Account.
The registration statement for our Initial Public Offering was declared effective by the SEC on April 13, 2026. On April 15, 2026, we consummated our Initial Public Offering of 10,000,000 units (the "Units") at a price of $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 140,000 private placement units (the "Private Placement Units") to West Pike, LLC, one of our co-sponsors, at a price of $10.00 per Private Placement Unit, generating aggregate gross proceeds of $1,400,000. The underwriter did not exercise its 45-day over-allotment option to purchase up to 1,500,000 additional Units, and the option expired unexercised on May 28, 2026. As a result, 527,027 founder shares held by Stone Bay, LLC became subject to surrender to us for no consideration; the surrender and cancellation of such shares had not been completed as of the date of this Quarterly Report, and 4,040,541 Class B ordinary shares remained issued and outstanding.
Upon the closing of the Initial Public Offering and the private placement on April 15, 2026, $100,000,000 ($10.00 per Unit sold in the Initial Public Offering) was placed in a U.S.-based trust account (the "Trust Account") maintained by Continental Stock Transfer & Trust Company, acting as trustee.
We will have until 12 months from the closing of the Initial Public Offering (April 15, 2027) (or 15 months (July 15, 2027) in the event that a definitive Business Combination agreement has been publicly announced) to consummate our initial Business Combination. If we are unable to complete a Business Combination within such period, we will redeem the public shares and liquidate.
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| Table of Contents |
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through June 30, 2026 were organizational activities, those necessary to prepare for our Initial Public Offering, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination.
For the three months ended June 30, 2026, we had net income of $751,398, consisting of formation and operating costs of $56,223, and offering costs of $3,155 attributable to the over-allotment option liability, offset by interest income of $1,615, dividend income earned on investments held in the Trust Account of $738,435 and a gain of $70,726 on the change in fair value of the over-allotment option liability. Our operating costs for the period consisted primarily of legal, accounting, regulatory, listing, insurance and other costs associated with operating as a public company and preparing for a Business Combination.
For the period from June 3, 2025 (inception) through June 30, 2025, we had a net loss of $4,431, consisting of formation and operating costs.
For the six months ended June 30, 2026, we had net income of $746,812, consisting of formation and operating costs of $61,003 and offering costs of $3,155 attributable to the over-allotment option liability, offset by interest income of $1,809, dividend income earned on investments held in the Trust Account of $738,435 and a gain of $70,726 on the change in fair value of the over-allotment option liability. The over-allotment option was recognized as a liability out of the proceeds of the Initial Public Offering on April 15, 2026 and expired unexercised on May 28, 2026, at which time its fair value was zero.
Liquidity and Capital Resources
As of June 30, 2026, we had $307,155 in cash held outside the Trust Account and working capital of $228,203.
Our liquidity needs through June 30, 2026 had been satisfied through a payment of $25,000 from Stone Bay, LLC, one of our co-sponsors, for the founder shares, loans from Stone Bay, LLC under an unsecured promissory note and, following the closing of the Initial Public Offering on April 15, 2026, the net proceeds of the Initial Public Offering and the Private Placement not held in the Trust Account. As of June 30, 2026, $99,000 was outstanding under the promissory note.
For the six months ended June 30, 2026, net cash used in operating activities was $110,888. Net income of $746,812 was adjusted for dividend income earned on investments held in the Trust Account of $738,435, the $70,726 gain on the change in fair value of the over-allotment option liability and $3,155 of offering costs attributable to that liability (all non-cash items) and formation and operating costs of $640 paid directly by the Sponsors through the related party payable, and was further affected by changes in operating assets and liabilities of $(52,334), consisting of an increase in prepaid expenses of $61,544, partially offset by an increase in accounts payable and accrued expenses of $5,042 and an increase of $4,168 in amounts accrued under the administrative services agreement.
For the six months ended June 30, 2026, net cash used in investing activities was $100,000,000, consisting of cash deposited into the Trust Account upon the closing of the Initial Public Offering and the Private Placement.
For the six months ended June 30, 2026, net cash provided by financing activities was $100,408,655, consisting of $100,000,000 of gross proceeds from the Initial Public Offering, $1,330,000 of cash proceeds from the sale of the Private Placement Units and $80,000 of drawdowns under the promissory note from Stone Bay, LLC, partially offset by $1,001,345 of offering costs paid. The remaining $70,000 of the $1,400,000 Private Placement purchase price was funded through a non-cash settlement of the promissory note.
On April 15, 2026, we consummated our Initial Public Offering and the related private placement, generating aggregate gross proceeds of $101,400,000, of which $100,000,000 was placed in the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned thereon (less amounts required to pay taxes, if any), to complete our initial Business Combination. 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, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to finance transaction costs in connection with a Business Combination, our co-sponsors or an affiliate of our co-sponsors, or certain of our officers and directors, may, but are not obligated to, loan us funds as may be required (the "Working Capital 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 converted into private placement units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. As of June 30, 2026, no Working Capital Loans were outstanding.
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| Table of Contents |
Going Concern
As of June 30, 2026, we had $307,155 in cash held outside the Trust Account and working capital of $228,203. We have until April 15, 2027 (or July 15, 2027 in the event that a definitive Business Combination agreement has been publicly announced) to consummate our initial Business Combination. In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, "Presentation of Financial Statements – Going Concern," management has determined that our mandatory liquidation and subsequent dissolution, should a Business Combination not be completed by April 15, 2027, raise substantial doubt about our ability to continue as a going concern for a period of one year after the date the accompanying unaudited financial statements are issued. Management intends to address this uncertainty through the completion of a Business Combination or a valid extension of the completion period; however, there can be no assurance that these plans will be successful. The unaudited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Off-Balance Sheet Arrangements and Contractual Obligations
As of June 30, 2026, we had no material off-balance sheet arrangements or long-term contractual cash requirements other than the promissory note and the administrative services agreement described in Notes 5 and 6 to the unaudited financial statements included in this Quarterly Report.
Critical Accounting Estimates
The preparation of our unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The valuation of the over-allotment option involved significant estimates and assumptions, including the fair value of the underlying Units, expected volatility and the risk-free interest rate. The valuation of the warrants, the rights and the representative shares issued in connection with the Initial Public Offering involved significant estimates and assumptions, including the fair value of the underlying Class A ordinary shares and the probability of completing a Business Combination. These estimates are described in Note 8 to the unaudited financial statements. Actual results could differ materially from those estimates.
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| Table of Contents |
Item 3 – Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4 – Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are 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. Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our "Certifying Officer"), the effectiveness of our disclosure controls and procedures as of June 30, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
Following the closing of our Initial Public Offering on April 15, 2026, we implemented disclosure controls and procedures and internal control over financial reporting appropriate for our operations as a public reporting company, including engaging an external accounting firm with experience in special purpose acquisition company financial reporting. Other than the foregoing, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| Table of Contents |
Part II - Other Information
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
On June 4, 2025, Stone Bay, LLC, one of the Company’s sponsors, paid $25,000, or approximately $0.01 per share, to cover certain of our offering costs in exchange for 2,424,324 Class B ordinary shares. In October 2025, we effected a share capitalization resulting in the issuance of an additional 1,616,217 founder shares. As a result, Stone Bay, LLC held an aggregate of 4,040,541 founder shares. Upon the expiration of the underwriter’s over-allotment option on May 28, 2026, 527,027 founder shares held by Stone Bay, LLC became subject to surrender to us for no consideration; upon completion of the surrender and cancellation, 3,513,514 Class B ordinary shares will remain issued and outstanding. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act").
On April 15, 2026, we consummated our initial public offering (the "IPO") of 10,000,000 units ("Units"). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share ("Ordinary Shares"), one right ("Rights"), each Right entitling its holder to receive one-fourth of one Ordinary Share upon the completion of the Company’s initial business combination, and one warrant ("Warrants"), each Warrant entitling the holder to purchase one Ordinary Share for $11.50. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-294616). The registration statement was declared effective on April 13, 2026. The underwriter’s 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments expired unexercised on May 28, 2026, and no additional Units were issued.
Simultaneously with the consummation of the IPO, the Company consummated a private placement (the "Private Placement") of 140,000 units ("Private Placement Units"), at a price of $10.00 per Private Placement Unit, generating total proceeds of $1,400,000. The Private Placement Units were purchased by West Pike, LLC, one of the Company’s sponsors. The Private Placement Units are identical to the Units sold in the IPO, subject to certain exceptions. West Pike has agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
An aggregate of $100,000,000 was deposited in the trust account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering ($10.00 per Unit sold in the Initial Public Offering).
Transaction costs related to the Initial Public Offering amounted to approximately $4,468,991, consisting of $500,000 of cash underwriting fees, $3,348,381 representing the fair value of representative shares issued to the underwriter, and $620,610 of other offering costs, including legal, audit and filing fees.
There has been no material change in the planned use of proceeds from the Initial Public Offering and the Private Placement as described in our final prospectus dated April 13, 2026.
For a description of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 5 – Other Information
During the quarter ended June 30, 2026, no
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| Table of Contents |
Item 6 – Exhibits
Exhibit No. |
| Description |
31.1* |
| Certification of Principal Executive Officer and 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 and 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. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document. |
* Filed herewith
** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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| Table of Contents |
SIGNATURES
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 thereunto duly authorized.
| MAYWOOD ACQUISITION CORP. 2 |
| |
|
|
|
|
Dated: August 14, 2026 | By: | /s/ Zikang Wu |
|
|
| Zikang Wu |
|
|
| Chief Executive Officer and Chief Financial Officer |
|
|
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
|
| 27 |