Space Asset Acquisition (SAAQ) posts Q1 2026 net income on SPAC trust interest
Space Asset Acquisition Corp. is a newly formed SPAC focused on the global space economy. It completed its IPO on January 29, 2026, selling 23,000,000 units for gross proceeds of $230,000,000, with those funds placed in a restricted trust account.
As of March 31, 2026, the trust held marketable securities of $231,330,197, reflecting interest income. The company reported quarterly net income of $1,004,284, driven by $1,330,197 of earnings on trust investments, partly offset by $335,280 of general and administrative expenses.
Cash outside the trust was $1,541,176, supporting a working capital surplus of $1,622,396, and management states that prior going concern doubts have been alleviated. The SPAC has until January 29, 2028 to complete a qualifying business combination or else must liquidate and return funds to public shareholders.
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Key Figures
Key Terms
blank check company financial
Trust Account financial
Business Combination financial
redeemable Class A ordinary shares financial
emerging growth company regulatory
deferred underwriting fee financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from ______________ to ______________
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Telephone:
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The | ||||
| The |
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 (Section 232.405
of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 12, 2026, there were
| Page | |||
| PART 1 - FINANCIAL INFORMATION | 1 | ||
| Item 1. | UNAUDITED CONDENSED FINANCIAL STATEMENTS | 1 | |
| Condensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 1 | ||
| Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 | 2 | ||
| Unaudited Condensed Statements of Changes in Shareholders' Equity (Deficit) for the Three Months Ended March 31, 2026 | 3 | ||
| Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 | 4 | ||
| Notes to Unaudited Condensed Financial Statements | 5 | ||
| Item 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 20 | |
| Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 23 | |
| Item 4. | CONTROLS AND PROCEDURES | 23 | |
| PART II - OTHER INFORMATION | 24 | ||
| Item 1. | LEGAL PROCEEDINGS | 24 | |
| Item 1A. | RISK FACTORS | 24 | |
| Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 24 | |
| Item 3. | DEFAULTS UPON SENIOR SECURITIES | 24 | |
| Item 4. | MINE SAFETY DISCLOSURES | 24 | |
| Item 5. | OTHER INFORMATION | 24 | |
| Item 6. | EXHIBITS | 25 | |
SIGNATURES |
26 | ||
i
PART I. FINANCIAL INFORMATION
Item 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS
SPACE ASSET ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | — | |||||
| Prepaid insurance | — | |||||||
| Prepaid expenses | — | |||||||
| Deferred offering costs | — | |||||||
| Total current assets | ||||||||
| Marketable securities held in Trust Account | — | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | — | $ | |||||
| Accrued expenses | ||||||||
| Due to Sponsor | — | |||||||
| Promissory note - related party | — | |||||||
| Total current liabilities | ||||||||
| Deferred underwriting fee payable | — | |||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Class A ordinary shares subject to possible redemption, | — | |||||||
| Shareholders' Deficit: | ||||||||
| Preference shares, $ | — | — | ||||||
| Class A ordinary shares, $ | — | |||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders' Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS' DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of this financial statement.
1
SPACE ASSET ACQUISITION CORP.
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended March 31, 2026 | ||||
| General and administrative expenses | $ | |||
| Loss from operations | ( | ) | ||
| Other income: | ||||
| Net earnings on marketable securities held in Trust Account | ||||
| Earnings on cash equivalents held in Operating Account | ||||
| Net income | $ | |||
| Weighted average shares outstanding, Class A ordinary shares subject to redemption | ||||
| Basic and diluted net income per Class A ordinary share subject to redemption | $ | |||
| Basic weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption | ||||
| Basic net income per Class A and Class B ordinary share not subject to redemption | $ | |||
| Diluted weighted average shares outstanding, Class A and Class B(1) ordinary shares not subject to redemption | ||||
| Diluted net income per Class A and Class B ordinary share not subject to redemption | $ | |||
| (1) |
The accompanying notes are an integral part of this financial statement.
2
SPACE ASSET ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026
| Class A Ordinary Shares | Class
B Ordinary Shares(1) | Additional Paid-in | Accumulated | Total Shareholders' | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at January 1, 2026 | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Issuance of Class A ordinary shares to Sponsor | — | — | — | — | ||||||||||||||||||||||||
| Accretion of Class A ordinary shares subject to redemption at redemption value | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Assignment of founders shares | — | — | — | — | — | |||||||||||||||||||||||
| Proceeds from sale of Private Placement Warrants, net of issuance costs | — | — | — | — | ||||||||||||||||||||||||
| Proceeds from sale of Public Warrants, net of issuance costs | — | — | — | — | ||||||||||||||||||||||||
| Proceeds from sale of Private Placement Shares, net of issuance costs | — | — | — | — | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| (1) |
The accompanying notes are an integral part of this financial statement.
3
SPACE ASSET ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended March 31, 2026 | ||||
| Cash Flows from Operating Activities: | ||||
| Net income | $ | |||
| Net earnings on marketable securities held in Trust Account | ( | ) | ||
| Non-cash founder share compensation | ||||
| Changes in operating assets and liabilities: | ||||
| Prepaid insurance | ( | ) | ||
| Prepaid expenses | ( | ) | ||
| Due to sponsor | ( | ) | ||
| Accounts payable | ( | ) | ||
| Accrued expenses | ||||
| Net cash used in operating activities | ( | ) | ||
| Cash Flows from Investing Activities: | ||||
| Cash deposited into Trust Account | ( | ) | ||
| Net cash used in investing activities | ( | ) | ||
| Cash Flows from Financing Activities: | ||||
| Proceeds from sale of Units, net of underwriting discounts and issuance costs paid during the period | ||||
| Proceeds from sale of Public Warrants, net of issuance costs | ||||
| Proceeds from sale of Private Placement Shares, net of issuance costs | ||||
| Proceeds from sale of Private Placement Warrants, net of issuance costs | ||||
| Repayment of promissory note | ( | ) | ||
| Net cash provided by financing activities | ||||
| Net Change in Cash | ||||
| Cash - Beginning of period | — | |||
| Cash - End of period | $ | |||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
| Accretion of Class A ordinary shares subject to redemption to redemption value | $ | |||
| Deferred underwriting fee payable | $ | |||
The accompanying notes are an integral part of this financial statement.
4
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Space Asset Acquisition Corp. (the “Company”)
is a blank check company incorporated in the Cayman Islands on
As of March 31, 2026, the Company had not commenced any operations. All activity for the period from September 12, 2025 (inception) through March 31, 2026 relates to the Company’s formation and initial public offering (“Initial Public Offering”). After the completion of a Business Combination, the Company generated non-operating income in the form of interest income on marketable securities and cash equivalents purchased from the proceeds derived from the Initial Public Offering and sale of Private Placement Units (defined below). The Company has selected December 31 as its fiscal year end.
The registration statement for the Company's
Initial Public Offering was declared effective on January 27, 2026. On January 29, 2026, the Company consummated the Initial Public Offering
of
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of
Following the closing of the Initial Public Offering
on January 29, 2026, an amount of $
Transaction costs related to the issuances described
above amounted to $
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination
with one or more target businesses that together have an aggregate fair market value of at least
The Company will provide its holders of the outstanding
Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or
(ii) 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 for a pro rata portion of the amount then held in the Trust Account, plus any interest income earned thereon (initially anticipated
to be $
5
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its articles of association (the “Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.
Notwithstanding the above, if the Company seeks
shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Articles
of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such
shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more
than an aggregate of
The Sponsor has agreed to waive redemption rights with respect to any Founder Shares held and any Public Shares they may have acquired during or after the Initial Public Offering in connection with the completion of a Business Combination, except that Public Shares held by the initial shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension, and such shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection therewith.
The Company will have until January 29, 2028, 24 months from the closing of the Initial Public Offering to complete a Business Combination or such other time period in which the Company must complete a Business Combination pursuant to an amendment to the Articles of Association (the "Completion Period"). If the Company seeks shareholder approval for an extension, holders of Public Shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the Company’s initial Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of taxes paid or payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law. For the avoidance of doubt, the time to complete a Business Combination shall not be extended beyond 24 months without a shareholder vote. The Underwriter has agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Period 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 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 for services rendered
or products sold to the Company, or a prospective target business with which the Company have entered into a written letter of intent,
confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below
the lesser of (i) $
Going Concern Consideration
As of March 31, 2026, the Company had a
working capital surplus of $
The Company will have until the end of the Completion Period to consummate a Business Combination. If a Business Combination is not consummated by the end of the Completion Period, there will be a mandatory liquidation of the Company. No adjustments have been made to the carrying amounts of assets or liabilities as of March 31, 2026 that would be required if the Company were to liquidate after January 29, 2028. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by January 29, 2028.
6
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The balance sheet as of December 31, 2025 was derived from the Company's audited financial statements and the accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the unaudited condensed financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting only of normal recurring adjustments which are necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented.
The unaudited condensed financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the period ended December 31, 2025, included in the Company's Annual Report on Form 10-K filed by the Company with the SEC on March 27, 2026.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 a financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statement and disclosure of contingent assets and liabilities as of March 31, 2026. 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, actual results could differ from those estimates.
7
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2026 and December 31, 2025,
the Company held cash equivalents of $
Marketable Securities Held in Trust Account
As of March 31, 2026, marketable securities
held in the Trust Account are comprised of U.S. government treasury bills maturing within three months amounting to $
Class A Ordinary Shares Subject to Possible Redemption
The Company’s Class A Ordinary Shares that
were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public
Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business
Combination and in connection with certain amendments to the Company’s Articles of Association. In accordance with ASC 480, conditionally
redeemable Class A ordinary shares (including Class A ordinary shares that have redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified
as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments,
are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides
that currently, the Company will only redeem its Public Shares. However, the threshold in its Articles of Association would not change
the nature of the underlying shares as redeemable and thus the Public Shares are required to be presented outside of permanent equity.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value ($
As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to Public Warrants (as defined below) | ( | ) | ||
| Issuance costs allocated to Class A ordinary shares | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption | $ |
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of
ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional
and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly
attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for
equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting
to $
8
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Income Taxes
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statement. Since the Company was incorporated on September 12, 2025, the evaluation was performed for the 2025 tax year which will be the only period subject to examination.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, and the Company believes it is presently not subject to income taxes or income tax filing requirements in the United States. As such, the Company’s tax provision was zero for the period presented. Consequently, income taxes are not reflected in the Company’s financial statements.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal
depository insurance coverage of $
Net Income Per Ordinary Share
Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the Initial Public Offering since the exercise of the warrants are contingent upon the occurrence of future events. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income per ordinary share as the redemption value approximates fair value.
The Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company included in redeemable Class A ordinary shares. As a result, diluted income per Class A ordinary share is the same as basic income per Class A ordinary share for the periods presented.
The Class B ordinary shares include
9
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The following tables reflects the calculation of basic and diluted net income per share:
Three Months March 31, | ||||||||
| Redeemable Class A | Non-redeemable Class A and Class B | |||||||
| Basic net income per share: | ||||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted Average Ordinary Shares | ||||||||
| Basic net income per ordinary share | $ | $ | ||||||
Three Months March 31, | ||||||||
| Redeemable Class A | Non-redeemable Class A and Class B | |||||||
| Diluted net income per share: | ||||||||
| Numerator: | ||||||||
| Net income | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted Average Ordinary Shares | ||||||||
| Diluted net income per ordinary share | $ | $ | ||||||
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 sheet, primarily due to their short-term nature.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
10
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 Distinguishing Liabilities from Equity ("ASC 480") and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statement of operations.
The warrants are not precluded from equity classification, and will be accounted for as such on the date of issuance.
Share-Based Compensation
The Company records share-based compensation in accordance with ASC Topic 718, Compensation-Share Compensation (“ASC 718”). ASC 718 defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement for the Company’s
Initial Public Offering was declared effective on January 27, 2026. On January 29, 2026, the Company consummated the Initial Public Offering
of
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of
11
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 5. SEGMENT INFORMATION
ASC 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 that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM 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. Management has determined that the Company only has
| March 31, 2026 | ||||
| Total Assets | $ | |||
| For the Three Months Ended March 31, 2026 | ||||
| General and administrative expenses | $ | ( | ) | |
| Net earnings on marketable securities held in Trust Account | ||||
| Earnings on cash equivalents held in Operating Account | ||||
| Net income | $ | |||
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements and to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
The CODM will review net earnings on marketable securities held in the Trust Account to measure and monitor shareholder value while maintaining compliance with the trust agreement. All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.
12
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On September 19, 2025, the Sponsor was issued
In October 2025, the Sponsor transferred
The transfer of the Founders Shares to the Company’s
independent directors and advisors is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified
awards is measured at fair value upon the grant date. The Company determined the conversion of such Class B ordinary shares into Class
A ordinary shares upon consummation of the initial Business Combination represents a performance obligation. Compensation expense related
to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature.
The fair value of these interests in the Founder Shares sold to the Company's independent directors and advisors was estimated at $
The Founder Shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the Units sold in the Initial
Public Offering, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares
are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration
rights, (iii) the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to
which they have agreed to (A) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with
the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares
and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Articles of Association (1) to
modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business
Combination or to redeem
13
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Founder Shares will automatically convert
into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial Business
Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions,
share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the
case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts
sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at
which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding
Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class
A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
With certain limited exceptions, the Founder
Shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons or entities
affiliated with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A)
Promissory Note - Related Party
On September 16, 2025, the Sponsor agreed to
loan the Company an aggregate of up to $
14
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Due to Related Party
The Company’s Sponsor has agreed to pay
operating expenses related to the Initial Public Offering. These include legal and other professional fees, mailing, and shipping expenses.
As of March 31, 2026 and December 31, 2025, the Company had an outstanding balance due to the Sponsor of $0 and $
Administrative Services and Indemnification Agreement
The Sponsor has agreed, commencing from the date
of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation,
to make available to the Company certain general and administrative services, including office space and administrative services, as
the Company may require from time to time. The Company has agreed to pay to the Sponsor up to $
Working Capital Loans
In order to finance transaction costs in connection
with the initial 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 on a non-interest bearing basis. If the Company completes the
initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not
close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds
from the Trust Account would be used for such repayment. Up to $
NOTE 7. COMMITMENTS AND CONTINGENCIES
Registration Rights Agreement
The holders of the (i) Founder Shares, which
were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units and the Class A
ordinary shares underlying such Private Placement Units and (iii) Private Placement Units that may be issued upon conversion of working
capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by
them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination
pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. Pursuant to the registration
rights agreement and assuming $
15
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Underwriting Agreement
Pursuant to the underwriting agreement, the Sponsor
and the executive officers and directors have agreed that, for a period of
The Company granted the Underwriters a
The Underwriters were entitled to (1) an underwriting
discount of $
NOTE 8. SHAREHOLDERS' DEFICIT
Preference shares — The Company
is authorized to issue
Class A ordinary shares — The
Company is authorized to issue
Class B ordinary shares — The
Company is authorized to issue
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Prior to the closing of the initial Business Combination, only holders of Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of the initial Business Combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.
16
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
The Founder Shares will automatically convert
into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination,
and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise
provided in the Business Combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon
conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, approximately
Warrants — As of March 31,
2026, there were
The Company has agreed that as soon as practicable,
but in no event later than
17
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Once the warrant become exercisable, the Company may call the warrants for redemption for cash:
| ● | in whole and not in part at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
If and when the warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the Company issues additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business
Combination at an issue price or effective issue price of less than $
The Private Placement Warrants (including the
Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until
The Company accounts for the
18
SPACE ASSET ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 9. FAIR VALUE MEASUREMENTS
The fair value of the Public Warrants is $
| Underlying stock price | $ | |||
| Exercise price | $ | |||
| Volatility | % | |||
| Weighted-Average remaining term (in years) | ||||
| Risk-free rate | % | |||
| Implied market adjustment | % | |||
The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Level | March 31, 2026 | December 31, 2025 | ||||||||
| Marketable securities held in Trust Account | 1 | $ | $ | — | ||||||
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 12, 2026, the date that the financial statement was issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this Quarterly Report on Form 10-Q for the quarter ended March 31 2026 (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Space Asset Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Space Asset Acquisition Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” 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 Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the period from September 12, 2025 (inception) to December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in Cayman Islands on September 12, 2025 formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (a "Business Combination"). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. While the Company may pursue a Business Combination in any industry or geographic region, the Company intends to focus on companies in the global space economy, including businesses in the technology and defense sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception, were organizational activities, activities necessary to prepare for our Initial Public Offering ("Initial Public Offering"), described below, and general corporate matters. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. Following the completion of the Initial Public Offering, we generate non-operating income in the form of interest income on investments held in our Trust Account, defined below. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.
20
For the three months ended March 31, 2026, we had a net income of $1,004,284, which resulted from earnings and realized gain on marketable securities held in trust account of $1,330,197 and investment earnings on marketable securities held in the Operating Account of $9,367 offset by general and administrative expenses of $335,280.
Liquidity and Capital Resources
For the three months ended March 31, 2026, net cash used in operating activities was $363,074. Net income of $1,004,284 was adjusted for earnings on marketable securities in our Trust Account of $1,330,197 and non-cash founder share compensation of $90,300. Changes in operating assets and liabilities used $127,461 of cash for operating activities primarily due to increases in prepaid insurance and prepaid expenses.
For the three months ended March 31, 2026, cash used in investing activities was $230,000,000 due to cash deposited into the Trust Account of $230,000,000.
For the three months ended March 31, 2026, net cash provided by financing activities was $231,904,250, which was due to proceeds from the sale of Units (as defined below), Private Placement Warrants (as defined below) and public warrants issued as part of the Units.
The registration statement for the Company's Initial Public Offering was declared effective on January 27, 2026. On January 29, 2026, the Company consummated the Initial Public Offering of 23,000,000 units, (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), including 3,000,000 Units issued pursuant to the exercise by BTIG, LLC, the underwriter of the Initial Public Offering (the "Underwriter") of their over-allotment option in full, generating gross proceeds of $230,000,000.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 645,000 private placement units (collectively, the "Private Placement Units") as follows: (i) 230,000 Private Placement Units to the Underwriter and (ii) 415,000 Private Placement Units to Space Asset Acquisition Sponsor LLC (the "Sponsor") at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,450,000.
Following the closing of the Initial Public Offering on January 29, 2026, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), to be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), which invest only in direct U.S. government treasury obligations, or held as cash or cash items, including in demand deposit accounts at a bank, until the earlier of: (i) the completion of a Business Combination. and (ii) the distribution of the funds held in the Trust Account, as described below.
Transaction costs related to the issuances described above amounted to $12,602,226, consisting of $4,600,000 cash underwriter fees paid upon closing of the IPO, of which $2,300,000 was used to purchase private placement units, $8,050,000 of deferred underwriting fees and $527,226 of other offering costs, partially offset by $575,000 reimbursed by the underwriters for certain expenses incurred by the Company.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our taxes. We expect the only taxes payable by us out of the funds in the Trust Account will be income and franchise taxes, if any. To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
21
We do not believe we will need to raise additional funds following the Initial Public Offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any off-balance sheet arrangements.
Contractual Obligations
Registration Rights Agreement
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units and the Class A ordinary shares underlying such Private Placement Units and (iii) Private Placement Units that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. Pursuant to the registration rights agreement and assuming $1,500,000 of working capital loans are converted into units, the Company will be obligated to register up to 8,461,667 Class A ordinary shares and 265,000 warrants. The number of Class A ordinary shares includes (i) 7,666,667 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 645,000 Class A ordinary shares underlying the Private Placement Units and (iii) 150,000 Class A ordinary shares underlying the units that may be issued upon conversion of working capital loans. The number of warrants includes up to 215,000 Private Placement Warrants and 50,000 warrants that may be issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Promissory Note - Related Party
On September 16, 2025, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The promissory note was non-interest bearing and payable on the earlier of September 30, 2026 or the date on which the Company consummates the Initial Public Offering of its securities. On December 31, 2025, the Company had an outstanding balance of $143,875, which was repaid upon the consummation of the Initial Public Offering on January 29, 2026.
22
Underwriting Agreement
The Company granted the Underwriters a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions. On January 29, 2026, simultaneously with the closing of the Initial Public Offering, the Underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.
The Underwriters were entitled to (1) an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, of which (i) $0.10 per Unit was paid to the Underwriters in cash at the closing of the Initial Public Offering and (ii) $0.10 per Unit was used by the Underwriters to purchase Private Placement Units, and (2) a deferred fee of $0.35 per Unit, or $8,050,000. The deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of Public Shares in connection with the consummation of a Business Combination.
Critical Accounting Estimates
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
Management has reviewed the Company’s accounting policies and determined that there are no critical accounting estimates as defined by the SEC. The Company’s accounting policies do not require management to make subjective or complex judgments that would have a material impact on the financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Principal Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026, under the supervision and with the participation of management. Based upon their evaluation, our Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
23
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K for the period from September 12, 2025 (inception) to December 31, 2025, filed with the SEC on March 27, 2026 (the “Annual Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The registration statement for the Company's Initial Public Offering was declared effective on January 27, 2026. On January 29, 2026, the Company consummated the Initial Public Offering of 23,000,000 Units, including 3,000,000 Units issued pursuant to the exercise of the Underwriters' over-allotment option in full, generating gross proceeds of $230,000,000.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 645,000 Private Placement Units at a price of $10.00 per Unit, generating gross proceeds of $6,450,000. Each whole Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (i) are not redeemable by us, (ii) are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions, (iii) may be exercised on a cashless basis, (iv) are entitled to registration rights and (v) with respect to Private Placement Warrants held by the Underwriters, will not be exercisable more than five years from the commencement of sales in accordance with FINRA Rule 5110(g)(8).
Following the closing of the Initial Public Offering on January 29, 2026, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the Trust Account.
We paid a total of $12,650,000 in underwriting discounts and commissions and incurred approximately $527,226 for other costs and expenses related to the Initial Public Offering. In addition, the Underwriters agreed to defer $8,050,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
24
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-43078), filed with the SEC on January 30, 2026). | |
| 4.1 | Warrant Agreement, dated January 27, 2026, by and between the Company and Efficiency INC., as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-43078), filed with the SEC on January 30, 2026). | |
| 10.1 | Letter Agreement, dated January 27, 2026, by and among the Company, its executive officers, its directors, its advisors and Space Asset Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-43078), filed with the SEC on January 30, 2026). | |
| 10.2 | Investment Management Trust Agreement, dated January 27, 2026, by and between the Company and Efficiency INC., as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-43078), filed with the SEC on January 30, 2026). | |
| 10.3 | Registration Rights Agreement, dated January 27, 2026, by and among the Company and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-43078), filed with the SEC on January 30, 2026). | |
| 10.4 | Private Placement Units Purchase Agreement, dated January 27, 2026, by and between the Company and Space Asset Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-43078), filed with the SEC on January 30, 2026). | |
| 10.5 | Private Placement Units Purchase Agreement, dated January 27, 2026, by and between the Company and BTIG, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-43078), filed with the SEC on January 30, 2026). | |
| 10.6 | Administrative Services and Indemnification Agreement, dated January 27, 2026, by and between the Company and Space Asset Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-43078), filed with the SEC on January 30, 2026). | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Principal Financial and Accounting 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 XBRL document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | The cover page for the Company's Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 |
| * | Filed herewith. |
| ** | Furnished. |
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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.
| Space Asset Acquisition Corp. | ||
| Date: May 12, 2026 | By: | /s/ Peter Ort |
| Name: Peter Ort | ||
| Title: Principal Executive Officer and Director | ||
| Space Asset Acquisition Corp. | ||
| Date: May 12, 2026 | By: | /s/ Jeff Tuder |
| Name: Jeff Tuder | ||
| Title: Chief Financial Officer | ||
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