UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39975

JAWS MUSTANG ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

98-1564586

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2340 Collins Avenue

Miami Beach, FL 33139

(Address of principal executive offices)

(305) 695-5500

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant	JWSM.U	The New York Stock Exchange American
Class A ordinary Shares included as part of the units	JWSM	The New York Stock Exchange American
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary Share at an exercise price of $11.50	JWSM WS	The New York Stock Exchange American

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-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 ☒ No ☐

As of August 14, 2024, 26,905,293 Class A ordinary shares, $0.0001 par value and 375,000 Class B ordinary shares, $0.0001 par value were issued and outstanding.

Table of Contents

JAWS MUSTANG ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

		Page

Part I. Financial Information		1

Item 1.	Condensed Interim Financial Statements	1

	Condensed Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	1

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2024 and 2023	3

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

Part II. Other Information		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

Part III. Signature		28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Interim Financial Statements.

JAWS MUSTANG ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	June 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash	$	30,219	$	178,119
Prepaid expenses		57,917		11,826
Total Current Assets		88,136		189,945

Cash held in trust account		15,788,393		23,004,146
TOTAL ASSETS	$	15,876,529	$	23,194,091

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	4,702,836	$	4,133,195
Total Current Liabilities		4,702,836		4,133,195

Promissory notes - related party		860,000		500,000
Working capital loan - related party		500,000		500,000
Warrant liabilities		3,722,500		1,489,000
Total Liabilities		9,785,336		6,622,195

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 1,405,293 and 2,103,614 shares at approximately $11.23 and $10.94 per share redemption value as of June 30, 2024 and December 31, 2023, respectively		15,788,393		23,004,146

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2024 and December 31, 2023		—		—
Class A ordinary shares not subject to redemption, $0.0001 par value; 600,000,000 shares authorized; 25,500,000 and 0 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		2,550		—
Class B ordinary shares, $0.0001 par value; 60,000,000 shares authorized; 375,000 and 25,875,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		38		2,588
Additional paid-in capital		—		—
Accumulated deficit		(9,699,788)		(6,434,838)
Total Shareholders’ Deficit		(9,697,200)		(6,432,250)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	15,876,529	$	23,194,091

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

JAWS MUSTANG ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
General and administrative expenses	$	272,570	$	226,564	$	906,450	$	872,704
Loss from operations		(272,570)		(226,564)		(906,450)		(872,704)

Other income (expense):
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities		—		—		—		467,291
Interest earned on cash and investments held in trust account		147,343		203,605		321,819		4,278,902
Change in fair value of warrant liabilities		4,467,000		2,233,500		(2,233,500)		744,500
Other income (expense), net		4,614,343		2,437,105		(1,911,681)		5,490,693

Net income (loss)	$	4,341,773	$	2,210,541	$	(2,818,131)	$	4,617,989

Weighted average shares outstanding of Class A ordinary shares redeemable shares		1,405,293		2,103,614		1,531,912		21,401,350
Basic and diluted net income (loss) per share, Class A ordinary shares redeemable shares	$	0.16	$	0.08	$	(0.10)	$	0.10
Weighted average shares outstanding of non-redeemable Class A and Class B ordinary shares		25,875,000		25,875,000		25,875,000		25,875,000
Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares	$	0.16	$	0.08	$	(0.10)	$	0.10

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

JAWS MUSTANG ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated			Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2024	—	$	—	25,875,000	$	2,588	$	—	$	(6,434,838)	$	(6,432,250)

Accretion for Class A ordinary shares subject to possible redemption	—		—	—		—		—		(224,477)		(224,477)

Transfer of Class B ordinary shares to Class A ordinary shares	25,500,000		2,550	(25,500,000)		(2,550)		—		—		—

Net loss	—		—	—		—		—		(7,159,904)		(7,159,904)

Balance — March 31, 2024 (unaudited)	25,500,000	$	2,550	375,000	$	38	$	—	$	(13,819,219)	$	(13,816,631)

Accretion for Class A ordinary shares subject to possible redemption	—		—	—		—		—		(222,342)		(222,342)

Net income	—		—	—		—		—		4,341,773		4,341,773

Balance — June 30, 2024 (unaudited)	25,500,000	$	2,550	375,000	$	38	$	—	$	(9,699,788)	$	(9,697,200)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Class A

Class B

Additional

Total

Ordinary Shares

Paid-in

Accumulated

Shareholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Balance — January 1, 2023

—

SEC Form 10-Q filed by Jaws Mustang Acquisition Corp.