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 September 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	JWSUF	OTC Pink Open Market
Class A ordinary Shares included as part of the units	JWSMF	OTC Pink Open Market
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	JWSWF	OTC Pink Open Market

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 November 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 SEPTEMBER 30, 2024

TABLE OF CONTENTS

		Page

Part I. Financial Information		1

Item 1.	Condensed Interim Financial Statements	1

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

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

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

	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 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	26

Part II. Other Information		27

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Part III. Signature		31

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Interim Financial Statements.

JAWS MUSTANG ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	September 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash	$	34,688	$	178,119
Prepaid expenses		34,926		11,826
Total Current Assets		69,614		189,945

Cash held in trust account		16,012,716		23,004,146
TOTAL ASSETS	$	16,082,330	$	23,194,091

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	4,818,011	$	4,133,195
Total Current Liabilities		4,818,011		4,133,195

Promissory notes - related party		1,000,000		500,000
Working capital loan - related party		500,000		500,000
Warrant liabilities		744,500		1,489,000
Total Liabilities		7,062,511		6,622,195

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 1,405,293 and 2,103,614 shares at approximately $11.39 and $10.94 per share redemption value as of September 30, 2024 and December 31, 2023, respectively		16,012,716		23,004,146

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2024 and December 31, 2023		—		—
Class A non-redeemable ordinary shares, $0.0001 par value; 600,000,000 shares authorized; 25,500,000 and 0 issued and outstanding as of September 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 September 30, 2024 and December 31, 2023, respectively		38		2,588
Additional paid-in capital		—		—
Accumulated deficit		(6,995,485)		(6,434,838)
Total Shareholders’ Deficit		(6,992,897)		(6,432,250)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	16,082,330	$	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 Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
General and administrative expenses	$	198,698	$	397,411	$	1,105,148	$	1,270,115
Forgiveness of previously recorded liabilities		—		(695,909)		—		(695,909)
Gain (loss) from operations		(198,698)		298,498		(1,105,148)		(574,206)

Other income:
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities		—		311,527		—		778,818
Interest earned on cash and investments held in trust account		149,324		215,939		471,143		4,494,841
Change in fair value of warrant liabilities		2,978,000		372,250		744,500		1,116,750
Other income, net		3,127,324		899,716		1,215,643		6,390,409

Net income	$	2,928,626	$	1,198,214	$	110,495	$	5,816,203

Weighted average shares outstanding of Class A ordinary shares redeemable shares		1,405,293		2,103,614		1,489,397		15,150,943
Basic and diluted net income per share, Class A ordinary shares redeemable shares	$	0.11	$	0.04	$	0.00	$	0.14
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 per share, non-redeemable Class A and Class B ordinary shares	$	0.11	$	0.04	$	0.00	$	0.14

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 NINE MONTHS ENDED SEPTEMBER 30, 2024

Class A

Class B

Additional

Total

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