ADDED
As of September 30, 2025, the Company has not commenced any operations.
All activity for the period from March 3, 2025 (inception) through September 30, 2025 relates to the Company s formation, the initial public offering (the Initial Public Offering ), as defined below, and activities associated with identifying and negotiating a potential business combination.
Pursuant to the terms of the Business Combination Agreement, the Sellers will contribute certain assets to the Company and SPAC Sub (as applicable) in exchange for Transaction Shares, the Forced Exercise Warrants and the Earnout Warrants (as applicable).
Pursuant to and concurrently with the execution of the Business Combination Agreement, Crypto.com entered into an Asset Contribution Agreement with Crypto.com Sub (the Pre-Closing Crypto.com Contribution Agreement 1 ) pursuant to which, immediately prior to, but contingent upon, the Closing, Crypto.com will contribute (the Pre-Closing Crypto.com Contribution ) 6,313,000,212 Cronos tokens and all necessary physical devices required to establish and operate a Cronos proof of stake validator node and staking infrastructure (the Cronos Assets ) to Crypto.com Sub.
In connection with the consummation of the Crypto.com Contribution Agreement 2, at the Closing, Crypto.com will license to the Company, pursuant to a Trademark License Agreement, certain intellectual property and all operational knowhow and proprietary technology required to establish and operate a Cronos proof of stake validator node, and staking infrastructure.
The consideration will be allocated to SPAC Sub and the Company pursuant to the Crypto.com Contribution and Sale Agreement.
(b) TMTG will sell to the Company, and the Company will purchase from TMTG, all right, title and interest in and to the Asset Company Interests, free and clear of all Liens, in consideration of 10,000,000 shares of SPAC Class A Common Stock and a Forced Exercise Warrant, exercisable for 10,000,000 shares of SPAC Class A Common Stock.
Each Earnout Warrant will be exercisable within 30 days of the occurrence of the applicable triggering event as described in the Earnout Warrants.
(d) The Company will issue to the Sponsor a Forced Exercise Warrant exercisable (on or after the Closing Date) for 2,000,000 shares of SPAC Class A Common Stock.
Liquidity and Capital Resources As of September 30, 2025, the Company had $ 290,238 of cash and a working capital deficit of $ 936,432 .
REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
As of June 30, 2025, the Company has not commenced any operations.
All activity for the period from March 3, 2025 (inception) through June 30, 2025 relates to the Company s formation and the initial public offering (the Initial Public Offering ), as defined below.
However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor s only assets are securities of the Company.
Liquidity and Capital Resources As of June 30, 2025, the Company had $ 1,467,830 of cash and working capital of $ 815,154 .
In connection with the Company s assessment of going concern considerations in accordance with ASC 205-40, Presentation of Financial Statements Going Concern , as of June 30, 2025, the Company has sufficient liquidity for the working capital needs of the Company until a minimum of one year from the date of issuance of this financial statement.
Use of Estimates The preparation of condensed financial statements 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 and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of expenses during the reporting period.
The Company had $ 1,467,830 in cash and no cash equivalents as of June 30, 2025.