AMAN 10-K & 10-Q changes, risk factors and insider trading
Amanat Acquisition Corp. · Nasdaq · Blank Checks · CIK 2112457 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for our initial public offering filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus for our initial public offering filed with the SEC.
Full comparison: every changed paragraph (1)
Factors that could cause our actual results to
differ materially from those in this report include the risk factors described in our final prospectus for itsour initial public offering
filed with the SEC. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus
for itsour initial public offering filed with the SEC.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
Largest changes
“Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of March 31, 2026, the Company had no cash and working capital deficit of $137,893.”see in full comparison
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of thesee in full comparisontheSecurities Exchange Act of 1934, as amended, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regardingthe completion of the Proposed Business Combination (as defined below),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 materiallymateriallyfrom the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. 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 final prospectusprospectusfor itsinitialInitialpublicPublicofferingOffering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securitiessecuritiesfilings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securitiessecuritieslaw, 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.
“For the period from January 13, 2026 (inception) through June 30, 2026, net cash used in operating activities was $385,801. Net loss of $28,169 was affected by the payment of formation, general and administrative expenses through promissory note – related party of $72,542 and share-based compensation expense of $52,290, offset by change in fair value of over-allotment option liability of $45,400 and interest earned on investments held in the Trust Account of $290,024. Changes in operating assets and liabilities used $147,040 in cash for operating activities.”see in full comparison
In order to fund working capital deficiencies or finance transaction costs in connection with a business combination,see in full comparisonthe Sponsor or an affiliate ofthe Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loantheusCompanyfundsupastomay$1,500,000.be required. If we complete a business combination, we would repaythesuch loanedworking capital loans.amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repaythesuchworking capitalloanedloansamounts but no proceeds fromtheour trust account would be usedtoforrepaysuchthe working capital loans.repayment. Up to $1,500,000 of suchWorking CapitalworkingLoanscapital loans may be convertible into private placement shares of the post-business combination entity at a price of $10.00 per share. Thepublicshares would be identical to the private placement shares.
“For the three months ended June 30, 2026, we had net income of $31,732, which consisted of formation, general and administrative costs of $251,402 and share-based compensation expense of $52,290, offset by change in fair value of over-allotment option liability of $45,400 and interest earned on investments held in the Trust Account of $290,024.”see in full comparison
Full comparison: every changed paragraph (17)
This Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of
the theSecurities Exchange Act of 1934, as amended, that are not historical
facts and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this
Form 10-Q including, without limitation, statements in this “Management’s
Discussion and Analysis of Financial Condition and
Results of Operations” regarding the completion of the Proposed Business Combination
(as defined below), 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 materially
from the events, performance and results discussed in the forward-looking statements, including that the conditions of the
Proposed Business
Combination are not satisfied. 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 final
prospectus prospectus
for its initialInitial publicPublic offeringOffering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s
securities 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 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.
Recent Developments
As of June 30, 2026, the Founder Shares included an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full. The Founder Shares were forfeited on July 4, 2026, the expiration date of the over-allotment option, as the over-allotment option remained unexercised.
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from January 13, 2026 (inception) through MarchJune 31,30, 2026 were organizational activities,
those necessary to prepare for the initial public offering, described below, and subsequent to the closing of the initial public offering,
identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion
of our business combination. We expect to generate non-operating income in the form of interest and/or dividend income on investments
held in the
trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance,
compliance, among other things), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had net income of $31,732, which consisted of formation, general and administrative costs of $251,402 and share-based compensation expense of $52,290, offset by change in fair value of over-allotment option liability of $45,400 and interest earned on investments held in the Trust Account of $290,024.
For the period from January 13, 2026 (inception)
through MarchJune 31,30, 2026, we had net loss of $59,901,$28,169, which consisted of formation, general and administrative expenses.costs of $311,303 and share-based
compensation expense of $52,290, offset by change in fair value of over-allotment option liability of $45,400 and interest earned on
investments held in the Trust Account of $290,024.
Until the consummation of the initial public
offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share,
by the Sponsor and loans from the Sponsor. As of March 31, 2026, the Company had no cash and working capital deficit of $137,893.
Subsequent to the quarterly period covered by
this Quarterly Report on Form 10-Q, onOn May 20, 2026, we consummated the initial public
offering of 7,500,000 Class A Ordinary Shares
at $10.00 per public share, generating gross proceeds of $75,000,000. Simultaneously
with the closing of the initial public offering,
the Company consummated the sale of 300,000 private placement shares at a price of $10.00
per private placement share, or $3,000,000
in the aggregate, in a private placement to the Sponsor.
For the period from January 13, 2026 (inception) through March
31, 2026, net cash used in operating activities was $0. Net loss of $59,901 was affected by the payment of formation, general and administrative
expenses paid through promissory note – related party of $56,401 and changes in operating assets and liabilities of $3,500.
For the period from January 13, 2026 (inception) through June 30, 2026, net cash used in operating activities was $385,801. Net loss of $28,169 was affected by the payment of formation, general and administrative expenses through promissory note – related party of $72,542 and share-based compensation expense of $52,290, offset by change in fair value of over-allotment option liability of $45,400 and interest earned on investments held in the Trust Account of $290,024. Changes in operating assets and liabilities used $147,040 in cash for operating activities.
As of June 30, 2026, we had cash and investments held in the trust account of $75,290,024 (including approximately $290,024 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the trust account to pay taxes, if any. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our 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.
As of June 30, 2026, we had cash of $1,634,424. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
In order to fund working capital deficiencies
or finance transaction costs in connection
with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors or their
affiliates may, but are not obligated
to, loan theus Companyfunds upas tomay $1,500,000.be required. If we complete a business combination, we would repay thesuch
loaned working capital loans.amounts. In the event
that a business combination does not close, we may use a portion of the working capital held outside the
trust account to repay thesuch working
capitalloaned loansamounts but no proceeds from theour trust account would be used tofor repaysuch the working capital loans.repayment. Up to $1,500,000 of
such Working
Capitalworking Loanscapital loans may be convertible into private placement shares of the post-business combination entity at a price of $10.00
per share.
The public shares would be identical to the private placement shares.
We do not believe we will need to raise additional
funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target
business, undertaking in-depth due diligence and negotiating a 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 business combination. Moreover, we may need to obtain additional
financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares
upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such
business combination. As of the date of this filing there is approximately $1,630,000 in the Company’s operating bank account.
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
The preparation of the unaudited 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 unaudited condensed financial statements, and income and expenses during the periods reported. Making
estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management
considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have anyour critical accounting estimates relate to bethe disclosed.fair value
of the over-allotment option liability as disclosed in the unaudited condensed financial statements and notes thereto included in this
Report under Item 1. “Financial Statements”.
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’sour unaudited
condensed financial
statements.
AMAN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 1 trade date, 600,000 shares, about $0) and open-market sales in 0 filings. Net open-market shares: 600,000 (purchases minus sales); net value about $0.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-20 | Amanat Sponsor Holdings Llc |
Open-market purchase | 300,000 | — | — |
| 2026-05-20 | Kulkarni Sandeep Chidambar |
Open-market purchase | 300,000 | — | — |
Well-known investors holding AMAN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 284,637 | $2.9M | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 276,160 | $2.8M | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 96,479 | $980.2K | 0.0% | New position |