CRAQ 10-K & 10-Q changes, risk factors and insider trading
Cal Redwood Acquisition Corp. (also CRAQR, CRAQU) · Nasdaq · Blank Checks · CIK 2058359 · 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 (only one so far)..
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 Annual Report filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
see in full comparisonWeIndoconnection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company does not believeweit will need to raise additional funds in order to meet the expenditures required for operatingourits business. However, ifourthe estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating abusinessBusinesscombinationCombination areareless than the actual amount necessary to do so,wethe Company may have insufficient funds available to operateourits business prior toourthe initialbusinessBusiness Combination. The Company has the Completion Windowcombination.(untilMoreover,Maywe27,may need to obtain additional financing either2027) to completeourthebusinessinitialcombinationBusinessorCombination. Management hasbecausedeterminedwethatbecometheobligatedmandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by May 27, 2027 raises substantial doubt about the Company’s ability to continue as a going concern. Management plans toredeemaddress this uncertainty through search for and completion of a Business Combination. There are no assurances that the Company’s plans to consummate asignificantBusinessnumberCombination will be successful by May 27, 2027. The financial statements do not include any adjustments that might result from the outcome ofourthispublic shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.uncertainty.
“For the three months ended June 30, 2025, we had a net income $599,557, which consisted of earnings on investments held in Trust Account of $868,152 and interest from operating bank account of $5,084 offset by compensation expense of $132,300, bank service fees of $5,000, and general and administrative expenses of $136,379.”see in full comparison
For the period from January 7, 2025 (inception) throughsee in full comparisonMarchJune31,30, 2025, we had a netlossincome$42,822,$556,735, which consisted of earnings on investments held in Trust Account of $868,152 and interest income from bank operating account of $5,084 offset by compensation expense of $132,300, bank service fees of $5,000, and general and administrativeadministrative costs.expenses of $179,201.
“For the six months ended June 30, 2026, we had a net income $3,643,470, which consisted of earnings on investments held in Trust Account of $4,143,176 and interest from the operating bank account of $15,551 offset by general and administrative expenses of $515,257.”see in full comparison
For the period from January 7, 2025 (inception) throughsee in full comparisonMarchJune31,30, 2025, net cash used in operating activities was$0.$151,248. Netlossincome of $556,735$42,822was affected by payment of expense through promissory note – related party of$15,420.$36,220, earnings on investments held in Trust Account of $868,152 and compensation expense of $132,300. Changes in operating assets and liabilities used$27,402$8,351 of cash from operating activities.
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, net cash used in operating activities was$134,643.$200,517. Net income of$1,917,622$3,643,470 was affected by earningsearningson investments held in Trust Account of$2,041,625.$4,143,176. Changes in operating assets and liabilitiesusedprovided$10,640$299,189 of cash from operating activities.
Full comparison: every changed paragraph (14)
We
have neither engaged in any operations nor generated any revenues to
date. Our only activities from January 7, 2025 (inception)
through MarchJune 31,30, 2026 were organizational activities, those necessary
to prepare for the initial public offering, described below, and,
after our 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.
Subsequent to the initial public offering, we generate non-operating
income in the form of interest income on marketable securities held
in the trust account. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing
compliance), as well as for due diligence expenses.
For
the three months ended MarchJune 31,30, 2026, we had a net income $1,917,622, $1,725,848,
which consisted of earnings on investments held in Trust Account of
of $2,041,625$2,101,551 and interest from the operating bank account of $8,109 $7,442
offset by general and administrative costsexpenses of $132,112.$383,145.
For the six months ended June 30, 2026, we had a net income $3,643,470, which consisted of earnings on investments held in Trust Account of $4,143,176 and interest from the operating bank account of $15,551 offset by general and administrative expenses of $515,257.
For the three months ended June 30, 2025, we had a net income $599,557, which consisted of earnings on investments held in Trust Account of $868,152 and interest from operating bank account of $5,084 offset by compensation expense of $132,300, bank service fees of $5,000, and general and administrative expenses of $136,379.
For
the period from January 7, 2025 (inception) through MarchJune 31, 30,
2025, we had a net lossincome $42,822,$556,735, which consisted of earnings on
investments held in Trust Account of $868,152 and interest income
from bank operating account of $5,084 offset by compensation expense
of $132,300, bank service fees of $5,000, and general and
administrative administrative
costs.expenses of $179,201.
For
the threesix months ended MarchJune 31,30, 2026, net cash used in operating
activities was $134,643.$200,517. Net income of $1,917,622$3,643,470 was affected by
earnings earnings
on investments held in Trust Account of $2,041,625.$4,143,176. Changes
in operating assets and liabilities usedprovided $10,640$299,189 of cash from
operating activities.
For
the period from January 7, 2025 (inception) through MarchJune 31,30, 2025,
net cash used in operating activities was $0.$151,248. Net lossincome of
$556,735 $42,822
was affected by payment of expense through promissory note –
related party of $15,420.$36,220, earnings on investments held in Trust
Account of $868,152 and compensation expense of $132,300. Changes in
operating assets and liabilities
used $27,402$8,351 of cash from operating
activities.
As
of MarchJune 31,30, 2026, we had cash and investments held in the trust account of $237,675,190
$239,776,741 consisting primarily of money market funds.funds and U.S.
Treasury Bills. We may withdraw earnings 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
earnings on the Trust Account (less taxes payable, if any), 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 MarchJune 31,30, 2026, we had cash of $962,299.$821,425. 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.
From
time to time, our officers and directors may pay expenses on behalf
of the Company which may be in the form of non-interest bearing loans
that are due on demand. At MarchJune 31,30, 2026 and December 31, 2025, we
owed $29,694$50,993 and $29,694, respectively, to affiliates of the Company.
We report this amount
as due to affiliates on the Company’s
condensed balance sheets.
WeIn
doconnection with the Company’s assessment of going concern
considerations in accordance with ASC Topic 205-40, “Presentation
of Financial Statements-Going Concern,” the Company does not
believe weit will need to raise additional funds in order to meet the
expenditures required for operating ourits business. However,
if our the
estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating a businessBusiness combinationCombination are
are less than the actual amount necessary to do so, wethe Company may have
insufficient funds available to operate ourits business prior to ourthe
initial businessBusiness Combination. The Company has the Completion Window
combination.(until Moreover,May we27, may need to obtain additional financing either2027) to complete ourthe businessinitial combinationBusiness orCombination.
Management
has becausedetermined wethat becomethe obligatedmandatory liquidation and subsequent
dissolution, should the Company be unable to complete a Business
Combination by May 27, 2027 raises substantial doubt about the
Company’s ability to continue as a going concern. Management plans
to redeemaddress this uncertainty through search for and completion of a
Business Combination. There are no assurances that the Company’s
plans to consummate a significantBusiness numberCombination will be successful by May
27, 2027. The financial statements do not include any adjustments
that might result from the outcome of ourthis 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.uncertainty.
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.
We
do not have any long-term debt,debt or capital lease obligations.
The
preparation of unaudited condensed financial statements and related
disclosures in conformity with accounting principles generally
accepted accepted
in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets
and 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 reasonably
possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the
unaudited unaudited
condensed financial statements, which management considered
in formulating its estimate, could change in the near term due to one
or or
more future confirming events. Accordingly, the actual results
could materially differ from those estimates. As of MarchJune 31,30, 2026, we
we did not have any critical accounting estimates to be disclosed other
than discussed below.
CRAQ insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. 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.
No Form 4 stock transactions in this period.
Well-known investors holding CRAQ (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 893,250 | $9.2M | 0.01% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 867,120 | $8.9M | 0.01% | Added 3% |
| Two Sigma Investments | 2026-06-30 | 725,000 | $7.5M | 0.01% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 646,192 | $148.7K | 0.0% | No change |