JATT 10-K & 10-Q changes, risk factors and insider trading

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to JATT II Acquisition CorpCorp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to JATT Ventures II L.P. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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 initialInitial publicPublic offering,Offering, described below, and subsequent to the closing of the initialInitial publicPublic offering,Offering, identifying a target company for a businessBusiness combination.Combination. We do not expect to generate any operating revenues until after the completion of our businessBusiness combination.Combination. We expect to generate non-operating income in the form of interest and/or dividend income on investmentsmarketable 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, among other thingscompliance), as well as for due diligence expenses.

For the period from January 13, 2026 (inception) through MarchJune 31,30, 2026, we had net loss of $68,793,$374,346, which consisted of formation, general and administrative expenses.costs of $747,636 and share-based compensation expense of $83,417, offset by change in fair value of over-allotment option liability of $47,288 and interest earned on investments held in the Trust Account of $409,419.

Subsequent to the quarterly period covered by this Quarterly Report on Form 10-Q, onOn April 20, 2026, the Companywe consummated the Initial Public Offering of 6,000,000 Ordinaryordinary Shares,shares, at $10.00 per Public Share, generating gross proceeds of $60,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 300,000 Private Placement Shares to the Sponsor at a price of $10.00 per Private Placement Share, generating gross proceeds of $3,000,000.

Following the Initial Public Offering and the sale of the Private Placement Shares, a total of $60,000,000 was placed in the Trust Account. We incurred $2,881,539,$2,881,539 of offering costs, consisting of $600,000 of cash underwriting fee, $1,800,000 of deferred underwriting fee, and $481,539 of other offering costs.

For the period from January 13, 2026 (inception) through MarchJune 31,30, 2026, net cash used in operating activities was $0.$525,708. Net loss of $68,793$374,346 was affected by the payment of operationgeneral costsand administrative expenses through the promissory note – related party of $51,432.$51,432 and share-based compensation expense of $83,417, offset by change in fair value of over-allotment option liability of $47,288 and interest earned on investments held in the Trust Account of $409,419. Changes in operating assets and liabilities provided $17,361 $170,496 of cash for operating activities.

As of June 30, 2026, we had investments held in the Trust Account of $60,409,419 (including approximately $409,419 of interest income) consisting of cash and 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 trustTrust account,Account, including any amounts representing interest earned on the trust accountTrust Account (less income taxes payable), to complete our businessBusiness combination.Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our businessBusiness combination,Combination, the remaining proceeds held in the trustTrust accountAccount 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 $1,641,241. We intend to use the funds held outside the trustTrust accountAccount 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 businessBusiness combination.Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a businessBusiness combination,Combination, the Sponsor or an affiliate of the SponsorSponsor, 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 businessBusiness combination,Combination, we would repay thesuch workingloaned capital loans.amounts. In the event that a businessBusiness combinationCombination does not close, we may use a portion of the working capital held outside the trustTrust accountAccount to repay thesuch workingloaned capital loansamounts but no proceeds from theour trustTrust accountAccount would be used tofor repaysuch the working capital loans.repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into Privateprivate Placementplacement Sharesshares of the post-Business Combination entity at a price of $10.00 per share. The Public Sharesshares would be identical to the Private Placement Shares.

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, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement pay to the Sponsor or its affiliates, a total of $20,000 per month for officer compensation and administrative services. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company.

Critical Accounting EstimatesPolicies

The preparation of 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 any critical accounting estimates to be disclosed.

Recent Accounting PronouncementsStandards

In November 2023, the FASB issued ASU 2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in this ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU 2023-07 and existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 13, 2026, the date of its inception.