WSTN 10-K & 10-Q changes, risk factors and insider trading
Westin Acquisition Corp (also WSTNR, WSTNU) · Nasdaq · Services-Offices & Clinics Of Doctors Of Medicine · CIK 2076192 · 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
As a smaller reporting company, we are not required to make disclosures under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). …”see in full comparison
“In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2023-09 as of June 30, 2025 and there were no significant impact.”see in full comparison
“In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU No. 2023-07 as of June 30, 2025.”see in full comparison
For thesee in full comparisonsixthree months endedDecemberMarch 31,2025,2026, we had a net income of$124,521,$380,859, which consisted of operating costs of$267,118,$87,595, and income earned on marketable securities held in Trust Account of$391,639.$468,454.
As ofsee in full comparisonDecemberMarch 31,2025,2026, the Company had cash and cash equivalents outside the Trust Account of$432,172$361,629 and a working capital deficit of$62,156.$149,751. Prior to the completion of the initial public offering (“IPO”), the Company’s liquidity requirements were satisfied through a $25,000 payment from the Sponsor for Founder Shares and unsecured promissory note loans provided by the Sponsor. As ofDecemberMarch 31,2025,2026, $449,377 was outstanding under the promissorypromissorynote.
Full comparison: every changed paragraph (10)
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from June 3, 2025 (inception) through DecemberMarch 31, 2025,2026, were organizational activities
and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.
We do not expect to generate any operating revenues until after the completion of our initial business combination.
For the sixthree months ended DecemberMarch 31, 2025,2026, we
had a net income of
$124,521, $380,859, which consisted of operating costs of $267,118,$87,595, and income earned on marketable securities held in Trust
Account of $391,639.$468,454.
As of DecemberMarch 31, 2025,2026, the Company had cash and
cash equivalents
outside the Trust Account of $432,172$361,629 and a working capital deficit of $62,156.$149,751. Prior to the completion of the initial
public offering
(“IPO”), the Company’s liquidity requirements were satisfied through a $25,000 payment from the Sponsor
for Founder
Shares and unsecured promissory note loans provided by the Sponsor. As of DecemberMarch 31, 2025,2026, $449,377 was outstanding under the
promissory promissory
note.
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of DecemberMarch 31, 2025.2026. 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.
On June 3, 2025, the Sponsor agreed to loan the
Company up to $500,000
to be used, in part, for transaction costs incurred in connection with the initial public offering (the “Promissory
Note”).
As of DecemberMarch 31, 2025,2026, the Company had an outstanding loan balance of $449,377 under the Promissory Note. The Promissory
Note was unsecured,
non-interest bearing.
The Company entered into an Administrative Services
Agreement with the Sponsor on November 3, 2025, commencing on the effective date of the registration statement for the initial public
offering and continuing through the earlier of the consummation of a business combination or the Company’s liquidation, pursuant
to which the Company will pay the Sponsor a total of $10,000 per month for office space and administrative and support services. For the
sixthree months ended DecemberMarch 31, 2025,2026, administrative support services expense of $20,000$30,000 was recognized.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of these standards will have on its financial statements.
In November 2023, the FASB issued ASU No.
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment
information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024. The Company adopted ASU No. 2023-07 as of June 30, 2025.
In December 2023, the FASB issued ASU 2023-09,
Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness
of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted
for annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2023-09 as of June
30, 2025 and there were no significant impact.
As of DecemberMarch 31, 2025,2026, we did not have any off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
WSTN 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 WSTN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 158,095 | $1.6M | 0.0% | Added 2% |
| Two Sigma Investments | 2026-06-30 | 90,625 | $914.4K | 0.0% | No change |