WSTN

Westin Acquisition Corp. 10-Q Summary

Business Context and Reporting Period

Westin Acquisition Corp. is a Cayman Islands exempted company incorporated on June 3, 2025, operating as a Special Purpose Acquisition Company (SPAC). The reporting period covers the three months ended September 30, 2025. As of the balance sheet date, the Company had not commenced operations and had not selected a business combination target. The Company is classified as a shell company, a smaller reporting company, and an emerging growth company.

Key Financial Metrics

Debt and Liquidity: As of September 30, 2025, the Company had no cash. Liabilities consisted entirely of a promissory note from a related party (Sponsor) totaling $449,377. The Company had a working capital deficit of $449,377.

Material Changes and Subsequent Events

The most significant development occurred subsequent to the reporting period. On November 5, 2025, the Company consummated its Initial Public Offering (IPO) and a concurrent Private Placement:

• IPO: Sold 5,750,000 Units (including full exercise of the 750,000 unit over-allotment option) at $10.00 per unit, generating gross proceeds of $57,500,000.
• Private Placement: Sold 235,000 Placement Units to the Sponsor at $10.00 per unit, generating $2,350,000.
• Trust Account: $57,500,000 was deposited into a Trust Account.
• Debt Repayment: The outstanding promissory note of $449,377 was repaid using IPO proceeds not held in the Trust Account.
• Offering Costs: Total offering costs incurred were approximately $2,160,563, including $1,150,000 in underwriting commissions paid at closing and a deferred underwriting commission of $2,300,000 (4.0% of gross proceeds) payable upon business combination.

Outlook, Risks, and Management Commentary

Going Concern: Management has determined that the mandatory liquidation requirement if a business combination is not completed within 18 months (by May 5, 2027) raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include adjustments that might result from this uncertainty.

Business Strategy: The Company intends to effectuate a business combination using cash from the IPO and private placement. It has 18 months from the IPO closing to complete a transaction. If unsuccessful, the Company will liquidate and redeem public shares from the Trust Account.

Controls and Procedures: Management concluded that disclosure controls and procedures were ineffective as of September 30, 2025, citing a lack of adequate controls to identify and timely disclose agreements requiring disclosure for commitments and contingencies.

Risks: The Company has not selected a target. There is no assurance a business combination will be completed. The Sponsor's indemnification obligations regarding third-party claims are not reserved for, and the Company has not verified the Sponsor's ability to satisfy them.

Investor Verification Checklist

• IPO Closing Confirmation: Verify the final closing date and total proceeds of the IPO and Private Placement as disclosed in the subsequent events section (November 5, 2025).
• Trust Account Status: Confirm the $57,500,000 deposit into the Trust Account and the specific investment vehicles (U.S. Treasury bills/money market funds).
• Deferred Underwriting Commission: Note the $2,300,000 deferred fee payable only upon successful business combination, which reduces the net assets available for the transaction.
• Internal Control Deficiencies: Review the Company's remediation plan for the ineffective disclosure controls identified in Item 4.
• Share Forfeiture: Confirm that the 262,500 Class B shares subject to forfeiture were retained due to the full exercise of the over-allotment option.