Business Context and Reporting Period
D. Boral Acquisition I Corp. is a blank check company (SPAC) incorporated in the British Virgin Islands on April 3, 2025, formed to effect a business combination with one or more target businesses. The company is an emerging growth company and a shell company. This Form 10-Q covers the quarterly period ended June 30, 2026. The company consummated its Initial Public Offering (IPO) on February 12, 2026, and has not yet commenced any operations other than organizational activities and the search for a target.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Three Months Ended June 30, 2026 |
|---|---|---|
| Net Income | $3,714,327 | $2,467,167 |
| Operating Expenses | ($309,935) | ($183,608) |
| Interest Income (Trust Account) | $4,024,262 | $2,650,775 |
| Cash Held in Trust Account | $291,524,262 | $291,524,262 |
| Cash (Outside Trust) | $317,622 | $317,622 |
| Total Assets | $292,146,886 | $292,146,886 |
| Total Liabilities | $71,278 | $71,278 |
| Shares Outstanding (Class A Public) | 28,750,000 | 28,750,000 |
| Shares Outstanding (Class B Founder) | 12,321,429 | 12,321,429 |
Debt and Liquidity: The company has no long-term debt. A promissory note to a related party of $167,129 was fully repaid in connection with the IPO. As of June 30, 2026, the company held $317,622 in cash outside the trust account to fund working capital needs.
Material Changes vs. Prior Period
- Capitalization: The company transitioned from a pre-IPO entity with minimal assets ($185,954 total assets as of Dec 31, 2025) to a post-IPO entity with significant trust assets ($292.1 million total assets as of June 30, 2026).
- Revenue Generation: The company generated no operating revenue. Net income is derived entirely from interest earned on the Trust Account, which was $0 for the period ended June 30, 2025, compared to $4.0 million for the six months ended June 30, 2026.
- Equity Structure: Following the IPO, 28,750,000 Class A ordinary shares were issued to the public, and 200,000 Private Units were sold to the Sponsor. Class A shares subject to possible redemption are classified as temporary equity valued at $291,524,262.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The company must complete a business combination by August 6, 2027 (18 months from the IPO closing, with a potential 3-month extension). If not completed, the company will liquidate and redeem public shares.
- Going Concern: Management has determined that the timing of the potential liquidation raises substantial doubt about the company's ability to continue as a going concern for the next twelve months. No adjustments have been made to the financial statements.
- Internal Controls: Management concluded that disclosure controls and procedures were not effective as of June 30, 2026, due to inadequate segregation of duties and insufficient written policies.
- Warrants: Public warrants are exercisable at $11.50 per share. They become redeemable if the share price exceeds $18.00 for 10 trading days within a 20-day period.
- Related Party Fees: The company pays the Sponsor $20,000 per month for administrative support, commencing February 11, 2026.
Investor Verification Checklist
- Trust Account Balance: Verify the $291.5 million balance in the Trust Account and the interest rate assumptions used to calculate the $4.0 million interest income.
- Liquidation Timeline: Confirm the exact deadline for the business combination (August 6, 2027) and the terms for any potential extension.
- Internal Control Remediation: Review subsequent filings for plans to remediate the material weaknesses in internal controls regarding segregation of duties and accounting policies.
- Redemption Rights: Understand the conditions under which public shareholders can redeem shares and the impact of the $18.00 warrant redemption trigger.
- Working Capital: Assess whether the $317,622 in cash outside the trust is sufficient to cover operating expenses until the combination deadline or liquidation.