Westin Acquisition Corp. — FY2026 Form 10-K
Reporting period: Fiscal year ended June 30, 2026. Westin is a Cayman Islands SPAC formed to complete a business combination; it had no operating business or operating revenue during the period. Its IPO closed November 5, 2025. The financial statements compare FY2026 with the period from inception (June 3, 2025) through June 30, 2025, not a comparable full year.
Key financial results and position
| Metric | FY2026 / June 30, 2026 |
|---|---|
| Operating revenue | None |
| Operating expenses | $490,333 |
| Trust-account investment income | $1,380,779 |
| Net income | $890,446; reported EPS was $0.63 for redeemable shares and a $0.66 loss for non-redeemable shares |
| Cash from operating activities | $(330,991) |
| Cash outside trust | $319,009 |
| Trust assets | $58,880,783 |
| Working capital | Deficit of $285,370 |
| Liabilities | $604,379 current liabilities, including a $449,377 sponsor promissory note; plus $2,300,000 deferred underwriting commission |
| Redeemable public shares | 5,750,000 shares classified as temporary equity at $54,435,566 |
The $57.5 million IPO trust deposit grew to approximately $58.9 million by year-end, principally reflecting interest. The company also raised $2.35 million through a sponsor private placement. The filing reports no off-balance-sheet arrangements and no material market or interest-rate exposure.
Material developments and outlook
- Proposed business combination: On July 22, 2026, after fiscal year-end, Westin signed an agreement with First Choice Healthcare Solutions, Inc. (FCHS) and a wholly owned merger subsidiary. The proposal includes migrating Westin from the Cayman Islands to Nevada, then combining with FCHS. The filing describes FCHS as a healthcare-services and functional-health, longevity and regenerative-medicine business.
- The transaction values FCHS at an equity value of up to approximately $650 million, with consideration to FCHS securityholders in PubCo shares. A contemplated PIPE could provide up to $10 million of proceeds for preferred stock with up to $12.5 million stated value; no subscription agreements had been signed as of the report date, and completion is uncertain. The agreement is subject to customary conditions, including SEC registration-statement effectiveness, shareholder approval and exchange-listing approval.
- Westin’s stated combination deadline is 18 months after the IPO closing—May 5, 2027—unless shareholders approve an extension. Failure to complete a transaction would trigger liquidation procedures; public rights would expire worthless.
- The auditor issued an unqualified opinion on the financial statements but included a going-concern explanatory paragraph. Management and the auditor cite limited liquidity, ongoing costs and the risk of failing to complete a business combination by the deadline as raising substantial doubt about continued operation. The statements include no adjustments for that uncertainty.
- Management reported no operating revenue and expects continuing public-company and transaction costs. No financial guidance or forecast for Westin or the proposed combined company is provided in the filing.
Risks, contingencies and unusual disclosures
- Liquidity and funding: Cash outside the trust was $319,009 against a working-capital deficit. Sponsor or affiliate loans may be available at their discretion, but there is no assurance of funding. The sponsor note is unsecured and due upon a business combination; a separate working-capital loan facility is optional.
- Trust and redemption exposure: Redemptions could reduce cash available to close the transaction, and the agreement may impose additional cash conditions. Trust funds may also be exposed to creditor claims, and the sponsor’s indemnity is not secured; Westin has not verified the sponsor’s ability to pay.
- Dilution and conflicts: Public rights convert into one-sixth of a share per right upon a business combination. Founder shares, private placement securities, possible financing and transaction issuance may dilute public holders. Directors and officers have other fiduciary or contractual obligations, and sponsor-related payments include $10,000 monthly administrative fees and uncapped reimbursement of out-of-pocket expenses.
- Controls and disclosure: Management stated that internal control over financial reporting was ineffective at June 30, 2026, but the stated cause and material-weakness disclosure are explicitly marked as needing confirmation. The disclosure-controls conclusion is also left as an unresolved “effective/not effective” placeholder. The auditor did not attest to internal controls.
- The filing contains apparent drafting or reconciliation issues: the financial-statement note says no subsequent events requiring disclosure, while the body and another note describe the July 2026 business-combination agreement and sponsor ownership transfer; some holder and beneficial-ownership fields are masked or incomplete, and certain transaction references contain inconsistent names or unfinished text.
Most important facts for investors to verify
- Whether the FCHS transaction is still progressing, and the definitive terms, shareholder vote, redemptions, closing cash requirements and any signed PIPE financing.
- Current trust balance, public-share redemption value, cash outside trust, sponsor-note balance and sources of funding for transaction expenses.
- The final S-4/proxy disclosures on transaction valuation, dilution, post-combination ownership, fees, related-party interests and any sponsor share purchases.
- Management’s confirmed disclosure-controls conclusion and the specific material weakness, remediation plan and status.
- The consistency and completeness of subsequent-event, ownership, holder-count and other placeholder disclosures in the final filed materials.