Business Context and Reporting Period
Company: FutureCrest Acquisition Corp. (FCRS)
Filing Type: Form 10-Q (Quarterly Report)
Reporting Period: Quarter ended September 30, 2025 (Inception: June 9, 2025)
Status: Cayman Islands exempted company; Shell Company; Emerging Growth Company; Smaller Reporting Company.
Business Overview: A blank check company formed to effect a merger, capital share exchange, or similar business combination. The Company consummated its Initial Public Offering (IPO) on September 29, 2025, and has not yet commenced operations or selected a specific target.
Key Financial Metrics
| Metric | Value (as of Sept 30, 2025) |
|---|---|
| Total Assets | $288,943,741 |
| Cash (Outside Trust) | $1,399,715 |
| Trust Account Balance | $287,523,851 |
| Revenue | $0 (No operating revenue) |
| Net Loss (3 Months) | $(60,837) |
| Net Loss (Inception to Date) | $(77,978) |
| Working Capital | $1,311,297 |
| Deferred Underwriting Fee | $12,250,000 |
| Class A Shares (Redeemable) | 28,750,000 shares @ $10.00/share |
| Class B Shares (Founder) | 7,187,500 shares |
Material Changes and IPO Details
The reporting period covers the Company's inception and the consummation of its IPO. Key capital events include:
- IPO Execution: On September 29, 2025, the Company sold 28,750,000 Units (including full exercise of the 3,750,000 over-allotment option) at $10.00 per Unit, generating gross proceeds of $287,500,000.
- Trust Account Funding: $287,500,000 was deposited into the Trust Account immediately following the IPO. As of September 30, 2025, the balance grew to $287,523,851 due to interest income of $23,851.
- Private Placement: Simultaneously with the IPO, the Company sold 3,500,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald & Co. for $7,000,000 ($2.00 per warrant).
- Transaction Costs: Total transaction costs were $17,861,874, comprising a $5,000,000 cash underwriting fee, a $12,250,000 deferred underwriting fee, and $611,874 in other offering costs.
Outlook, Risks, and Management Commentary
Outlook and Liquidity: Management believes the Company has sufficient funds to operate for at least one year from the date of issuance. The Company intends to use funds outside the Trust Account for identifying targets and due diligence. If a Business Combination is not completed within 24 months (the "Completion Window"), the Company will liquidate and redeem Public Shares.
Risks and Contingencies:
- SPAC Regulations: The Company is subject to new SEC "2024 SPAC Rules" effective July 1, 2024, which may increase costs and time required to complete a Business Combination.
- Trade Policy: Recent changes in international trade policies and tariffs could adversely affect the search for a target or the performance of a post-combination company.
- Going Concern: While currently funded, the Company may need additional financing if due diligence costs exceed estimates or if significant redemptions occur.
- Warrant Redemption: Public Warrants may be redeemed if the Class A share price exceeds $18.00 for 20 trading days within a 30-day period post-combination.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate on the $287.5M held in the Trust Account and its impact on the redemption price per share.
- Deferred Fees: Confirm the $12,250,000 deferred underwriting fee obligation and its payment terms upon a successful Business Combination.
- Extension Rights: Review the Amended and Restated Articles for specific terms regarding shareholder approval required to extend the 24-month Combination Period.
- Sponsor Commitment: Verify the Sponsor's ability to satisfy indemnification obligations if third-party claims reduce Trust Account funds below $10.00 per share.
- Warrant Terms: Confirm the exercise price ($11.50) and the specific conditions under which warrants become exercisable or subject to redemption.