Business Context and Reporting Period
Company: FutureCrest Acquisition Corp. (FCRS)
Filing Type: Form 10-K (Annual Report)
Period Covered: Fiscal year ended December 31, 2025 (Inception: June 9, 2025)
Business Model: A Cayman Islands exempted company (SPAC) formed to effect a merger, share exchange, or asset acquisition with one or more businesses. The company has not yet selected a target.
Focus Sectors: Artificial Intelligence (AI), Digital Assets, Fintech, Infrastructure, Robotics, and Communications.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Trust Account Balance | $290,305,113 (Includes ~$2.8M interest income) |
| Cash Outside Trust | $869,527 |
| Total Assets | $291,551,364 |
| Net Income | $2,404,209 |
| Operating Expenses | $400,904 (General & Administrative) |
| Deferred Underwriting Fee | $12,250,000 (Liability) |
| Shares Outstanding (Class A) | 28,750,000 (Subject to redemption) |
| Shares Outstanding (Class B) | 7,187,500 (Founder Shares) |
Material Changes and IPO Details
The company consummated its Initial Public Offering (IPO) on September 29, 2025. Key details include:
- Units Sold: 28,750,000 Units (including full exercise of 3,750,000 over-allotment units) at $10.00 per Unit.
- Gross Proceeds: $287,500,000.
- Private Placement: Simultaneous sale of 3,500,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald & Co. for $7,000,000 ($2.00 per warrant).
- Trust Deposit: $287,500,000 ($10.00 per unit) was deposited into the Trust Account immediately following the IPO.
- Transaction Costs: Total of $17,861,874, comprising $5,000,000 cash underwriting fee, $12,250,000 deferred underwriting fee, and $611,874 in other offering costs.
Outlook, Risks, and Management Commentary
Completion Window: The company has 24 months from the IPO closing (September 29, 2025) to consummate an initial business combination. If unsuccessful, the company will liquidate and redeem public shares at the pro-rata Trust Account balance (approx. $10.10 per share as of Dec 31, 2025).
Management Strategy: Management intends to leverage expertise in AI, fintech, and digital assets to identify high-growth targets. They plan to use cash from the Trust Account, private placement proceeds, or equity/debt issuances to fund the combination.
Risks and Contingencies:
- Liquidity: The company relies on the Trust Account for the business combination. Working capital outside the trust is limited to ~$870,000.
- Related Party Conflicts: Officers and directors hold founder shares and private warrants, creating potential conflicts of interest in target selection.
- Extension Risk: The company may seek shareholder approval to extend the completion window, which would require additional funding or redemption of shares.
- Regulatory Environment: New SEC rules adopted in 2024 regarding SPACs may increase costs and time required to complete a transaction.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate earned on the Trust Account to confirm the redemption price remains above $10.00.
- Extension Provisions: Review the specific terms required to extend the 24-month deadline and the cost to shareholders (e.g., additional deposits into the trust).
- Deferred Fees: Confirm the $12.25M deferred underwriting fee obligation and its impact on post-transaction cash flow.
- Related Party Loans: Monitor for any "Working Capital Loans" from the Sponsor, which may be convertible into warrants at $2.00 each, potentially diluting public shareholders.
- Target Selection: Assess the specific target company once identified against the stated criteria (AI, Fintech, etc.) and the 80% net asset test required by NYSE rules.