Business Context and Reporting Period
Insight Digital Partners II is a Cayman Islands-incorporated blank check company (SPAC) formed on July 11, 2025, 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 quarter and six months ended June 30, 2026. As of the reporting date, the company has not commenced any operations; all activity relates to its formation, its Initial Public Offering (IPO) consummated on October 30, 2025, and the search for a target business.
Key Financial Metrics
| Metric | Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | As of June 30, 2026 |
|---|---|---|---|
| Revenue | $0 | $0 | N/A |
| Net Income | $1,403,027 | $2,662,995 | N/A |
| Operating Expenses (G&A) | $178,985 | $430,713 | N/A |
| Interest Income (Trust Account) | $1,582,012 | $3,093,708 | N/A |
| Cash (Outside Trust) | N/A | N/A | $787,476 |
| Trust Account Balance | N/A | N/A | $176,753,636 |
| Working Capital | N/A | N/A | $802,954 |
| Deferred Underwriting Fee | N/A | N/A | $6,900,000 |
| Shares Outstanding (Class A) | N/A | N/A | 17,250,000 (Subject to Redemption) |
| Shares Outstanding (Class B) | N/A | N/A | 5,750,000 |
Note: The company has no operating revenue. Net income is derived entirely from interest earned on the Trust Account, offset by general and administrative costs.
Material Changes vs. Prior Period
- Trust Account Growth: The balance in the Trust Account increased from $173,659,928 as of December 31, 2025, to $176,753,636 as of June 30, 2026, an increase of approximately $3.1 million driven by interest income.
- Redemption Value Accretion: The redemption value per Class A ordinary share increased from $10.07 (Dec 31, 2025) to $10.25 (June 30, 2026). This accretion of $1,582,012 for the quarter was charged to accumulated deficit.
- Cash Position: Cash held outside the Trust Account decreased from $1,247,831 to $787,476, reflecting a net cash outflow of $460,355 from operating activities over the six-month period.
- Accumulated Deficit: Despite net income, the accumulated deficit increased (became more negative) from $(5,653,341) to $(6,084,054) due to the non-cash accretion of the redemption value of Class A shares.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The company has until 24 months from the IPO closing (October 30, 2025) to complete a business combination. This deadline can be extended up to 36 months with shareholder approval.
- Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern. The company expects to incur significant costs in pursuing a business combination, and there is a risk that current working capital may be insufficient to fund operations prior to a combination.
- Liquidity Strategy: To fund working capital deficiencies, the Sponsor or affiliates may provide loans. Up to $1,500,000 of such loans may be convertible into warrants. No working capital loans were outstanding as of June 30, 2026.
- Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the Trust Account upon the completion of a business combination. The Sponsor has waived redemption rights for Founder Shares.
- Risk Factors: Risks include the inability to complete a business combination, market volatility due to geopolitical conflicts (Russia-Ukraine, Middle East), and the potential for the Trust Account value to be reduced by taxes or claims (though the Sponsor has agreed to indemnify the Trust Account against certain claims).
Investor Verification Checklist
- Extension Timeline: Verify the exact date by which the company must complete a business combination or liquidate (currently 24 months from Oct 30, 2025, potentially extendable to 36 months).
- Working Capital Sufficiency: Assess whether the $787,476 in cash outside the Trust Account is sufficient to cover operating expenses until the deadline or a business combination is announced.
- Redemption Value: Confirm the current per-share redemption value ($10.25) and monitor for further accretion or potential dilution.
- Deferred Fees: Note the $6.9 million deferred underwriting fee payable only upon a successful business combination, which will reduce the net proceeds available to the combined entity.
- Target Search: Monitor for announcements regarding a target business, as the company has not yet identified a specific target.