Talon Capital Corp-A 2025年季度报告

FORM10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter endedJune 30,2025 Commission file number:001-42827 TALON CAPITAL CORP.(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of October 21, 2025, there were25,679,000Class A Ordinary Shares, $0.0001 par value and8,300,000Class B Ordinary Shares,$0.0001 par value, issued and outstanding. TALON CAPITAL CORP.FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Interim Financial Statements1Condensed Balance Sheet as of June 30, 2025 (Unaudited)1Condensed Statement of Operations for the period from May 1, 2025 (Inception) through June 30, 2025 (Unaudited)2Condensed Statement of Changes in Shareholder’s Deficit for the period from May 1, 2025 (Inception) through June30, 2025 (Unaudited)3Condensed Statement of Cash Flows for the period from May 1, 2025 (Inception) through June 30, 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3. Quantitative and Qualitative Disclosures About Market Risk18Item 4. Controls and Procedures18Part II. Other Information19Item 1. Legal Proceedings19Item 1A. Risk Factors19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds19Item 3. Defaults Upon Senior Securities20Item 4. Mine Safety Disclosures20Item 5. Other Information20Item 6. Exhibits20Part III. Signatures21 PART I - FINANCIAL INFORMATION Talon Capital Corp.CONDENSED BALANCE SHEETJUNE 30, 2025(UNAUDITED) Liabilities and Shareholder’s DeficitCurrent Liabilities (1)On August 8, 2025, the Company effected a 1 to 1.5 share split for which the Company issued an additional 2,875,000 foundershares to the Sponsor for no additional consideration, resulting in the Sponsor holding an aggregate 8,625,000 founder sharesissued and outstanding. All share and per share amounts have been retroactively presented (see Notes 5 and 9).(2)Includes 1,125,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Subsequently, on September 10, 2025, as a result of the partial exercise and the forfeiture of the over-allotment option by the underwriters, 800,000 founder shares are no longer subject to forfeiture and 325,000 founder shares wereforfeited, resulting in the Sponsor holding 8,260,000 founder shares (after taking into account the assignment of 40,000 foundershares to the directors) (see Note 5 and 9). The accompanying notes are an integral part of the unaudited condensed financial statements. Talon Capital Corp.CONDENSED STATEMENT OF OPERATIONSFOR THE PERIOD FROM MAY 1, 2025 (INCEPTION) THROUGH JUNE 30, 2025(UNAUDITED) General and administrative costs$37,257Loss from operations(37,257)Net loss$(37,257)Basic and diluted weighted average Class B ordinary shares outstanding(1)(2)7,500,000Basic and diluted net loss per Class B ordinary share$(0.00) (1)On August 8, 2025, the Company effected a 1 to 1.5 share split for which the Company issued an additional 2,875,000 foundershares to the Sponsor for no additional consideration, resulting in the Sponsor holding an aggregate 8,625,000 founder sharesissued and outstanding. All share and per share amounts have been retroactively presented (see Notes 5 and 9).(2)Excludes 1,125,000 Class B ordinary shares that were subject to for