FutureCrest Acquisition Corp-A 2025年季度报告

FORM10-Q For the quarterly endedSeptember 30,2025 or Commission File Number:001-42867 Not Applicable(Former name, former address and former fiscal year, if changed since last report) 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 November 14, 2025, there were28,750,000Class A Ordinary Shares, par value $0.0001 per share, and7,187,500Class BOrdinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. FUTURECREST ACQUISITION CORP.FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025TABLE OF CONTENTS PagePart I. FINANCIAL INFORMATIONItem 1. Financial Statements1Condensed Balance Sheet as of September 30, 2025 (Unaudited)1Condensed Statements of Operations for the three months ended September 30, 2025 and for the Period from June 9,2025 (Inception) Through September 30, 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the three months ended September 30, 2025 and forthe Period from June 9, 2025 (Inception) Through September 30, 2025 (Unaudited)3Condensed Statement of Cash Flows for the Period from June 9, 2025 (Inception) Through September 30, 2025(Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures About Market Risk19Item 4. Controls and Procedures19Part II. Other InformationItem 1. Legal Proceedings20Item 1A. Risk Factors20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds21Item 3. Defaults Upon Senior Securities21Item 4. Mine Safety Disclosures21Item 5. Other Information21Item 6. Exhibits22SIGNATURES23 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2024 SPAC Rules” are to the rules and regulations for SPACs (as defined below) adopted by the SEC on January 24, 2024,which became effective on July 1, 2024;●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as amendedand restated, and currently in effect;●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses;●“Cantor” are to Cantor Fitzgerald & Co., the representative of the underwriters in our Initial Public Offering (as definedbelow);●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Combination Period” are to the 24-month period, from the closing of the Initial Public Offering to September 29, 2027, thatwe have to consummate an initial Business Combination; provided that the Combination Period may be extended pursuant toan amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchangerules;●“Company,” “our,” “we,” or “us” are to Lionheart Holdings, a Cayman Islands exempted company;●“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of ourPublic Warrants (as defined below);●“Deferred Discount” are to the additional $9,800,000 fee to which the underwriter of the Initial Public Offering are entitledthat is payable only upon our completion of the initial Business Comb