Dune Acquisition Corp II-A 2025年季度报告

FORM10-Q For the quarterly period endedSeptember 30,2025 Commission file number:001-42607 DUNE ACQUISITION CORPORATION II(Exact Name of Registrant as Specified in Its Charter) 700 S. Rosemary Avenue,Suite 204West Palm Beach,FL33401(Address of principal executive offices) (917)742-1904(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 forthe 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filerNon-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 were14,482,813Class A ordinary shares, $0.0001 par value and5,750,000Class B ordinary shares,$0.0001 par value, issued and outstanding. DUNE ACQUISITION CORPORATION II FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Financial Statements1Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 20241Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 2025 and forthe period from September 13, 2024 (Inception) through September 30, 20242Condensed Statements of Changes in Shareholders’ Deficit (Unaudited) for the three and nine months endedSeptember 30, 2025 and for the period from September 13, 2024 (Inception) through September 30, 20243Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2025 and for the periodfrom September 13, 2024 (Inception) through September 30, 20244Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk20Item 4. Controls and Procedures20Part II. Other Information21Item 1. Legal Proceedings21Item 1A. Risk Factors21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds21Item 3. Defaults Upon Senior Securities21Item 4. Mine Safety Disclosures22Item 5. Other Information22Item 6. Exhibits22Signatures23 PART I - FINANCIAL INFORMATION DUNE ACQUISITION CORPORATION IICONDENSED BALANCE SHEETS Deferred offering costs—69,160Marketable securities held in Trust Account146,497,545—TOTAL ASSETS$146,975,580$82,978 Class A ordinary shares subject to possible redemption14,375,000shares at $10.191per shareredemption value146,497,545— Shareholders’ DeficitPreference shares, $0.0001par value;1,000,000shares authorized;noneissued or outstanding——Class A ordinary shares, $0.0001par value;200,000,000shares authorized;107,813andnosharesissued and outstanding (excluding 14,375,000 and no shares subject to possible redemption) atSeptember 30, 2025 andDecember 31, 2024, respectively11—Class B ordinary shares, $0.0001par value;20,000,000shares authorized;5,750,000shares issuedand outstanding at September 30, 2025 andDecember 31, 2024, respectively(1)(2)575575Additional paid-in capital—24,425Accumulated deficit(5,348,953)(36,702)Total Shareholders’ Deficit(5,348,367)(11,702)TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT$146,975,580$82,978 (1)At December 31, 2024, included up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option was notexercised in fully by the underwriters (see Note 5). As a result of the underwriters’ election to fully exercise their over-allotmentoption on May 8, 2025, the 750,000 Class B ordinary shares are no longer subject to forfeiture.(2)On April, 22, 2025, the Sponsor surrendered 1,150,000 Class B ordinary shares, where the number of outstanding founder shares was reduced to 5,750,000 in the aggregate. All share and per share data have been retrospectively presented (see Note 5). The accompanying notes are an integral part of the unaudited