Tailwind 2.0 收购公司-A 2025年季度报告

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 the 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,” “smaller 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 December 22, 2025, there were 17,795,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares,$0.0001 par value, issued and outstanding. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION TAILWIND 2.0 ACQUISITION CORP.CONDENSED BALANCE SHEET Commitments and Contingencies (Note 6) Shareholders’ Deficit Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstandingClassA ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstandingClassB ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)Additional paid-in capital (1)Includes an aggregate of up to 750,000 ClassB ordinary shares subject to forfeiture by the holders thereof depending on theextent to which the underwriters’ over-allotment option was exercised (Note5). On November 10, 2025, the Companyconsummated the Initial Public Offering of 17,250,000units at $10.00 per unit, which includes the full exercise of the The accompanying notes are an integral part of the unaudited condensed financial statements. Cash Flows from Operating Activities: Net loss$(51,695)Adjustments to reconcile net loss to net cash used in operating activities: Accrued expenses12,286Net cash used in operating activities— TAILWIND 2.0 ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Tailwind 2.0 Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporationon May29, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition,share purchase,reorganization or similar business combination with one or more businesses(the“Business As of September 30, 2025, the Company had not commenced any operations. All activity for the period from May29, 2025 (inception)through September 30, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”). TheCompany will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The The Company’s sponsor is Tailwind 2.0 Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial PublicOffering became effective on November 5, 2025. On November 10, 2025, the Company consummated the Initial Public Offering of17,250,000units (the “Units”) at $10.00 per Unit, which is discussed in Note3, which includes the full exercise of the underwriters’ Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 545,000 privateplacement units (the “Private Placement Units”) to the Sponsor and the underwriters at a price of $10.00 per Private Placement Unit, Transaction costs amounted to $10,862,543, consisting of $3,450,000 of cash underwriting fee, $6,900,000 of deferred underwriting The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to atleast 80% of the net balance in the trust account (the “Trust Account”) (excluding the amount of deferred underwriting discounts heldand taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a BusinessCombination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or Upon the closing of the Initial Public Offering on November 10, 2025, an amount of $172,500,000 ($10.00 per Unit) from the netproceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Units, is held in a Trust Accountand will initially be invested only in U.S.government treasury obligations with a maturity of 185days or less or in money marketfunds meeting certain conditions under Rule2a-7under the Investment Company Act which invest only in direct U.S.governmenttreasury obligations; the holding of these assets in this form is intended to be temporary