Tailwind 2.0 收购公司-A 2025年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2025 Commission file number: 001-42940 Tailwind 2.0 Acquisition Corp.(Exact Name of Registrant as Specified in Its Charter) (Issuer’s telephone number) 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 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. TAILWIND 2.0 ACQUISITION CORP.FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim 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 May29, 2025 (Inception) Through September 30, 2025 (Unaudited)2Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended September 30,2025 and for the Period from May 29, 2025 (Inception) Through September 30, 2025 (Unaudited)3Condensed Statement of Cash Flows for the Period from May 29, 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 Operations14Item 3. Quantitative and Qualitative Disclosures About Market Risk16Item 4. Controls and Procedures16Part II. Other InformationItem 1. Legal Proceedings17Item 1A. Risk Factors17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds17Item 3. Defaults Upon Senior Securities17Item 4. Mine Safety Disclosures17Item 5. Other Information17Item 6. Exhibits18Part III. Signatures19 PART I - FINANCIAL INFORMATION TAILWIND 2.0 ACQUISITION CORP.CONDENSED BALANCE SHEETSEPTEMBER 30, 2025(UNAUDITED) Current assetsPrepaid expenses$9,533Total current assets9,533Deferred offering costs269,880Total Assets$279,413 Liabilities and Shareholders’ DeficitCurrent Liabilities Commitments and Contingencies (Note 6) Shareholders’ DeficitPreference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding —ClassA ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding—ClassB ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)575Additional paid-in capital24,947Accumulated deficit(51,695)Total Shareholders’ Deficit(26,173)Total Liabilities and Shareholders’ Deficit$279,413 (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 theunderwriters’ over-allotment option of 2,250,000 units, generating gross proceeds of $172,500,000. As such, the 750,000 Class Bordinary shares are no longer subject to forfeiture. The accompanying notes are an integral part of the unaudited condensed financial statements. TAILWIND 2.0 ACQUISITION CORP.CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) (1)Excludes 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 Ini