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Real Asset Acquisition Corp-A 2026年季度报告

2026-05-15 美股财报 章嘉艺
报告封面

FORM 10-Q (Mark One)☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number: 001-42613 REAL ASSET ACQUISITION CORP.(Exact name of registrant as specified in its charter) (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) N/A(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 (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant 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: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ 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 May 15, 2026, there were 17,250,000 Class A ordinary shares, par value $0.0001 per share, issued and outstanding, and5,750,000 shares of the registrant’s Class B ordinary share, par value $0.0001 per share, issued and outstanding. REAL ASSET ACQUISITION CORP.TABLE OF CONTENTS PagePART 1 - FINANCIAL INFORMATIONItem 1.UNAUDITED CONDENSED FINANCIAL STATEMENTSCondensed Balance Sheets as of March 31, 2026 (unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 20252Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31,2026 and 20253Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20254Notes to Unaudited Condensed Financial Statements5Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS19Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK24Item 4.CONTROLS AND PROCEDURES24PART II - OTHER INFORMATIONItem 1.LEGAL PROCEEDINGS25Item 1A.RISK FACTORS25Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS25Item 3.DEFAULTS UPON SENIOR SECURITIES25Item 4.MINE SAFETY DISCLOSURES25Item 5.OTHER INFORMATION25Item 6.EXHIBITS26SIGNATURES27 Item 1. UNAUDITED CONDENSED FINANCIAL STATEMENTS REAL ASSET ACQUISITION CORP.CONDENSED BALANCE SHEETS REAL ASSET ACQUISITION CORP.CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) For the ThreeMonths EndedMarch 31, (1)The calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2025 excluded750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part bythe Underwriters (see Note 6). On April 30, 2025, the Underwriters’ over-allotment option was exercised in full simultaneouslywith the closing of the Initial Public Offering, and the 750,000 Class B ordinary shares were no longer subject to forfeiture. The accompanying notes are an integral part of these unaudited condensed financial statements. REAL ASSET ACQUISITION CORP.CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 FOR THE THREE MONTHS ENDED MARCH 31, 2025 (1)As of January 1, 2025, the calculation included 750,000 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 (Note 6). On April 30, 2025, the Underwriters’ over-allotment option was exercised in full simultaneously with the closing of the Initial Public Offering, and the 750,000 Class Bordinary shares were no longer subject to forfeiture. The accompanying notes are an integral part of these unaudited condensed financial state