Muzero Acquisition Corp-A 2026年季度报告

FORM 10-Q For the quarterly period ended June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto MUZERO ACQUISITION CORP(Exact name of registrant as specified in its charter) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 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 Rule405 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 Rule12b-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 Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of August 13, 2026, there were 20,611,875 Class A Ordinary Shares, par value $0.0001 per share, and 6,708,333 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. MUZERO ACQUISITION CORP FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Condensed Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 (audited)1Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 (unaudited)2Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30,2026 (unaudited)3Condensed Statement of Cash Flows for the Six Months Ended June 30, 2026 (unaudited)4Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.17Item 3.Quantitative and Qualitative Disclosures About Market Risk.21Item 4.Controls and Procedures.21PART II – OTHER INFORMATION22Item 1.Legal Proceedings.22Item 1A.Risk Factors.22Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.22Item 3.Defaults Upon Senior Securities.22Item 4.Mine Safety Disclosures.22Item 5.Other Information.22Item 6.Exhibits.23SIGNATURES24 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal period ended December 31, 2025, as filed withthe SEC (as defined below) on March 27, 2026;●“2026 First Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, asfiled with the SEC (as defined below) on May 12, 2026;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated January 29, 2026, which weentered into with an affiliate of our Sponsor (as defined below);●“Advisors” are to Gary Linscott and Yiding (Frederick) He, the advisors to our Company;●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently ineffect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“ASU” are to the FASB Accounting Standards Update;●“Board of Directors” or “Board” are to our board of directors;●“BTIG” are to BTIG, LLC, the representative of the Underwriters (as defined below);●“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses;●“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 (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) toFebruary 2, 2028 (or such earlier date as determined by the Board), that we have to consumma