UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ 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: 001-39975

JAWS MUSTANG ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

98-1564586

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1601 Washington Avenue, Suite 800

Miami Beach, FL 33139

(Address of principal executive offices)

(305) 695-5500

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant	JWSM.U	NYSE American LLC
Class A Ordinary Shares included as part of the units	JWSM	NYSE American LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	JWSM WS	NYSE American LLC

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 for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the 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 smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 August 9, 2023, there were 2,103,614 Class A ordinary shares, $0.0001 par value and 25,875,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

JAWS MUSTANG ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS

		Page

Part I. Financial Information		1

Item 1.	Condensed Interim Financial Statements	1

	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

Part II. Other Information		24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	25

Item 6.	Exhibits	25

Part III. Signature		26

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Interim Financial Statements.

JAWS MUSTANG ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	44,815	$	116,808
Prepaid expenses		66,398		30,802
Total Current Assets		111,213		147,610

Cash and investments held in Trust Account		22,570,202		1,050,320,264
TOTAL ASSETS	$	22,681,415	$	1,050,467,874

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	4,140,416	$	3,804,109
Total Current Liabilities		4,140,416		3,804,109

Working capital loan - related party		500,000		—
Warrant liabilities		1,861,250		2,605,750
Deferred underwriting fee payable		14,490,000		36,225,000
Total Liabilities		20,991,666		42,634,859

Commitments and Contingencies

Class A ordinary shares subject to possible redemption 2,103,614 and 103,500,000 shares at approximately $10.73 and $10.15 per share redemption value as of June 30, 2023 and December 31, 2022, respectively		22,570,202		1,050,320,264

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 60,000,000 shares authorized; 25,875,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022		2,588		2,588
Additional paid-in capital		—		—
Accumulated deficit		(20,883,041)		(42,489,837)
Total Shareholders’ Deficit		(20,880,453)		(42,487,249)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	22,681,415	$	1,050,467,874

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

JAWS MUSTANG ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
General and administrative expenses	$	226,564	$	516,317	$	872,704	$	5,047,913
Loss from operations		(226,564)		(516,317)		(872,704)		(5,047,913)

Other income:
Gain from extinguishment of deferred underwriting commissions allocated to warrant liabilities		—		—		467,291		—
Interest earned on marketable investments held in Trust Account		203,605		1,584,532		4,278,902		1,745,999
Change in fair value of warrant liabilities		2,233,500		8,937,723		744,500		29,089,980
Other income		2,437,105		10,522,255		5,490,693		30,835,979

Net income	$	2,210,541	$	10,005,938	$	4,617,989	$	25,788,066

Weighted average shares outstanding of Class A ordinary shares redeemable shares		2,103,614		103,500,000		21,401,350		103,500,000
Basic and diluted net income per share, Class A ordinary shares redeemable shares	$	0.08	$	0.08	$	0.10	$	0.20
Weighted average shares outstanding of Class B ordinary shares non-redeemable shares		25,875,000		25,875,000		25,875,000		25,875,000
Basic and diluted net income per share, Class B ordinary shares non-redeemable shares	$	0.08	$	0.08	$	0.10	$	0.20

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

JAWS MUSTANG ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares		Amount	Shares		Amount	Capital		Deficit		Deficit
Balance — January 1, 2023	—	$	—	25,875,000	$	2,588	$	—	$	(42,489,837)	$	(42,487,249)

Accretion for Class A ordinary shares subject to possible redemption	—		—	—		—		—		17,192,412		17,192,412

Net income	—		—	—		—		—		2,407,448		2,407,448

Balance — March 31, 2023 (unaudited)	—	$	—	25,875,000	$	2,588	$	—	$	(22,889,977)	$	(22,887,389)

Accretion for Class A ordinary shares subject to possible redemption	—		—	—		—		—		(203,605)		(203,605)

Net income	—		—	—		—		—		2,210,541		2,210,541

Balance — June 30, 2023 (unaudited)	—	$	—	25,875,000	$	2,588	$	—	$	(20,883,041)	$	(20,880,453)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2022	—	$	—	25,875,000	$	2,588	$	—	$	(73,873,162)	$	(73,870,574)

Net income	—		—	—		—		—		15,782,128		15,782,128

Balance - March 31, 2022 (unaudited)	—	$	—	25,875,000	$	2,588	$	—	$	(58,091,034)	$	(58,088,446)

Change in value of Class A ordinary shares subject to redemption	—		—	—		—		—		(1,958,702)		(1,958,702)

Net income	—		—	—		—		—		10,005,938		10,005,938

Balance — June 30, 2022 (unaudited)	—	$	—	25,875,000	$	2,588	$	—	$	(50,043,798)	$	(50,041,210)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

JAWS MUSTANG ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended

June 30,

Cash Flows from Operating Activities:

SEC Form 10-Q filed by Jaws Mustang Acquisition Corp.