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Based on the provided financial report articles, I generated the title for the article: "Form 10-K: Annual Report for the Fiscal Year Ended December 31, 2025" Please note that the title may not be exact, as the provided text appears to be a financial report in the format of a Form 10-K, which is an annual report filed by publicly traded companies with the United States Securities and Exchange Commission (SEC).
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Based on the provided financial report articles, I generated the title for the article: "Form 10-K: Annual Report for the Fiscal Year Ended December 31, 2025" Please note that the title may not be exact, as the provided text appears to be a financial report in the format of a Form 10-K, which is an annual report filed by publicly traded companies with the United States Securities and Exchange Commission (SEC).

Based on the provided financial report articles, I generated the title for the article: "Form 10-K: Annual Report for the Fiscal Year Ended December 31, 2025" Please note that the title may not be exact, as the provided text appears to be a financial report in the format of a Form 10-K, which is an annual report filed by publicly traded companies with the United States Securities and Exchange Commission (SEC).

Unfortunately, the provided text appears to be a financial report in a raw, unstructured format, making it difficult to summarize the key financial figures, main events, and significant developments. However, I can try to extract some information from the text:

  • The report appears to be for a company with CIK number 0002082542, covering the period from January 1, 2025, to December 31, 2025.
  • The company went public through an initial public offering (IPO) on December 1-3, 2025, and also conducted a private placement on the same dates.
  • The IPO included an overallotment option, which was exercised on December 3, 2025.
  • The company issued Class A ordinary shares, Class B ordinary shares, and redeemable warrants as part of the IPO and private placement.
  • The report includes information on the company’s financial statements, including additional paid-in capital and retained earnings.
  • There are also mentions of a securities transfer agreement and the transfer of founder shares on July 18, 2025.

Please note that this summary is limited due to the unstructured nature of the provided text. If you would like me to help with a specific aspect of the report or provide more information, please let me know.

Overview

We are a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to a business combination with us.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Initial Public Offering that closed on December 3, 2025. Following the Initial Public Offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest and dividend income on cash and cash equivalents held in the Trust Account after the Initial Public Offering.

For the period from June 9, 2025 (inception) through December 31, 2025, we had net income of $150,959 comprised of $645,454 of interest income on the Trust Account, $1,378 of interest income on money market mutual fund, and a gain of $87,000 on the change in fair value of the over-allotment option liability, offset by $329,000 share based compensation expense, $146,605 of formation, general and administrative expenses, $6,475 of insurance expense, $82,083 of listing fees, and $18,710 of administrative support fee expense.

Liquidity and Capital Resources

As of December 31, 2025, we had cash and cash equivalents of $2,637,478, cash and marketable securities held in the Trust Account of $220,645,454, and working capital of $2,582,429. For the period from June 9, 2025 (inception) through December 31, 2025, net cash used in operating activities was $272,070, net cash used in investing activities was $220,000,000, and net cash provided by financing activities was $222,909,548.

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through $25,000 paid by the Sponsor to cover certain of our offering and formation costs in exchange for the issuance of the founder shares to our Sponsor and up to $300,000 in loans from our Sponsor.

On December 3, 2025, the Company consummated the initial public offering (the “Initial Public Offering”) of 22,000,000 units (the “Units”), including the partial exercise by the underwriters of their over-allotment option in the amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $220,000,000. Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 770,000 units (the “Private Units” and, with respect to the Class A ordinary shares included in the Private Units being offered, the “Private Placement Shares”) at a price of $10.00 per Private Unit, in a private placement to the Company’s sponsor, Samara Acquisition Sponsor V Ltd. (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street, LLC (the “Underwriters”), the representative of the underwriter in the Initial Public Offering, generating gross proceeds of $7,700,000. Each Private Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”).

Related Party Transactions

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their respective founder shares and Private Units until the date that is (i) in the case of the founder shares, the earlier of (A) six months after the date of the consummation of an initial Business Combination or (B) subsequent to an initial Business Combination, the date on which consummation of a liquidation, merger, stock exchange or other similar transaction after an initial Business Combination which results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the Private Units or any securities underlying the Private Units, until 30 days after the completion of an initial Business Combination.

The Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due at the earlier of (i) the closing of the Initial Public Offering or (ii) the date which the Company determines not to proceed with the Initial Public Offering. The Promissory Note will be repaid out of the offering proceeds that has been allocated to the payment of offering expenses.

Commencing on the effective date of the Registration Statement, the Company entered into an agreement with our Sponsor to pay an aggregate of $20,000 per month for company administration, office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. We have not identified any critical accounting estimates as of December 31, 2025.

Disclaimer:This article represents the opinion of the author only. It does not represent the opinion of Webull, nor should it be viewed as an indication that Webull either agrees with or confirms the truthfulness or accuracy of the information. It should not be considered as investment advice from Webull or anyone else, nor should it be used as the basis of any investment decision.
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