Meridian3 Industrials Acquisition Corp 10-Q for FY2026 Q3
Meridian3 Industrials Acquisition Corp (MIAC)
About this 10-Q
Meridian3 Industrials Acquisition Corp filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $1.5M
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of | | (I.R.S. Employer |
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(Address of principal executive offices) | | (Zip Code) |
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(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 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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.
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).
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 the 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 | ☐ |
☒ | 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
As of November 3, 2026, there were
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
BALANCE SHEET
SEPTEMBER 30, 2026
(UNAUDITED)
| | | |
Assets | | | |
Current Assets |
| | |
Cash and cash equivalents | | $ | |
Prepaid expenses | |
| |
Total Current Assets | |
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| | | |
Long-term prepaid insurance | | | |
Cash and investments held in Trust Account | | | |
Total Assets | | $ | |
| | | |
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | |
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Current Liabilities | |
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Accrued expenses | | $ | |
Accrued expenses – related party | | | |
Accrued offering costs | |
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Total Current Liabilities | |
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Deferred underwriting fee payable | | | |
Total Liabilities | | | |
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Commitments and contingencies (Note 6) | | | |
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Class A ordinary shares subject to possible redemption, | | | |
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Shareholders’ Deficit | |
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Preference shares, $ | |
| — |
Class A ordinary shares, $ | |
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Class B ordinary shares, $ | |
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Additional paid-in capital | |
| — |
Accumulated deficit | |
| ( |
Total Shareholders’ Deficit | |
| ( |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | | $ | |
The accompanying notes are an integral part of the unaudited financial statements.
1
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026 AND FOR THE PERIOD FROM MAY 11, 2026 (INCEPTION) THROUGH SEPTEMBER 30, 2026
(UNAUDITED)
| | | | | | |
| | | | For the Period from | ||
| | For the Three | | May 11, 2026 | ||
| | Months Ended | | (Inception) through | ||
| | September 30, 2026 | | September 30, 2026 | ||
Formation, general, and administrative costs | | $ | | $ | | |
Loss from operations | | | ( | | | ( |
| | | | | | |
Other income: | | | | | | |
Interest and dividends earned on cash and investments held in Trust Account | | | | | | |
Interest earned on operating account | | | | | | |
Total other income | | | | | | |
| | | | | | |
Net income | | $ | | | $ | |
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Weighted average shares outstanding, Class A ordinary shares | | | | | | |
Basic and diluted net income per share, Class A ordinary shares | | $ | | $ | ||
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Weighted average shares outstanding, Class B ordinary shares – basic (1) | |
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Weighted average shares outstanding, Class B ordinary shares – diluted | | | | | | |
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Basic and diluted net income per share, Class B ordinary shares | | $ | | $ | | |
| (1) |
The accompanying notes are an integral part of the unaudited financial statements.
2
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026 AND FOR THE PERIOD FROM MAY 11, 2026 (INCEPTION) THROUGH SEPTEMBER 30, 2026
(UNAUDITED)
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| | Class A | | Class B | | | | | | Total | |||||||||
| | Ordinary Shares | | Ordinary Shares(1) | | Additional | | Accumulated | | Shareholders’ | |||||||||
| | Shares | | Amount | | Shares | | Amount | | Paid-in Capital | | Deficit | | Deficit | |||||
Balance - May 11, 2026 (Inception) |
| |
| $ | |
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| $ | |
| $ | |
| $ | |
| $ | |
| | | | | | | | | | | | | | | | | | | |
Issuance of Class B ordinary shares (1) |
| — | | | — | | | | | | | | | | | — | | | |
| | | | | | | | | | | | | | | | | | | |
Net loss |
| — | | | — | | — | | | — | | | — | | | ( | | | ( |
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Balance — June 30, 2026 (Unaudited) |
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| $ | |
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| $ | |
| $ | |
| $ | ( |
| $ | ( |
| | | | | | | | | | | | | | | | | | | |
Sale of | | — | | | — | | — | | | — | | | | | | — | | | |
| | | | | | | | | | | | | | | | | | | |
Fair value of Warrants included in Public units | | — | | | — | | — | | | — | | | | | | — | | | |
| | | | | | | | | | | | | | | | | | | |
Allocated value of transaction costs to Public and Private Placement Warrants | | — | | | — | | — | | | — | | | ( | | | — | | | ( |
| | | | | | | | | | | | | | | | | | | |
Accretion of Class A ordinary shares subject to redemption upon initial measurement | | — | | | — | | — | | | — | | | ( | | | ( | | | ( |
| | | | | | | | | | | | | | | | | | | |
Subsequent accretion of Class A ordinary shares subject to redemption to redemption amount | | — | | | — | | — | | | — | | | — | | | ( | | | ( |
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Net income |
| — | | | — | | — | | | — | | | — | | | | | | |
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Balance — September 30, 2026 (Unaudited) |
| — |
| $ | — |
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| $ | |
| $ | — |
| $ | ( |
| $ | ( |
| (1) |
The accompanying notes are an integral part of the unaudited financial statements.
3
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 11, 2026 (INCEPTION) THROUGH SEPTEMBER 30, 2026
(UNAUDITED)
| | | |
Cash Flows from Operating Activities: | | | |
Net income | | $ | |
Adjustments to reconcile net income to net cash used in operating activities: | | | |
Payment of formation, general, and administrative costs through promissory note – related party | |
| |
Interest and dividends earned on cash and investments held in Trust Account | |
| ( |
Changes in operating assets and liabilities: | | | |
Prepaid expenses | | | ( |
Long-term prepaid insurance | | | ( |
Advances from related parties | | | |
Accrued expenses – related party | | | |
Accrued expenses | |
| |
Net cash used in operating activities | |
| ( |
| | | |
Cash Flows from Investing Activities: | | | |
Investment of cash into Trust Account | | | ( |
Net cash used in investing activities | | | ( |
| | | |
Cash Flows from Financing Activities: | | | |
Proceeds from sale of Units, net of underwriting discounts paid | | | |
Proceeds from sale of Private Placement Warrants | | | |
Proceeds from promissory note – related party | | | |
Repayment of promissory note – related party | | | ( |
Repayment of advances from related parties | | | ( |
Payment of offering costs | | | ( |
Net cash provided by financing activities | | | |
| | | |
Net change in cash and cash equivalents | |
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Cash and cash equivalents - Beginning of period | |
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Cash and cash equivalents - End of period | | $ | |
| | | |
Supplemental disclosure of non-cash investing and financing activities: | |
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Offering costs included in accrued offering costs | | $ | |
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | | $ | |
Reclassification of prepaid expenses to deferred offering costs | | $ | |
Accretion of Class A ordinary shares subject to redemption upon initial measurement | | $ | |
Subsequent accretion of Class A ordinary shares subject to redemption to redemption amount | | $ | |
Deferred underwriting fee payable | | $ | |
Underwriting discount applied to purchase of Private Placement Warrants by the underwriter | | $ | |
The accompanying notes are an integral part of the unaudited financial statements.
4
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Meridian3 Industrials Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands on
As of September 30, 2026, the Company had not commenced any operations. All activity for the period from May 11, 2026 (inception) through September 30, 2026 relates to the Company’s formation and the Initial Public Offering (as described below) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest and/or dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on July 1, 2026. On July 6, 2026, the Company consummated the initial public offering (the “Initial Public Offering”) of
The Company’s sponsor is Meridian3 Partners Sponsor LLC (the “Sponsor”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of
Transaction costs amounted to $
The Business Combination must be with one or more target businesses that together have a fair market value equal to at least
Following the closing of the Initial Public Offering, on July 6, 2026, an amount of $
5
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (cont.)
The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest and/or dividend earned on the funds held in the Trust Account (which interest and/or dividend shall be net of taxes paid or payable, excluding any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022, or similar tax, that is imposed on us, if any), divided by the number of then outstanding Public Shares, subject to the limitations. As of July 6, 2026, the Initial Public Offering closing date, the amount in the Trust Account was $
The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The Company will have only the duration of the Completion Window to complete the initial Business Combination. If the Company anticipates that it may be unable to consummate its initial Business Combination within the 24-month period, it may seek shareholder approval to amend its amended and restated memorandum and articles of association to extend the date by which it must consummate its initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and/or dividend earned on the funds held in the Trust Account (less taxes payable and up to $
The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
On August 21, 2026, the Company announced that, commencing on August 24, 2026, the holders of the Company’s units may elect to separately trade the Class A ordinary shares and the warrants included in the units. Those units not separated continued to trade on Nasdaq under the symbol “MIACU” and the Class A ordinary shares and warrants that were separated trade under the symbols “MIAC” and “MIACW,” respectively.
6
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments of a normal recurring nature which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on July 2, 2026, the Company’s Current Report on Form 8-K, as filed with the SEC on July 10, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, as filed with the SEC on August 10, 2026. The interim results for the three months ended September 30, 2026 and for the period from May 11, 2026 (inception) through September 30, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods.
Liquidity and Capital Resources
The Company’s liquidity needs up to July 6, 2026 had been satisfied through the payment of $
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has completed its Initial Public Offering on July 6, 2026, at which time the capital in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company for general capital purposes. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Warrants, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying unaudited financial statements.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
7
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Use of Estimates
The preparation of unaudited financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of expenses during the reporting period.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2026, the Company had cash and cash equivalents of $
Cash and Investments Held in Trust Account
As of September 30, 2026, the assets held in the Trust Account amounted to $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and cash equivalents held in a securities brokerage account, which, at times, may exceed the Securities Investor Protection Corporation (“SIPC”) coverage limit of $250,000 for cash equivalents. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, result of operations, and cash flows.
Offering Costs
The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs – SEC Materials,” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Public Shares. On July 6, 2026, upon the completion of the Initial Public Offering, offering costs allocated to Public Shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation are accounted for under equity treatment.
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
8
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2026, there were
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Net Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. Weighted average Class B ordinary shares for the period prior to July 6, 2026 were reduced for the effect of an aggregate of
The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) Private Placement, since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase
The following table reflects the calculation of basic and diluted net income per ordinary share:
| | | | | | | | | | | | |
| | For the Three Months Ended | | For the Period from May 11, 2026 | ||||||||
| | September 30, 2026 | | (Inception) through September 30, 2026 | ||||||||
| | Class A | | Class B | | Class A | | Class B | ||||
Basic net income per ordinary share |
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Numerator: |
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Allocation of net income | | $ | | | $ | | | $ | | | $ | |
Denominator: | |
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| | |
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Basic weighted average ordinary shares outstanding | |
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| | |
| | |
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Basic net income per ordinary share | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Diluted net income per ordinary share | |
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| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
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Allocation of net income | | $ | | | $ | | | $ | | | $ | |
Denominator: | |
| | |
| | |
| | |
| |
Diluted weighted average ordinary shares outstanding | |
| | |
| | |
| | |
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Diluted net income per ordinary share | | $ | | | $ | | | $ | | | $ | |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the unaudited balance sheet, primarily due to their short-term nature, other than cash equivalents and the money market fund held in the Trust Account, which are presented at fair value (see Note 9).
9
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Warrants
The Company accounted for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. As of September 30, 2026, there were
Share-Based Payment Arrangements
The Company accounts for share awards in accordance with FASB ASC Topic 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share.
Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of the Public Shares results in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2026, the
| | | |
Gross proceeds | | $ | |
Less: | |
| |
Proceeds allocated to Public Warrants | |
| ( |
Public Shares issuance costs | |
| ( |
Plus: | |
| |
Remeasurement of carrying value to redemption value | |
| |
Class A ordinary shares subject to possible redemption, July 6, 2026 | |
| |
Plus: | |
| |
Remeasurement of carrying value to redemption value | |
| |
Class A ordinary shares subject to possible redemption, September 30, 2026 | | $ | |
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on July 6, 2026, the Company sold
10
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor pursuant to written agreements, purchased in a private placement an aggregate of
The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on cashless basis, (iv) are entitled to registration rights, and (v) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On May 13, 2026, the Sponsor was issued
On June 2, 2026, the Sponsor assigned and transferred an aggregate of
The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i)
Promissory Note - Related Party
On May 13, 2026, the Sponsor agreed to loan the Company an aggregate of up to $
11
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 5. RELATED PARTY TRANSACTIONS (cont.)
Advances from Related Parties
As of July 6, 2026, the Initial Public Offering closing date, the Company had a total of $
Working Capital Loans
In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but
Administrative Services and Indemnification Agreement
The Company entered into an agreement with the Sponsor, commencing on July 1, 2026, the date that the Company’s securities are first listed with Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a monthly fee of $
| (a) | Immediately Payable Portion – the portion of the monthly Services Fee equal to the Sponsor’s actual, documented out-of-pocket expenses incurred in providing the services for the relevant calendar month (the “Expense Portion”) shall be due and payable monthly in arrears within |
| (b) | Deferred Portion – to the extent that the Services Fee for any calendar month exceeds the Expense Portion for that month (such excess, the “Unspent Portion”), the Unspent Portion shall be deferred and shall not become due and payable until the consummation of a Business Combination. Upon consummation of a Business Combination on or prior to the termination date, the aggregate cumulative Unspent Portion accrued during the services period shall become immediately due and payable to the Sponsor. |
| (c) | Forfeiture – if a Business Combination is not consummated on or prior to the termination date, the aggregate cumulative Unspent Portion accrued during the services period shall be automatically and irrevocably forfeited, and the Company shall have no obligation to pay any such amount to the Sponsor. |
The Company agrees to indemnify and hold harmless the Sponsor and its directors, officers, employees, principals, managers, partners, members, shareholders, equity holders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”) from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the Initial Public Offering of the Company’s securities or the Company’s operations or conduct of its business (including, for the avoidance of doubt, a Business Combination), (ii) in respect of any investment opportunities sourced by the Sponsor and its affiliates, and/or (iii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any activities of the Company or any express or implied association between the Sponsor, on the one hand, and the Company or any of its affiliates, on the other hand. The Indemnitee will promptly notify the Company in writing of any indemnified claim provided that failure or delay to give such notice shall not relieve the Company of its indemnification obligations hereunder to the extent such failure has not materially prejudiced the indemnifying party. The Company will, at its expense, undertake the defense of such claim with attorneys of its own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense.
For the three months ended September 30, 2026 and for the period from May 11, 2026 (inception) through September 30, 2026, the Company incurred $
12
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 5. RELATED PARTY TRANSACTIONS (cont.)
Deferred Compensation Agreement
On June 2, 2026, the Sponsor entered into an agreement with the Chairman of the Company and the Company’s Chief Investment Officer (collectively, the “Recipients”) for the services provided by them until Business Combination. The Sponsor agreed to pay a cash compensation of $
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in the Middle East and Ukraine. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on July 1, 2026. The holders of these securities are entitled to make up to
Underwriting Agreement
The underwriter had a
The underwriter is entitled to a cash underwriting discount of $
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference shares - The Company is authorized to issue
Class A ordinary shares - The Company is authorized to issue
Class B ordinary shares - The Company is authorized to issue
13
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 7. SHAREHOLDERS’ DEFICIT (cont.)
The Founder Shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holders thereof, on a
Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to
Warrants - Each whole warrant entitles the holder to purchase
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrants will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit.
14
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 7. SHAREHOLDERS’ DEFICIT (cont.)
Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than
If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (
The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until
15
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 8. SEGMENT INFORMATION
FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report, in their unaudited financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited statement of operations as net income or loss. The measure of segment assets is reported on the unaudited balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:
| | | |
| | September 30, | |
| | 2026 | |
Cash and cash equivalents | | $ | |
Cash and investments held in Trust Account | | $ | |
| | | | | | |
| | | | | For the Period from | |
| | For the Three | | May 11, 2026 | ||
| | Months Ended | | (Inception) through | ||
| | September 30, 2026 | | September 30, 2026 | ||
Formation, general, and administrative costs | | $ | | | $ | |
Interest and dividends earned on cash and investments held in Trust Account | | $ | | | $ | |
Interest earned on operating account | | $ | | | $ | |
Net income | | $ | | | $ | |
The CODM reviews formation, general, and administrative costs to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general, and administrative costs, as reported on the unaudited statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
The CODM reviews the position of total assets as reported in the Company’s unaudited balance sheet to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available to the Company. The CODM reviews the interest and/or dividends earned on cash and investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. Interest earned on the operating account represents other segment items which, together with the significant segment expenses and interest and dividends earned on cash and investments held in the Trust Account presented above, reconcile to net income, the reported measure of segment profit or loss.
NOTE 9. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
16
MERIDIAN3 INDUSTRIALS ACQUISITION CORP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
NOTE 9. FAIR VALUE MEASUREMENTS (cont.)
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | | | | |
| | | | September 30, | |
| | Level | | 2026 | |
Money market fund held in Trust Account |
| 1 | | $ | |
Cash equivalents – U.S. Treasury money market fund held in securities brokerage account |
| 1 | | $ | |
As of September 30, 2026, cash and investments held in the Trust Account of $
The fair value of the Public Warrants issued in the Initial Public Offering was $
| | | | |
| | July 6, |
| |
| | 2026 |
| |
Implied Class A ordinary share price | | $ | | |
Exercise price | | $ | | |
Expected term to De-SPAC | |
| | |
Warrant term | |
| | |
Selected volatility | |
| | % |
Implied market adjustment | |
| | % |
Risk-free rate | |
| | % |
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements.
17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Meridian3 Industrials Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Meridian3 Partners Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on May 11, 2026. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). We are not limited to a particular industry or geographic region for purposes of consummating a Business Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We may pursue an initial Business Combination in any business or industry but expect to target opportunities and companies operating within the broader industrial technology sector, specifically focusing on Industry 4.0, smart manufacturing, next-generation mobility, or related sectors.
We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 11, 2026 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest and/or dividend income on cash and investments held in our trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses related to potential business combinations.
For the three months ended September 30, 2026, we had net income of $1,500,310, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $1,738,936 and interest earned on our operating account of $8,030, offset by formation, general, and administrative costs of $246,656.
For the period from May 11, 2026 (inception) through September 30, 2026, we had net income of $1,446,983, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $1,738,936 and interest earned on our operating account of $8,030, offset by formation, general, and administrative costs of $299,983.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of September 30, 2026, we had cash and cash equivalents of $1,051,153 and working capital of $1,072,277.
On July 6, 2026, we consummated the Initial Public Offering of 20,125,000 Units including 2,625,000 Units issued as a result of the full exercise by the underwriter of its over-allotment option, at $10.00 per Unit, generating gross proceeds of $201,250,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 5,500,000 Private Placement Warrants to the Sponsor and Cantor Fitzgerald & Co., the sole underwriter of the Initial Public Offering (“Cantor”), at a price of $1.00 per Private Placement Warrant, or $5,500,000 in the aggregate, in a private placement.
18
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $201,250,000 was placed in the Trust Account. We incurred total transaction costs of $12,627,020, consisting of $3,500,000 of cash underwriting fees, $8,575,000 of deferred underwriting fees, and $552,020 of other offering costs.
For the period from May 11, 2026 (inception) through September 30, 2026, net cash used in operating activities was $464,975. Net income of $1,446,983 was affected by interest and dividends earned on cash and investments held in the Trust Account of $1,738,936 and payment of formation, general, and administrative costs through promissory note – related party of $37,421. Changes in operating assets and liabilities used $210,443 of cash for operating activities.
For the period from May 11, 2026 (inception) through September 30, 2026, net cash used in investing activities was $201,250,000, which consisted of the investment of cash into the Trust Account.
For the period from May 11, 2026 (inception) through September 30, 2026, net cash provided by financing activities was $202,766,128, which consisted of proceeds from the sale of Units, net of underwriting discounts paid, of $199,500,000, proceeds from the sale of Private Placement Warrants of $3,750,000 and proceeds from promissory note – related party of $97,579, offset by the repayment of promissory note – related party of $135,000, payment of offering costs of $445,084 and repayment of advances from related parties of $1,367.
As of September 30, 2026, we had cash and investments held in the Trust Account of $202,988,936, consisting of $202,372,567 held in a money market fund which invests primarily in U.S. Treasury securities and $616,369 of dividends earned in September 2026, which were accrued as of September 30, 2026 and received in the Trust Account in October 2026. Through September 30, 2026, we had not withdrawn any interest and dividends earned on the Trust Account.
At the time of a business combination, Class A shareholders will have the right to redeem their shares for their pro rata portion of the Trust. We intend to use substantially all of the funds remaining in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete a business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. We cannot provide assurance that we will complete a business combination.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per Private Placement Warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. The terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such working capital loans. As of September 30, 2026, no such working capital loans were outstanding.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Services and Indemnification Agreement
The Company entered into an agreement with the Sponsor, commencing on July 1, 2026, the date that the Company’s securities are first listed with Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a monthly fee of $20,000 (“Services Fee”) for office space, administrative and personnel support services, subject to the following:
| (a) | Immediately Payable Portion – the portion of the monthly Services Fee equal to the Sponsor’s actual, documented out-of-pocket expenses incurred in providing the services for the relevant calendar month (the “Expense Portion”) shall be due and payable monthly in arrears within 5 business days following the end of each calendar month. |
19
| (b) | Deferred Portion – to the extent that the Services Fee for any calendar month exceeds the Expense Portion for that month (such excess, the “Unspent Portion”), the Unspent Portion shall be deferred and shall not become due and payable until the consummation of a Business Combination. Upon consummation of a Business Combination on or prior to the termination date, the aggregate cumulative Unspent Portion accrued during the services period shall become immediately due and payable to the Sponsor. |
The Company agrees to indemnify and hold harmless the Sponsor and its directors, officers, employees, principals, managers, partners, members, shareholders, equity holders, control persons, affiliates, agents, advisors, consultants and representatives (the “Indemnitees”) from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened), investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the Initial Public Offering of the Company’s securities or the Company’s operations or conduct of its business (including, for the avoidance of doubt, a Business Combination), (ii) in respect of any investment opportunities sourced by the Sponsor and its affiliates, and/or (iii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any activities of the Company or any express or implied association between the Sponsor, on the one hand, and the Company or any of its affiliates, on the other hand. The Indemnitee will promptly notify the Company in writing of any indemnified claim provided that failure or delay to give such notice shall not relieve the Company of its indemnification obligations hereunder to the extent such failure has not materially prejudiced the indemnifying party. The Company will, at its expense, undertake the defense of such claim with attorneys of its own choosing reasonably satisfactory in all respects to such Indemnitee, subject to the right of such Indemnitee to undertake such defense.
Deferred Compensation Agreement
On June 2, 2026, the Sponsor entered into an agreement with the Chairman of the Company and the Company’s Chief Investment Officer (collectively, the “Recipients”) for the services provided by them until Business Combination. The Sponsor agreed to pay a cash compensation of $250,000 each for their services (“Deferred Cash Compensation”) only following upon the end of the Lock-up period, or in lieu of Deferred Cash Compensation, the Sponsor may, in its sole discretion, assign and transfer 25,000 Founder Shares each, subject to terms and conditions as set forth in the agreement. As of September 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no share-based compensation expense has been recognized in the Company’s unaudited financial statements.
Underwriting Agreement
The underwriter had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. On July 6, 2026, simultaneously with the closing of the Initial Public Offering, the underwriter elected to fully exercise its over-allotment option to purchase an additional 2,625,000 Units at a price of $10.00 per Unit.
The underwriter is entitled to a cash underwriting discount of $3,500,000 (2.0% of the gross proceeds of the Units sold in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriter’s over-allotment option), of which (i) $0.10 per Unit, or $1,750,000 in the aggregate has been paid to the underwriter in cash, and (ii) $0.10 per Unit, or $1,750,000 in the aggregate has been used by the underwriter to purchase 1,750,000 Private Placement Warrants. Additionally, the underwriter is entitled to a deferred underwriting discount of 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriter’s over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriter’s over-allotment option, or $8,575,000 in the aggregate upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement executed on July 1, 2026.
Critical Accounting Estimates
The preparation of unaudited 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 unaudited financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2026, we did not have any critical accounting estimates to be disclosed.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited financial statements.
20
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of September 30, 2026 due to the material weaknesses of inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, information technology, financial reporting and record keeping. However, the Certifying Officers completed a review of the accounting for material transactions covering this interim period and determined that the financial statements presented were in conformity with U.S. generally accepted accounting principles. The Certifying Officers intend to add or adjust procedures going forward in order to meet requirements for adequate internal controls over financial reporting.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the risk factors described in our final prospectus under the heading “Risk Factors” for our Initial Public Offering filed with the SEC, which risk factors are incorporated herein by reference. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus for our Initial Public Offering filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On July 6, 2026, we consummated the Initial Public Offering of 20,125,000 Units including 2,625,000 Units issued as a result of the full exercise by the underwriter of its over-allotment option, at $10.00 per Unit, generating gross proceeds of $201,250,000. Cantor acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-296506). The Securities and Exchange Commission declared the registration statement effective on July 1, 2026.
Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 5,500,000 Private Placement Warrants to the Sponsor and Cantor, at a price of $1.00 per Private Placement Warrant, or $5,500,000 in the aggregate, in a private placement.
The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on cashless basis, (iv) are entitled to registration rights, and (v) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).
Of the gross proceeds received from the Initial Public Offering and the portion of the proceeds from the sale of the Private Placement Warrants, an aggregate of $201,250,000 was placed in the Trust Account.
We incurred total transaction costs of $12,627,020, consisting of $3,500,000 of cash underwriting fees, $8,575,000 of deferred underwriting fees, and $552,020 of other offering costs.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
22
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No. | | Description of Exhibits |
31.1* | | |
31.2* | | |
32.1* | | |
32.2* | | |
101.INS* | | XBRL Instance Document |
101.SCH* | | XBRL Taxonomy Extension Schema Document |
101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | | XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Filed herewith. |
23
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| MERIDIAN3 INDUSTRIALS ACQUISITION CORP | |
| | |
Date: November 4, 2026 | By: | /s/ F. Jeremey Mistry |
| Name: | F. Jeremey Mistry |
| Title: | Chief Executive Officer and Director |
| | (Principal Executive Officer) |
| | |
Date: November 4, 2026 | By: | /s/ Jeffrey H. Foster |
| Name: | Jeffrey H. Foster |
| Title: | Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |
24
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, F. Jeremey Mistry, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Meridian3 Industrials Acquisition Corp; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | [omitted]; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 4, 2026 | |
| |
| /s/ F. Jeremey Mistry |
| F. Jeremey Mistry |
| Chief Executive Officer and Director |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey H. Foster, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Meridian3 Industrials Acquisition Corp; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | [omitted]; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 4, 2026 | |
| |
| /s/ Jeffrey H. Foster |
| Jeffrey H. Foster |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Meridian3 Industrials Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, F. Jeremey Mistry, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 4, 2026 | |
| |
| /s/ F. Jeremey Mistry |
| F. Jeremey Mistry |
| Chief Executive Officer and Director |
| (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Meridian3 Industrials Acquisition Corp (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Jeffrey H. Foster, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: November 4, 2026 | |
| |
| /s/ Jeffrey H. Foster |
| Jeffrey H. Foster |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |