FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
Collective Acquisition Corp. (the “Company”) filed its Form 10-Q for the quarter ended March 31, 2026. The Company reported a net loss of $1.4 million for the quarter, compared to a net loss of $1.1 million for the same period in 2025. As of March 31, 2026, the Company had cash and cash equivalents of $14.4 million, compared to $15.5 million as of December 31, 2025. The Company’s condensed balance sheet as of March 31, 2026, showed total assets of $15.4 million and total liabilities of $1.4 million. The Company’s management’s discussion and analysis of financial condition and results of operations highlights the Company’s focus on identifying and acquiring a target business, and notes that the Company has not yet identified a target business to acquire.
Overview
Dune Acquisition Corp. is a blank check company incorporated in the Cayman Islands on September 13, 2024. The company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or other similar business combination with one or more businesses. Dune Acquisition Corp. intends to use cash derived from the proceeds of its initial public offering (IPO) and the sale of private placement warrants, as well as debt and equity financing, to complete its business combination.
The company expects to continue to incur significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a business combination will be successful. In 2024, the SEC adopted additional rules and regulations relating to SPACs, known as the “2024 SPAC Rules,” which may materially affect Dune Acquisition Corp.’s ability to negotiate and complete its initial business combination and may increase the costs and time related thereto.
Results of Operations
Dune Acquisition Corp. has not engaged in any operations or generated any revenues to date. The company’s only activities from September 13, 2024 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the IPO, and identifying a target company for a business combination. The company does not expect to generate any operating revenues until after the completion of its business combination.
For the three months ended March 31, 2026, the company had net income of $714,594, which consists of interest income on marketable securities held in the trust account of $1,300,569 offset by general and administrative costs of $585,975. For the three months ended March 31, 2025, the company had a net loss of $48,094, which consists of formation and general and administrative costs.
Liquidity, Capital Resources and Going Concern
On May 8, 2025, Dune Acquisition Corp. consummated its IPO of 14,375,000 units at $10.00 per unit, generating gross proceeds of $143,750,000. Simultaneously, the company completed the sale of 2,000,000 private placement warrants at $1.00 per warrant to the Sponsor, generating gross proceeds of $2,000,000. Following the IPO and the sale of the private placement warrants, a total of $144,109,375 ($10.025 per unit) was placed in the trust account.
On January 30, 2026, the company entered into an agreement with the New Sponsor to purchase the Transferred Interest, which includes 4,475,000 Class B ordinary shares and 1,000,000 private placement warrants, for an aggregate purchase price of $2,000,000.
As of March 31, 2026, the company had $84,207 in cash and a working capital surplus of $114,632. The company intends to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform due diligence, and structure, negotiate, and complete a business combination.
The company’s liquidity condition raises substantial doubt about its ability to continue as a going concern for a period of time within one year after the date the financial statements are issued. Management plans to address this uncertainty through a business combination.
Off-Balance Sheet Arrangements and Contractual Obligations
Dune Acquisition Corp. has no off-balance sheet arrangements as of March 31, 2026. The company’s only significant contractual obligation is an agreement with the Original Sponsor and subsequently the New Sponsor for $15,000 per month for utilities and administrative support, which will continue until the earlier of the completion of the business combination and the company’s liquidation.
The underwriters are also entitled to a deferred underwriting discount of $0.40 per unit, or up to $5,750,000 in the aggregate, which will become payable from the amounts held in the trust account upon the consummation of the initial business combination.
Critical Accounting Policies and Estimates
The company has identified the following critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption: The public shares contain a redemption feature that allows for the redemption of such shares in connection with the company’s liquidation or a shareholder vote or tender offer in connection with the initial business combination. The company classifies these public shares as outside of permanent equity and recognizes changes in redemption value immediately.
Net Income (Loss) per Ordinary Share: The company has two classes of shares, Class A and Class B, and income and losses are shared pro rata between the two classes. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.
The company’s management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the company’s financial statements.