FutureCrest Acquisition (FCRS) risk factors, FY2025 10-K

Other

1. 01We 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
2. 02Factors That May Adversely Affect our Results of Operations
3. 03Until 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
4. 04Off-Balance Sheet Financing Arrangements
5. 05Critical Accounting Estimates
6. 06Evaluation of Disclosure Controls and Procedures
7. 07Management’s Report on Internal Controls Over Financial Reporting
8. 08Changes in Internal Control over Financial Reporting
9. 09Directors and Executive Officers
10. 10David E. Sharbutt 76 Director
11. 11Number and Terms of Office of Officers and Directors
12. 12Committees of the Board of Directors
13. 13The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms
14. 14Compensation Committee Interlocks and Insider Participation
15. 15(4) Such person may also be an officer or a director of portfolio companies and entities of CoinFund and its affiliates, and may be obligated to show acquisitions to such companies before we may pursue such acquisitions
16. 16We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor
17. 17Limitation on Liability and Indemnification of Officers and Directors
18. 18Compensation Discussion and Analysis
19. 19of Certain Beneficial Owners and Management and Related Stockholder Matters
20. 20Anson Funds Management LP (4) 2,450,000 - 6.8 %
21. 21(1) Unless otherwise noted, the business address of each of our shareholders is 150 East 52nd Street, 3rd Floor, New York, NY 10022
22. 22On June 9, 2025, our Sponsor paid $25,000, or approximately $0.0045 per share, to cover certain of our IPO costs and expenses in exchange for 6,325,000 founder shares
23. 23Policy for Approval of Related Party Transactions
24. 24The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered
25. 25Tax Fees. During the period from June 9, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning
26. 26Item 15. Exhibit and Financial Statement Schedules
27. 27Notes to Financial Statements F-7
28. 28Report of Independent Registered Public Accounting Firm F-2
29. 29Opinion on the Financial Statements
30. 30Loss from operations (400,904 )
31. 31FOR THE PERIOD FROM JUNE 9, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
32. 32Interest earned on marketable securities held in Trust Account (2,805,113 )
33. 33Net cash used in operating activities (608,179 )
34. 34Net cash used in investing activities (287,500,000 )
35. 35Cash – End of period $ 869,527
36. 36NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
37. 37Emerging Growth Company Status
38. 38Marketable Securities Held in Trust Account
39. 39Concentration of Credit Risk
40. 40Fair Value of Financial Instruments
41. 41The 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 period presented
42. 42Derivative Financial Instruments
43. 43Net Income per Ordinary Share
44. 44Allocation of net income, basic $ 1,590,291 $ 813,918
45. 45Allocation of net income, diluted $ 1,557,774 $ 846,435
46. 46Class A Ordinary Shares Subject to Possible Redemption
47. 47Public Shares issuance costs (17,662,164 )
48. 48Recent Accounting Pronouncements
49. 49NOTE 3. INITIAL PUBLIC OFFERING
50. 50NOTE 4. PRIVATE PLACEMENT
51. 51Promissory Note – Related Party
52. 52Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. At December 31, 2025, there were no shares of Class A ordinary shares issued or outstanding, excluding the 28,750,000 Class A ordinary shares subject to possible redemption
53. 53NOTE 8. FAIR VALUE MEASUREMENTS
54. 54Level 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
55. 55Marketable securities held in Trust Account 1 $ 290,305,113
56. 56NOTE 9. SEGMENT INFORMATION
57. 57The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources. Accordingly, management has determined that the Company only has one reportable segment
58. 58NOTE 10. SUBSEQUENT EVENTS
59. 594.3* Specimen Warrant Certificate (appended as exhibit to Exhibit 4.4) (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (File No. 333-290088), filed with the Securities and Exchange Commission on September 17,2025)
60. 604.5** Description of Securities
61. 6110.3* Sponsor Private Placement Warrants Purchase Agreement, dated September 25, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42867), filed with the Securities and Exchange Commission on September 29, 2025)
62. 6210.7* Promissory Note issued to FutureCrest Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-290088), filed with the SEC on September 17, 2025)
63. 63104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)