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ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2026
ORGANIZATION AND DESCRIPTION OF BUSINESS  
ORGANIZATION AND DESCRIPTION OF BUSINESSS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Maywood Acquisition Corp. 2 (the "Company") is a blank check company incorporated as a Cayman Islands exempted company on June 3, 2025. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a "Business Combination").

 

The Company has not selected any target business and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding an initial Business Combination with the Company. The Company may pursue an initial Business Combination in any industry or geographic location that it determines is attractive and in the best interests of its shareholders.

 

Stone Bay, LLC and West Pike, LLC are the Company’s co-sponsors (together, the "Sponsors").

 

As of June 30, 2026, the Company had not commenced any operations. All activity through June 30, 2026 relates to the Company’s formation and its initial public offering (the "Initial Public Offering"), which is described in Note 3. 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 dividend income earned on the proceeds of the Initial Public Offering held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.

 

The registration statement for the Initial Public Offering was declared effective on April 13, 2026, and the Company consummated its Initial Public Offering on April 15, 2026.

 

The underwriter’s 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments expired unexercised on May 28, 2026, and no additional Units were issued (see Notes 2, 5, 6 and 7).

 

Transaction costs related to the Initial Public Offering amounted to approximately $4,468,991, consisting of $500,000 of cash underwriting fees, $3,348,381 representing the fair value of representative shares issued to the underwriter, and $620,610 of other offering costs, including legal, audit and filing fees.

 

Business Combination

 

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the trust account (the "Trust Account") established in connection with the Initial Public Offering (excluding taxes payable on the interest earned on the Trust Account) at the time of the execution of a definitive agreement for such Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended. There is no assurance that the Company will be able to successfully effect a Business Combination.

 

Trust Account

 

Following the closing of the Initial Public Offering on April 15, 2026, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement was placed in the Trust Account, which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. To mitigate the risk of being deemed an unregistered investment company, the Company may instruct the trustee to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account.

 

As of June 30, 2026, investments held in the Trust Account amounted to $100,738,435, held in a government money market fund with Continental Stock Transfer & Trust Company ("Continental") acting as trustee. Cash of $307,155 was held outside of the Trust Account on June 30, 2026, and available for working capital purposes.

 

Redemption Rights

 

The Company will provide the holders of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either in connection with a shareholder meeting called to approve the Business Combination or by means of a tender offer. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned thereon, net of taxes payable). There are no redemption rights with respect to the Company’s warrants or rights.

 

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, a Business Combination, or certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480, "Distinguishing Liabilities from Equity," redemption provisions not solely within the control of the Company require such shares to be classified outside of permanent equity. As the Public Shares were issued with other freestanding instruments (i.e., warrants and rights), the initial carrying value of the Public Shares classified as temporary equity is determined in accordance with ASC 470-20.

 

The Company has elected to recognize changes in redemption value immediately as they occur and to adjust the carrying amount of the Public Shares to equal the redemption value at the end of each reporting period. Accordingly, the Public Shares are presented at redemption value and are classified as temporary equity until such time as a redemption event occurs. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from the initial carrying value to the redemption value. Changes in the carrying value of redeemable Public Shares are recorded as adjustments to additional paid-in capital (to the extent available) and accumulated deficit.

 

Liquidation

 

The Company will have until 12 months from the closing of the Initial Public Offering (or 15 months in the event that a definitive Business Combination agreement has been publicly announced) to consummate a Business Combination. If the Company is unable to complete a Business Combination within such period, the Company will (i) cease all operations except for the purpose of winding up, (ii) redeem 100% of the Public Shares at a per-share price equal to the amount then held in the Trust Account (including interest earned thereon, net of taxes payable and up to $100,000 of dissolution expenses), and (iii) liquidate, subject to applicable law.

 

The Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete a Business Combination within the required time period. However, if the Sponsors acquire Public Shares, they will be entitled to liquidating distributions with respect to such Public Shares.

 

To protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by vendors or prospective target businesses reduce the amount of funds in the Trust Account, subject to certain exceptions, including claims by third parties who have executed waivers and claims under the Company’s indemnification of the underwriters.