Form 8-K
8-K — FutureCorp Space Acquisition 1
Accession: 0001213900-26-068397
Filed: 2026-06-12
Period: 2026-06-09
CIK: 0002131853
SIC: 6770 (BLANK CHECKS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0294611-8k_futurecorp1.htm (Primary)
EX-99.1 — AUDITED BALANCE SHEET AS OF JUNE 8, 2026 (ea029461101ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0294611-8k_futurecorp1.htm · Sequence: 1
false
0002131853
0002131853
2026-06-09
2026-06-09
0002131853
FTRAUN:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2026-06-09
2026-06-09
0002131853
FTRAUN:ClassOrdinarySharesParValue0.0001PerShareMember
2026-06-09
2026-06-09
0002131853
FTRAUN:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-06-09
2026-06-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 9, 2026
FutureCorp
Space Acquisition 1
(Exact name of registrant as specified in its charter)
Cayman
Islands
001-43330
98-1935958
(State
or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS
Employer
Identification No.)
8605
Santa Monica Blvd.
#54207
Los
Angeles, California 90069
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (213) 524-9594
Not
Applicable
(Former name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Units, each consisting of
one Class A ordinary share and one-half of one redeemable warrant
FTRAU
The New York Stock Exchange
LLC
Class A ordinary shares,
par value $0.0001 per share
FTRA
The New York Stock Exchange
LLC
Redeemable warrants, each
whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
FTRAUW
The New York Stock Exchange
LLC
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01.
Other Events.
As
previously reported, on June 9, 2026, FutureCorp Space Acquisition 1 (the “Company”) consummated its initial public
offering (“IPO”) of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to
the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company,
par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company
(each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for
$11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
Simultaneously
with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 6,000,000
warrants (the “Private Placement Warrants”), with each Private Placement Warrant exercisable to purchase one Class
A ordinary share at $11.50 per share. Of the 6,000,000 Private Placement Warrants, 4,000,000 Private Placement Warrants were sold to
FutureCorp Space Acquisition 1 LLC, the Company’s sponsor, and 2,000,000 Private Placement Warrants were sold to Cantor Fitzgerald
& Co., the representative of the underwriters in the IPO, in each case at a purchase price of $1.00 per Private Placement Warrant,
generating gross proceeds to the Company of $6,000,000.
A
total of $230,000,000, or $10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes the underwriter’s
deferred discount of $9,800,000) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee.
An
audited balance sheet as of June 8, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the sale of the Private
Placement Warrants has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are being filed herewith:
Exhibit
No.
Description
99.1
Audited Balance Sheet as of June 8, 2026.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
1
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FUTURECORP SPACE ACQUISITION 1
By:
/s/ Joshua
Marks
Name:
Joshua
Marks
Title:
Chief Executive Officer
and Chief Financial Officer
Dated: June 12, 2026
2
EX-99.1 — AUDITED BALANCE SHEET AS OF JUNE 8, 2026
EX-99.1
Filename: ea029461101ex99-1.htm · Sequence: 2
Exhibit 99.1
FutureCorp Space Acquisition 1
INDEX TO FINANCIAL STATEMENT
Financial Statement of FutureCorp Space Acquisition
1:
Page
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheet as of June 8, 2026
F-3
Notes to Financial Statement
F-4
F-1
Report
of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
of
FutureCorp Space Acquisition I:
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of FutureCorp Space Acquisition I (the “Company”) as of June 8, 2026, and the related notes (collectively referred to as the
“financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position
of the Company as of June 8, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statement is the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since
2026.
New York, New York
June 12, 2026
F-2
FutureCorp Space Acquisition
1
BALANCE SHEET
June 8,
2026
Assets:
Current assets
Due from Sponsor
$ 1,925,000
Prepaid expenses
18,000
Total Current Assets
1,943,000
Cash held in Trust Account
230,000,000
Total Assets
$ 231,943,000
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Accrued expenses
$ 77,955
Accrued offering expenses
372,199
Due to related parties
291,251
Total Current Liabilities
741,405
Deferred legal fees
18,360
Deferred underwriting fee payable
9,800,000
Total Liabilities
10,559,765
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 shares at a redemption value of $10.00 per share
230,000,000
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding, excluding 23,000,000 shares subject to possible redemption
—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding
575
Additional paid-in capital
—
Accumulated deficit
(8,617,340 )
Total Shareholders’ Deficit
(8,616,765 )
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
$ 231,943,000
The accompanying notes are an integral part of
the financial statement.
F-3
FutureCorp Space Acquisition
1
NOTES TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 1 — Organization and
Business Operations
FutureCorp Space Acquisition 1 (the
“Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2026. The Company was
incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific
Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or
indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
As of June 8, 2026, the Company has
not commenced any operations. All activity for the period from March 12, 2026 (inception) through June 8, 2026 relates to the Company’s
formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion
of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on
the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is FutureCorp Space Acquisition 1 LLC (the
“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 4, 2026.
On June 8, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per unit (the “Units”),
which is discussed in Note 3 (the “Initial Public Offering”), which includes the full exercise of the underwriters’
over-allotment option of 3,000,000 Units, generating gross proceeds of $230,000,000.
Simultaneously with the closing of
the Initial Public Offering, the Company consummated the sale of an aggregate of 6,000,000 Private Placement Warrants (the “Private
Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and Cantor Fitzgerald
& Co., the representative of the underwriters of the Initial Public Offering. Of those 6,000,000 Private Placement Warrants, the Sponsor
purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. Each whole
warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.
Transaction costs amounted to $14,498,434,
consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee, and $698,434 of other offering costs.
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 net balance in the Trust
Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the
Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a
Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the
target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company
will be able to successfully effect a Business Combination.
Upon the closing of the Initial Public Offering on June 8, 2026, an
amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of
the Private Placement Warrants, are held in a trust account (the “Trust Account”) and will initially be invested only in U.S. government
treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under
the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this
form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that
the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that
the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment
of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the
investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit
account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay
its taxes, if any (other than excise or similar taxes), and up to $100,000 of interest income to pay dissolution expenses, the proceeds
from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the
earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s
public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial
Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”),
subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing
of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s
public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect
to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial Business Combination
activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which
could have priority over the claims of the Company’s public shareholders.
F-4
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 1 — 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 earned on the funds held in
the Trust Account (less taxes payable (other than excise or similar taxes)), divided by the number of then outstanding public shares,
subject to the limitations. The Company will not use the proceeds placed in the Trust Account, or the interest earned on the proceeds
placed in the Trust Account, to pay for possible excise or similar taxes that may be levied on the Company pursuant to any current, pending
or future rules or laws, including any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by
the Company, prior to the release of such funds from the Trust Account upon the initial Business Combination. The amount in the Trust
Account is initially anticipated to be $10.00 per public share.
The 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. 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 earned on the funds held in the Trust Account (which interest shall be net of taxes payable (other than excise or similar taxes)
and up to $100,000 to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption
will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.
The
Sponsor, 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 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; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if
the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to
liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the
initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;
and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including
in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of
Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial
Business Combination.
F-5
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 1 — Organization and Business Operations
(cont.)
The Company’s 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) $10.00 per public
share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if
less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (other than excise or similar taxes),
provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any
and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under
the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for
such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity
obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot
assure that the Sponsor would be able to satisfy those obligations.
Liquidity and Capital Resources
The Company’s
liquidity needs up to June 8, 2026 had been satisfied through advances from related parties and the loan under an unsecured promissory
note from the Sponsor of up to $400,000. As of June 8, 2026, the Company had no cash, due from Sponsor of $1,925,000 and working capital
of $1,201,595. Subsequently, on June 9, 2026, the Sponsor deposited the amount due into the Company’s account.
In order to finance transaction costs
in connection with a 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
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible
into private placement warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The
warrants would be identical to the Private Placement Warrants. As of June 8, 2026, no such Working Capital Loans were outstanding.
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 does not believe it will need to raise additional funds in order to meet the expenditures required for operating
its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating
a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate
its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination.
Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from
the date of issuance of the financial statement.
F-6
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 2 — Significant Accounting Policies
Basis
of Presentation
The accompanying financial statement
is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant
to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status
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”), and it may 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 auditor 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 financial statement 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.
Use of Estimates
The
preparation of the financial statement in conformity with GAAP requires 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 financial
statement. Actual results could differ 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. The Company did not have any cash
and cash equivalents as of June 8, 2026.
Cash Held in Trust Account
As of June 8, 2026, the assets held
in the Trust Account, amounting to $230,000,000, were held in cash.
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. Any loss incurred or a lack of access to such funds could have a
significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
F-7
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note
2 — Significant Accounting Policies (cont.)
Offering Costs Associated with
the Initial Public Offering
The Company complies with the requirements
of the FASB ASC Topic 340-10-S99 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 Class A ordinary
shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants
and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares subject to possible redemption were charged
to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit
as Public Warrants (as defined in Note 3) and Private Placement Warrants after management’s evaluation are accounted for under equity
treatment.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which
qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates
the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
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 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.
FASB ASC Topic 740 prescribes a recognition
threshold and a measurement attribute for the 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 June 8, 2026,
there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position.
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 period
presented.
Warrant Instruments
The Company accounts for the Public
Warrants (as defined in Note 3) and Private Placement 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.
F-8
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note
2 — Significant Accounting Policies (cont.)
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 will adjust 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
redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly,
as of June 8, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside
of the shareholders’ deficit section of the Company’s balance sheet. As of June 8, 2026, the Class A ordinary shares subject
to possible redemption reflected in the balance sheet are reconciled in the following table:
Gross proceeds
$ 230,000,000
Less:
Proceeds allocated to Public Warrants
(3,450,000 )
Class A ordinary shares issuance costs
(14,263,467 )
Plus:
Remeasurement of carrying value to redemption value
17,713,467
Class A ordinary shares subject to possible redemption, June 8, 2026
$ 230,000,000
Share-Based Compensation
The Company records share-based compensation
in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for
its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument.
The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number
of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per founder share
by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees
for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The
grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is
granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination
of service.
Recent Accounting Pronouncements
Management does
not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the
Company’s financial statement.
Note 3 — Initial Public
Offering
Pursuant to the Initial Public Offering
on June 8, 2026, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit, which includes the full exercise of the underwriters’
overallotment option in the amount of 3,000,000 Units, generating gross proceeds of $230,000,000. Each Unit has a price of $10.00 and
consists of one Class A ordinary share, and one-half of one redeemable warrant (“Public Warrants”). Each whole warrant entitles
the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable
30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business
Combination, or earlier upon redemption or liquidation.
F-9
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 3 — Initial Public
Offering (cont.)
Public Warrants — As of
June 8, 2026, there were 11,500,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding. Each whole warrant entitles
the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants
cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City
time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
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 on a registration statement on Form S-1, Form S-3, Form F-1, or Form F-3, as applicable, 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 warrant will
have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
Under the terms of the warrant agreement, the Company has agreed that,
as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use
commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering
or a new registration statement on a registration statement on Form S-1, Form S-3, Form F-1, or Form F-3, as applicable,
covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants
and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following
the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable
upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration
statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th)
business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective
registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise
warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding
the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required
to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
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 10
trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on
which the notice of redemption is sent to the holders of warrants, as applicable.
F-10
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 3 — Initial Public
Offering (cont.)
Redemption of Warrants When the
Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:
● in
whole and not in part;
● at a price of $0.01 per warrant;
● upon a minimum of 30 days’ prior written notice of
redemption (the “30-day redemption period”); and
● if, and only if, the closing price of the Class A ordinary
shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s
initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.
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 (10)
trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange
or in the applicable market, regular way, without the right to receive such rights.
Note 4 — Private Placement
Simultaneously
with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of 6,000,000
Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per
warrant, generating gross proceeds of $6,000,000, in a private placement. Of those 6,000,000 Private Placement Warrants, the Sponsor
purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment.
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 Fitzgerald & Co., or their permitted
transferees, the Private Placement Warrants (i) 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, (ii) will be entitled to registration rights and (iii) with respect
to private placement warrants held by Cantor Fitzgerald & Co., 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 Rule 5110(g)(8).
F-11
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 4 — Private Placement (cont.)
The Sponsor and the officers and directors
of the Company 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 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 100% of the public
shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other
material provisions relating to the rights of holders of Class A ordinary shares or pre-initial Business Combination activity; (iii) waive
their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete
the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust
Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion
Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public
shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from
shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of
approving the Business Combination) in favor of the initial Business Combination.
Note 5 — Related Party Transactions
Founder Shares
On March 31, 2026, the Sponsor made
a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the
Company issued 5,750,000 founders shares to the Sponsor. Up to 750,000 of the founder shares may be surrendered by the Sponsor for no
consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On June 8, 2026, the underwriters
exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 founder shares
are no longer subject to forfeiture.
On May 31, 2026, the Sponsor granted membership interests equivalent
to an aggregate of 125,000 founder shares to the independent directors and officer of the Company. The independent directors were granted
membership interests equivalent to an aggregate 100,000 founder shares and the general counsel was granted membership interests equivalent
to an aggregate 25,000 founder shares. The membership interests in founder shares granted to the independent directors and officer are
within the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value
on the assignment date. On May 31, 2026, the 100,000 founder shares have an aggregate fair value of $208,750, or $1.67 per share. The
membership interests in founder shares have no service restrictions, thus, the total fair value of $208,750 was recorded as compensation
expense on May 31, 2026. The Company established the fair value of Founder Shares using a calculation prepared by a third-party valuation
team, which takes into consideration the following market assumptions: (i) implied share price of $9.85, and (ii) probability of de-SPAC
and market adjustment of 17.0%.
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) one year after the completion of the initial Business Combination or (ii) the date on which the Company
completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all
of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with
respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary
shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination
or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders
having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.
F-12
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note
5 — Related Party Transactions (cont.)
Due from Sponsor
As of June 8, 2026, the Sponsor owed
the Company an aggregate amount of $1,925,000, representing the $2,000,000 purchase price of the Private Placement Warrants, less $75,000
for offering expenses. Subsequently, on June 9, 2026, the Sponsor deposited the amount due into the Company’s account.
Promissory Note — Related
Party
On March 31, 2026, the Sponsor had
agreed to loan the Company an aggregate of up to $400,000 to be used for a portion of the expenses of the Initial Public Offering. The
loan was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the closing of the Initial Public Offering. As
of June 8, 2026, the Company had no borrowings under the promissory note. Borrowings under the promissory note are no longer available.
Due to Related Parties
The managing member of the Sponsor
paid offering costs and expenses on behalf of the Company totaling $269,059, and certain officers and directors of the Company paid offering
costs and expenses on behalf of the Company totaling $22,192. The outstanding balance of $291,251 as of June 8, 2026 is non-interest bearing
and due on demand.
Administrative Services Agreement
Commencing on June 8, 2026, the Company
entered into an agreement with the Sponsor to pay an aggregate of $20,000 per month for office space, utilities, secretarial and administrative
support, and other related services rendered to members of the Company’s management team prior to the consummation of the initial
Business Combination, which amounts accrue from the closing of the Initial Public Offering and are only payable upon the successful completion
of the initial Business Combination. As of June 8, 2026, no administrative services fees were incurred by the Company.
Related Party Loans
In
order to finance transaction costs in connection with a 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. If the
Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business
Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working
Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such
Working Capital Loans may be convertible into private placement warrants of the post-Business Combination entity at a price of $1.00
per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of June 8, 2026, no
such Working Capital Loans were outstanding.
Note 6 — Commitments and Contingencies
Risks
and Uncertainties
The
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from
the ongoing Russia-Ukraine conflict, the conflict between Venezuela and the U.S., and the conflicts in the Middle East. In response
to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military
forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various
sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain
financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries,
including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to
Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the Israel-Hamas conflict and
an escalation of the conflict in the Middle East and Iran and the resulting measures that have been taken, and could be taken in the
future, by NATO, the United States, the United Kingdom, the European Union, Iran, Israel and its neighboring states and other
countries have created global security concerns that could have a lasting impact on regional and global economies. Although the
length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant
volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks
against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and
lead to instability and lack of liquidity in capital markets.
F-13
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 6 — Commitments and Contingencies (cont.)
Any of the above mentioned factors,
or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion
of Ukraine, the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for
an initial Business Combination and any target business with which the Company may ultimately consummate 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 Private Placement Warrants and
warrants that may be issued upon conversion of the Working Capital Loans 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 the effective date of the Initial Public Offering.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such
securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent
to the completion of the initial Business Combination. Notwithstanding anything to the contrary, Cantor Fitzgerald & Co. may only
make a demand on one occasion and only during the five-year period beginning from the commencement of sales in the Initial Public Offering.
In addition, Cantor Fitzgerald & Co. may participate in a piggyback registration only during the seven-year period beginning from
the commencement of sales in the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of
any such registration statements.
Underwriters’ Agreement
The underwriters
have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments,
if any. On June 8, 2026, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise their
over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.
The underwriters were entitled to a
cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Units sold in the Initial Public Offering), which was paid
at the closing of the Initial Public Offering. Additionally, the underwriters are 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 underwriters’
over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, or $9,800,000 in
the aggregate, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.
Deferred
Legal Fees
As of June 8, 2026, the Company had a total of $18,360 of deferred
legal fees incurred in connection with the Initial Public Offering to be paid to the Company’s legal advisors upon consummation
of the Business Combination. The deferred fees are classified as a non-current liability in the accompanying balance sheet.
F-14
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 7 — Shareholders’
Deficit
Preference Shares —
The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of June 8, 2026, there were
no preference shares issued or outstanding.
Class
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. As of June 8, 2026, there were no Class A ordinary shares issued or outstanding, excluding 23,000,000 shares subject
to possible redemption.
Class
B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of
$0.0001 each. On March 31, 2026, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately
$0.004 per share. The founder shares include an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option
is not exercised by the underwriters in full. On June 8, 2026, the underwriters exercised their over-allotment option in full as
part of the closing of the Initial Public Offering. As such, the 750,000 founder shares are no longer subject to forfeiture.
The
founder shares will automatically convert into Class A ordinary shares (such Class A ordinary shares delivered upon conversion will
not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate
an initial Business Combination) concurrently with or immediately following the consummation of the initial Business Combination or
earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional
Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this
offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary
shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary
shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) all ordinary
shares issued and outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued
pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares issuable upon the exercise of
the private placement warrants), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in
connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be
issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any
of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any
redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination and any redemptions
of Class A ordinary shares by public shareholders in connection with any amendment to the amended and restated memorandum and
articles of association made prior to the consummation of the initial Business Combination (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 100% of the
public shares if the Company does not complete the initial Business Combination within the Completion Window or (B) with respect to
any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity;
provided that such conversion of founder shares will never occur on a less than one-for-one basis.
F-15
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 7 — Shareholders’
Deficit (cont.)
Holders
of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on
all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or
as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and
restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast
by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general
meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain
actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at
least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of
association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory
merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning,
following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the
appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders
of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to
vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the
constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of
continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on
these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be
amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in
respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being
entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
Note 8 — Fair Value Measurements
Fair value is defined as the price
that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants
at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments
in active markets;
● Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices
for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or
no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The fair value of the Public Warrants
issued in the Initial Public Offering is $3,450,000, or $0.30 per Public Warrant, and was determined using Monte Carlo Simulation Model.
The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require
remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level
3 valuation of the Public Warrants issued in the Initial Public Offering:
June 8,
2026
Underlying share price
$ 9.85
Exercise price
$ 11.50
Risk-free rate (continuous)
4.36 %
Selected volatility
22.50 %
Probability of de-SPAC and market adjustment
17.0 %
Warrant term (years)
7.00
F-16
FutureCorp Space Acquisition 1
NOTES
TO FINANCIAL STATEMENT
JUNE 8, 2026
Note 9 – Segment Information
FASB ASC Topic 280, “Segment Reporting,” establishes standards
for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major
customers. Operating segments are defined as components of an enterprise 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 Financial 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 one reportable segment.
The CODM assesses performance for the
single segment and decides how to allocate resources. The measure of segment assets is reported on the 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:
June 8,
2026
Cash held in Trust Account
$ 230,000,000
The CODM reviews
the Company’s total assets and liquidity to assess whether sufficient resources are available to discharge its liabilities. The
CODM is provided with details of cash and liquid resources available with the Company.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred
after the balance sheet date through June 12, 2026, the date that the financial statement was available to be issued. Based upon this
review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statement.
On June 9, 2026, the Sponsor deposited
$1,925,000 into the Company’s account, representing the $2,000,000 purchase price of the Private Placement Warrants, net of $75,000
for offering expenses.
F-17
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 8
v3.26.1
Cover
Jun. 09, 2026
Document Type
8-K
Amendment Flag
false
Document Period End Date
Jun. 09, 2026
Entity File Number
001-43330
Entity Registrant Name
FutureCorp
Space Acquisition 1
Entity Central Index Key
0002131853
Entity Tax Identification Number
98-1935958
Entity Incorporation, State or Country Code
E9
Entity Address, Address Line One
8605
Santa Monica Blvd.
Entity Address, Address Line Two
#54207
Entity Address, City or Town
Los
Angeles
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
90069
City Area Code
213
Local Phone Number
524-9594
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security
Units, each consisting of
one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol
FTRAU
Security Exchange Name
NYSE
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security
Class A ordinary shares,
par value $0.0001 per share
Trading Symbol
FTRA
Security Exchange Name
NYSE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Title of 12(b) Security
Redeemable warrants, each
whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol
FTRAUW
Security Exchange Name
NYSE
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=FTRAUN_UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=FTRAUN_ClassOrdinarySharesParValue0.0001PerShareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=FTRAUN_RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: