Jaws Mustang Acquisition Corp Files 2023 Annual Report

TL;DR

<b>Jaws Mustang Acquisition Corp has filed its 2023 annual report (10-K), detailing financial performance and corporate events.</b>

AI Summary

Jaws Mustang Acquisition Corp (JWSWF) filed a Annual Report (10-K) with the SEC on April 16, 2024. Jaws Mustang Acquisition Corp filed its 10-K for the fiscal year ending December 31, 2023. The company's principal executive offices are located at 2340 Collins Avenue, Miami Beach, FL. The filing includes financial data for the fiscal years 2023, 2022, and 2021. Key events include the IPO on February 4, 2021, and subsequent events related to sponsor loans and warrants. The report details fair value measurements for public and private placement warrants.

Why It Matters

For investors and stakeholders tracking Jaws Mustang Acquisition Corp, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Jaws Mustang Acquisition Corp's financial position and operational activities for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. The detailed breakdown of financial instruments, including warrants and related party loans, offers insights into the company's capital structure and potential liabilities or obligations.

Risk Assessment

Risk Level: low — Jaws Mustang Acquisition Corp shows low risk based on this filing. The company is a special purpose acquisition company (SPAC) and its primary business is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. As such, its financial performance is heavily dependent on the successful completion of a business combination, which is not guaranteed. The filing does not indicate a completed business combination as of the filing date.

Analyst Insight

Investors should review the 'Business' section and 'Risk Factors' to understand the company's strategy for completing a business combination and the associated risks.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting Period)
• 2024-04-16 — Filing Date (Date of Report)
• 001-39975 — SEC File Number (SEC Filing Information)
• 25875000 — Common Class A Subject to Redemption (As of 2023-12-31)
• 103500000 — Total Assets (As of 2023-12-31)

Key Players & Entities

• Jaws Mustang Acquisition Corp (company) — Filer
• 2023-12-31 (date) — Fiscal Year End
• 2024-04-16 (date) — Filing Date
• Miami Beach (location) — Business Address City
• FL (location) — Business Address State
• Mustang Sponsor Llc (company) — Related Party
• 2021-02-04 (date) — IPO Date

FAQ

Risk Factors

• Redemption of Public Warrants [medium — financial]: The company may be required to redeem its public warrants if the price per share of Class A common stock equals or exceeds $10.00.
• Related Party Loans [medium — financial]: The company has entered into promissory notes and working capital loan agreements with its sponsor, Mustang Sponsor LLC.
• Business Combination Risk [high — operational]: As a special purpose acquisition company, the company's success is contingent upon completing a business combination, which involves significant risks and uncertainties.

Key Dates

• 2021-02-04: Initial Public Offering (IPO) — Formation and initial capital raise for the SPAC.
• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-04-16: 10-K Filing Date — Date the annual report was filed with the SEC.
• 2024-02-06: Subsequent Event - Sponsor Loan — Indicates a financial event occurring after the fiscal year-end.

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeem
• $11.50 — ordinary share at an exercise price of $11.50 JWSM WS The New York Stock Exchange
• $11.10 — eholders may receive only approximately $11.10 per public share, or less in certain ci
• $6 billion — tate finance company with approximately $6 billion in market capitalization as of December
• $95 billion — WD through a steady evolution with over $95 billion in deployed capital, evolving from a pu

Filing Documents

• jwsm-20231231x10k.htm (10-K) — 1501KB
• jwsm-20231231xex4d5.htm (EX-4.5) — 241KB
• jwsm-20231231xex31d1.htm (EX-31.1) — 13KB
• jwsm-20231231xex31d2.htm (EX-31.2) — 13KB
• jwsm-20231231xex32d1.htm (EX-32.1) — 6KB
• jwsm-20231231xex32d2.htm (EX-32.2) — 6KB
• jwsm-20231231xex97d1.htm (EX-97.1) — 25KB
• 0001410578-24-000479.txt (&nbsp;) — 5905KB
• jwsm-20231231.xsd (EX-101.SCH) — 47KB
• jwsm-20231231_cal.xml (EX-101.CAL) — 20KB
• jwsm-20231231_def.xml (EX-101.DEF) — 232KB
• jwsm-20231231_lab.xml (EX-101.LAB) — 366KB
• jwsm-20231231_pre.xml (EX-101.PRE) — 317KB
• jwsm-20231231x10k_htm.xml (XML) — 569KB

Business

Business 5 Item 1A.

Risk Factors

Risk Factors 26 Item 1B. Unresolved Staff Comments 62 Item 2.

Properties

Properties 62 Item 3.

Legal Proceedings

Legal Proceedings 63 Item 4. Mine Safety Disclosures 63 PART II 64 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 64 Item 6.

Selected Financial Data

Selected Financial Data 65 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 66 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 70 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 70 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 70 Item 9A.

Controls and Procedures

Controls and Procedures 70 Item 9B. Other Information 71 Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections 71 PART III 72 Item 10. Directors, Executive Officers and Corporate Governance 72 Item 11.

Executive Compensation

Executive Compensation 81 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 81 Item 13. Certain Relationships and Related Transactions, and Director Independence 83 Item 14. Principal Accountant Fees and Services 85 PART IV 86 Item 15. Exhibits, Financial Statement Schedules 86 Item 16. Form 10-K Summary 88

SIGNATURES

SIGNATURES 89 INDEX TO FINANCIAL STATEMENTS 90 i Table of Contents CERTAIN TERMS Unless otherwise stated in this Annual Report on Form 10-K (this "Report"), references to: "amended and restated memorandum and article of association" are to the amended and restated memorandum and articles of association that the company adopted prior to the consummation of its initial public offering; "Companies Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; "Founders" are to Barry S. Sternlicht, Andrew Klaber and Matthew Walters; "founder shares" are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be "public shares"); "initial public offering" are to our initial public offering consummated on February 4, 2021; "management" or our "management team" are to our executive officers and directors; "ordinary shares" are to our Class A ordinary shares and our Class B ordinary shares; "private placement warrants" are to the warrants initially issued to our sponsor in a private placement simultaneously with the closing of our initial public offering consummated on February 4, 2021 and upon conversion of working capital loans, if any; "public shares" are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public or thereafter in the open market); "public shareholders" are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor's and each member of our management team's status as a "public shareholde

Business

Item 1. Business Overview We are a blank check company incorporated on October 19, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses in any industry or sector. Our sponsor, Mustang Sponsor LLC, is an affiliate of JAWS Estates Capital, the family office of Barry S. Sternlicht. Our Founders believe a special purpose acquisition company vehicle is the most potent way to capitalize on the benefits of the public markets. The elements of (a) efficiency to listing time and (b) ability to show future growth, especially for our target company, all favor a founder friendly way of accessing the capital markets. We believe that the early venture capital and late stage private equity markets contain numerous target companies that have the potential to benefit materially from being publicly traded, an area in which the Founders have significant experience. As of December 31, 2023, we had not commenced any operations. All activity for the period from April 1, 2021 (inception) to December 31, 2023 relates to identifying a target company for a business combination. We will not generate any operating revenues until after the completion of a business combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from our initial public offering. On March 14, 2023, we voluntarily delisted from the New York Stock Exchange ("NYSE") and listed on NYSE American LLC ("NYSE American"). The transfer to NYSE American was motivated by several factors, including more favorable thresholds for continued listing on NYSE American. Following the transfer, we continue to file the same types of periodic reports and other information we currently file with the Securities and Exchange Commission (the "SEC"). On March 8, 2024, we and investment entities affiliated with Starwood Capi

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View this 10-K filing on SEC EDGAR