Orielle Acquisition Corp. Reports No Revenue, Mounting Deficit

TL;DR

**Orielle Acquisition Corp. is a cash-strapped blank check with a going concern warning; avoid until a concrete acquisition target emerges.**

AI Summary

Orielle Acquisition Corp., a Delaware-incorporated blank check company, reported no revenue for the three months ended June 30, 2025, and for the period from its inception on January 2, 2025, to June 30, 2025. The company incurred general and administrative expenses of $15,385 for the quarter and $30,101 since inception, resulting in a net loss of $15,385 for the quarter and an accumulated deficit of $30,101 as of June 30, 2025. Total current assets stood at $10,299, primarily cash, while total current liabilities were $39,900, including a $22,500 note payable to a stockholder and $5,100 in advances from stockholders. The company's stockholders' deficit was $29,601. Management has expressed substantial doubt about the company's ability to continue as a going concern, planning to finance operations through additional borrowings from the existing note. The company's primary objective remains to identify and acquire a target company or business.

Why It Matters

For investors, Orielle Acquisition Corp.'s lack of revenue and accumulated deficit of $30,101 since its January 2, 2025 inception signals significant risk, as it's a blank check company with no operating business. The 'going concern' warning indicates potential financial instability, making it a highly speculative investment. Employees and customers are not directly impacted as there is no operational business. In the broader market, this highlights the inherent risks of SPACs and blank check companies, which rely entirely on future acquisitions, often competing with other similar entities for viable targets.

Risk Assessment

Risk Level: high — The company has an accumulated deficit of $30,101 and a total stockholders' deficit of $29,601 as of June 30, 2025. Management explicitly states these conditions 'raise substantial doubt about the Company's ability to continue as a going concern for the twelve months following the date these financial statements are issued,' indicating severe financial instability.

Analyst Insight

Investors should exercise extreme caution and avoid Orielle Acquisition Corp. given its 'going concern' warning, lack of revenue, and accumulated deficit. Monitor for any definitive business combination announcements, but be aware of the high speculative nature of such investments.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$10,299

total Debt

$39,900

net Income

$ (15,385)

eps

$ (0.00)

gross Margin

N/A

cash Position

$10,299

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0 — Revenue (No revenue generated for the quarter or since inception.)
• $30,101 — Accumulated Deficit (Increased from $14,716 on March 31, 2025, indicating ongoing losses.)
• $10,299 — Cash (Low cash balance relative to liabilities, raising going concern doubts.)
• $39,900 — Total Current Liabilities (Exceeds total assets, contributing to the stockholders' deficit.)
• $29,601 — Total Stockholders' Deficit (Reflects negative equity, indicating financial distress.)
• 5,000,000 — Common Stock Shares Outstanding (Issued at inception for a total of $500.)
• $22,500 — Note Payable - Stockholder (Significant portion of liabilities, with an 18% default interest rate.)
• $5,100 — Advances from Stockholders (Additional funding from related parties to cover expenses.)
• $15,385 — Net Loss for Q2 2025 (Represents general and administrative expenses for the quarter.)
• 21.0% — Statutory Federal Income Tax Rate (Offset by a full valuation allowance due to uncertain realization of deferred tax assets.)

Key Players & Entities

• Orielle Acquisition Corp. (company) — registrant
• Mark Tompkins (person) — director, common stock purchaser
• Ian Jacobs (person) — officer and director, common stock purchaser, stockholder advance provider
• $10,299 (dollar_amount) — cash balance as of June 30, 2025
• $30,101 (dollar_amount) — accumulated deficit as of June 30, 2025
• $22,500 (dollar_amount) — note payable to stockholder as of June 30, 2025
• $5,100 (dollar_amount) — advances from stockholders as of June 30, 2025
• January 2, 2025 (date) — company inception date
• June 30, 2025 (date) — end of reporting period
• Delaware (location) — state of incorporation

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has incurred net losses of $15,385 for Q2 2025 and $30,101 since inception, resulting in a total stockholders' deficit of $29,601 as of June 30, 2025. With only $10,299 in cash and total current liabilities of $39,900, management has expressed substantial doubt about its ability to continue as a going concern.
• Dependence on Related Party Financing [high — financial]: The company's operations are currently financed through borrowings from a stockholder, including a $22,500 note payable with an 18% default interest rate and $5,100 in advances from stockholders. This reliance on related party debt creates a significant financial risk.
• Lack of Operating Business [high — operational]: As a blank check company, Orielle Acquisition Corp. has no operating business and has generated no revenue since its inception on January 2, 2025. Its sole objective is to identify and acquire a target company, with no assurance of success.
• Blank Check Company Regulations [medium — regulatory]: The company operates as a 'blank check' company, which is subject to various state regulations and potentially restrictive SEC rules like Rule 419. While the company does not currently intend to trigger Rule 419, these regulations can impact future financing and business combinations.
• Negative Equity Position [high — financial]: The total stockholders' deficit of $29,601 as of June 30, 2025, indicates that liabilities exceed assets. This negative equity position highlights the company's precarious financial state.

Industry Context

Orielle Acquisition Corp. operates in the special purpose acquisition company (SPAC) sector, a market characterized by companies formed to raise capital through an IPO to acquire an existing company. The SPAC market has seen significant activity but also faces scrutiny regarding its structure and the success rate of post-merger entities.

Regulatory Implications

As a blank check company, Orielle Acquisition Corp. is subject to specific disclosure requirements and potential regulatory hurdles, particularly concerning offerings under Rule 419. Compliance with these regulations is crucial for future business combinations.

What Investors Should Do

1. Monitor progress on identifying a target business combination.
2. Assess the terms and feasibility of future financing, especially related party debt.
3. Evaluate management's ability to execute a successful business combination.

Key Dates

• 2025-01-02: Company Inception — Marks the beginning of the company's existence and its efforts to identify a business combination.
• 2025-06-30: Quarter End and Reporting Date — The date as of which the condensed financial statements are presented, showing no revenue and a net loss.

Glossary

Blank Check Company

A development stage company that is issuing a penny stock and has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies. (Orielle Acquisition Corp. is explicitly identified as a blank check company, which carries specific regulatory and operational implications.)

Shell Company

A company with no or nominal assets (other than cash) and no or nominal operations. (Orielle Acquisition Corp. is also a shell company, meaning its primary focus is on finding an acquisition target rather than operating a business.)

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income. (The accumulated deficit of $30,101 indicates the company has consistently operated at a loss since its inception.)

Stockholders' Deficit

The amount by which a company's liabilities exceed its total assets, resulting in negative equity. (The stockholders' deficit of $29,601 highlights the company's negative net worth.)

Going Concern

The assumption that a company will continue to operate for the foreseeable future. (Management's doubt about the company's ability to continue as a going concern is a significant risk factor.)

Year-Over-Year Comparison

As this is the first 10-Q filing for Orielle Acquisition Corp. since its inception on January 2, 2025, there are no prior period filings to compare against. The current report details the company's initial setup, organizational expenses, and the financial position as of June 30, 2025, highlighting a net loss and a significant stockholders' deficit.

Key Financial Figures

• $0.0001 — cticable date. Common Stock, par value $0.0001 5,000,000 (Class) Outstanding at Augus
• $250 million — eld by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) the an
• $100 million — the annual revenues equaled or exceeded $100 million during such completed fiscal year or th
• $700 million — eld by non-affiliates equals or exceeds $700 million as of the prior June 30. Recently Iss

Filing Documents

• ea0252061-10q_orielleacq.htm (10-Q) — 205KB
• ea025206101ex31-1_orielleacq.htm (EX-31.1) — 11KB
• ea025206101ex32-1_orielleacq.htm (EX-32.1) — 4KB
• 0001213900-25-074943.txt ( ) — 1512KB
• ck0002066067-20250630.xsd (EX-101.SCH) — 14KB
• ck0002066067-20250630_cal.xml (EX-101.CAL) — 13KB
• ck0002066067-20250630_def.xml (EX-101.DEF) — 52KB
• ck0002066067-20250630_lab.xml (EX-101.LAB) — 96KB
• ck0002066067-20250630_pre.xml (EX-101.PRE) — 59KB
• ea0252061-10q_orielleacq_htm.xml (XML) — 66KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements. 1 Condensed Balance Sheet as of June 30, 2025 (Unaudited) F-1 Condensed Statements of Operations (Unaudited) For the Three Months Ended June 30, 2025, and for the period from January 2, 2025 (Inception) to June 30, 2025 F-2 Condensed January 2, 2025 (Inception) to June 30, 2025 F-3 Condensed Statement of Cash Flows (Unaudited) For the period January 2, 2025 (Inception) to June 30, 2025 F-4 Notes to Condensed Financial F-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 2 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 7 Item 4.

Controls and Procedures

Controls and Procedures. 7

- OTHER

PART II - OTHER INFORMATION 8 Item 1. Legal Proceedings. 8 Item 1A. Risk Factors. 8 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 8 Item 3. Defaults Upon Senior Securities. 8 Item 4. Mine Safety Disclosure. 8 Item 5. Other Information. 8 Item 6. Exhibits. 8

Signatures

Signatures 9 i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT This Quarterly Report on Form 10-Q (this "Form 10-Q") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "would," "should," "could," "may" or other similar expressions in this Form 10-Q. In particular, these include statements relating to future actions, future performance, anticipated expenses, or projected financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, or joint ventures we may make or collaborations or strategic partnerships we may enter into. You should read this Form 10-Q and the documents that we have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be

Financial Statements

Item 1. Financial Statements. ORIELLE ACQUISITION CORP. June 30, 2025 INDEX TO CONDENSED FINANCIAL STATEMENTS Page Index to Condensed Financial 1 Condensed Balance Sheet as of June 30, 2025 (Unaudited) F-1 Condensed Statements of Operations (Unaudited) For the Three Months Ended June 30, 2025, and for the period from January 2, 2025 (Inception) to June 30, 2025 F-2 Condensed Statements of Changes in Stockholders' Deficit (Unaudited) For the Three Months Ended June 30, 2025, and for the period from January 2,2025 (Inception) to June 30, 2025 F-3 Condensed Statement of Cash Flows (Unaudited) For the period January 2, 2025 (Inception) to June 30, 2025 F-4 Notes to Condensed Financial F-5 1 ORIELLE ACQUISITION CORP. CONDENSED BALANCE SHEET June 30, 2025 (Unaudited) ASSETS Current assets Cash $ 10,299 Total current assets 10,299 Total assets $ 10,299 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued expenses $ 12,300 Note payable - stockholder 22,500 Advances from stockholders 5,100 Total current liabilities 39,900 Total liabilities 39,900 Commitments and contingencies Stockholders' deficit Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized; none issued and outstanding - Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 5,000,000 shares issued and outstanding 500 Accumulated deficit ( 30,101 ) Total stockholders' deficit ( 29,601 ) Total liabilities and stockholders' deficit $ 10,299 See accompanying notes to condensed financial F-1 ORIELLE ACQUISITION CORP. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended June 30, 2025 For the period January 2, 2025 (Inception) to June 30, 2025 Revenue $ - $ - General and administrative expenses 15,385 30,101 Loss from operations ( 15,385 ) ( 30,101 ) Net loss $ ( 15,385

Management's Discussion and Analysis of Financial

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Overview of our Business Orielle Acquisition Corp. was incorporated in the State of Delaware on January 2, 2025. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has focused its efforts to identify a possible business combination. No revenue has been generated by the Company since inception. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. The Company's plan of operation for the remainder of the fiscal year shall be to continue its efforts to locate suitable acquisition candidates. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The Company is currently considered to be a "blank check" company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Rule 419 under the Securities Act imposes certain restrictive requirements on offerings of securities by blank check companies. However, we have no present intention of engaging in an offering of our securities that would be subject to Rule 419 while we remain a b

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