Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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

References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Amanat Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Amanat Sponsor Holdings LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on January 13, 2026 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the "business combination"). We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement shares, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Recent Developments

Business Combination Agreement

On October 25, 2026, we, Cairo Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary ("Merger Sub"), Corxel Pharmaceuticals, Inc., a Delaware corporation ("Corxel"), and Corxel Pharmaceuticals Limited, a Cayman Islands exempted company and the sole stockholder of Corxel ("Parent"), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"). The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by Corxel's board of directors and approved by the Company's board of directors. The business combination is expected to close in the first half of 2027, following the receipt of the requisite approvals of the Company's shareholders and Corxel's sole stockholder and the fulfillment of other customary closing conditions, including the expiration or termination of the applicable waiting period under the HSR Act.

For additional information regarding the Business Combination Agreement and the related agreements, see Note 1 to our unaudited condensed financial statements included elsewhere in this Quarterly Report.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 13, 2026 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the initial public offering, described below, and subsequent to the closing of the initial public offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest and/or dividend income on investments held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended September 30, 2026, we had net loss of $1,482,711, which consisted of formation, general and administrative costs of $2,065,068 and share-based compensation expense of $112,050, offset by change in fair value of over-allotment option liability of $13,200 and interest earned on investments held in the Trust Account of $681,207.

For the period from January 13, 2026 (inception) through September 30, 2026, we had net loss of $1,510,880, which consisted of formation, general and administrative costs of $2,376,371 and share-based compensation expense of $164,340, offset by change in fair value of over-allotment option liability of $58,600 and interest earned on investments held in the Trust Account of $971,231.

Liquidity and Capital Resources

On May 20, 2026, we consummated the initial public offering of 7,500,000 Class A Ordinary Shares at $10.00 per public share, generating gross proceeds of $75,000,000. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 300,000 private placement shares at a price of $10.00 per private placement share, or $3,000,000 in the aggregate, in a private placement to the Sponsor.

Following the initial public offering, and the sale of the private placement shares, a total of $75,000,000 was placed in the trust account. We incurred $3,490,447, consisting of $750,000 of cash underwriting fees, $2,250,000 of deferred underwriting fees, and $490,447 of other offering costs.

For the period from January 13, 2026 (inception) through September 30, 2026, net cash used in operating activities was $739,666. Net loss of $1,510,880 was affected by the payment of formation, general and administrative expenses through promissory note - related party of $72,542 and share-based compensation expense of $164,340, offset by change in fair value of over-allotment option liability of $58,600 and interest earned on investments held in the Trust Account of $971,231. Changes in operating assets and liabilities provided $1,564,163 in cash from operating activities.

As of September 30, 2026, we had cash and investments held in the trust account of $75,971,231 (including $971,231 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the trust account to pay taxes, if any. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2026, we had cash of $1,080,559. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into private placement shares of the post-business combination entity at a price of $10.00 per share. The shares would be identical to the private placement shares.

We may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Going Concern

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, "Financial Statements Presentation - Going Concern," our management has determined we currently lack the liquidity needed to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, management has determined that if we are unable to complete an initial business combination within the completion window, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial business combination prior to the end of the completion window. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the end of the completion window. Our officers, directors and our Sponsor may, but are not obligated to, loan us funds as may be required. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. There can be no assurance our plans to raise capital or to consummate an initial business combination will be successful.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Administrative Services Agreement and Officer Compensations

We have an agreement to pay the Sponsor a total of $20,000 per month for officer compensation and administrative support services through the earlier of the Company's consummation of a business combination and its liquidation. Additionally, the Chief Financial Officer will receive a monthly fee of $8,928 from the Sponsor for continued service until the completion of an initial business combination, which is included in the $20,000 administrative services fee. If a business combination is completed prior to May 20, 2028 (24 months from the initial public offering), the Sponsor will pay an additional amount such that the aggregate compensation the CFO receives through closing of an initial business combination shall be no less than $250,000. In addition, since July 2026, our Chief Executive Officer has received $10,000 per month from the Sponsor for his services as an officer, which is included in the $20,000 administrative services fee. We intend to pay the Chief Executive Officer a transaction bonus of $250,000 upon the completion of an initial Business Combination. Except for the Chief Financial Officer and the Chief Executive Officer, none of our officers and directors have received any cash compensation for services rendered to us.

Underwriting Agreement

The underwriter was entitled to a cash underwriting discount of $0.10 per public share, or $750,000 in the aggregate, which was paid at the closing of the initial public offering. In addition, the underwriter is entitled to a deferred underwriting fee of $0.30 per public share, or $2,250,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the trust account solely upon the completion of the initial business combination, subject to the terms of the underwriting agreement.

Deferred Professional Fees

As of September 30, 2026, we had deferred professional fees of $1,581,547, incurred in connection with a Business Combination and payable only upon the consummation of a Business Combination.

Critical Accounting Estimates

The preparation of the unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2026, we do not have any critical accounting estimates.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.