Financial Performance - The company reported a net income of $1,467,855 for the three months ended June 30, 2025, compared to a loss of $520,971 in the prior-year period [3] - The company paid off the remaining $500,000 on its promissory note, leaving no debt other than operating accounts payable [3] - Tron Inc. ended the second quarter of 2025 with over $111 million in shareholders' equity, marking an extraordinary over 3,500% year-over-year increase from under $3.1 million in the same period of 2024 [3] Strategic Positioning - Management attributes the rapid growth to a disciplined cost structure, low cash burn rate, and strategic investments in high-growth digital assets [4] - The strong financial position is expected to fuel upcoming expansion initiatives, including enhancing the digital asset portfolio and advancing the blockchain-entertainment ecosystem [4] - The CEO stated that Tron Inc. is exceptionally well-positioned to seize opportunities in the fast-evolving digital economy, emphasizing the robust balance sheet and operational discipline [5] Company Overview - Tron Inc. is a publicly traded company pioneering blockchain-integrated treasury strategies and holds the largest TRON (TRX) tokens among public companies [5] - The company designs, develops, and manufactures custom merchandise for major theme parks and entertainment venues, with products based on award-winning multi-billion-dollar franchises [5]

Group 1 - TRON made its debut on the Nasdaq on July 24, 2025, marking a significant shift in its asset allocation strategy, with TRX becoming a key reserve asset for the company [1] - The partnership with Kripton aims to accelerate the adoption of USDT stablecoin in South America, integrating over 2,000 merchants into the USDT payment network [3] - TRON's DPoS consensus mechanism allows for an average processing speed of 2,500 transactions per day, significantly improving cross-border payment efficiency [3] Group 2 - Argentina's high inflation rate, projected at 27% for 2025, creates a practical application scenario for stablecoins, as traditional financial systems struggle with currency volatility [5] - The USDT, combined with TRON's low transaction fees, offers an innovative solution to mitigate value loss in cross-border transactions [6] - The "Digital Dollar Inclusive Program" is reshaping financial infrastructure in Latin America, providing interest-free microloans to workers for purchasing productive assets [6] Group 3 - TRON's integration with Argentina's public transportation system allows users to recharge their SUBE cards directly with TRC20-USDT, showcasing the transition of crypto assets from financial tools to essential services [7] - The ongoing developments in TRON's ecosystem, from olive oil traceability to microloans and smart contract automation, signify a revolution in financial infrastructure [9]

Core Viewpoint - The article discusses the strategic move by Tron Inc., led by founder Sun Yuchen, to raise up to $1 billion through a mixed-shelf offering, primarily aimed at purchasing more TRX tokens, which has generated significant market excitement and raised complex questions about the intersection of traditional finance and the cryptocurrency world [4][5][30]. Group 1: Company Overview - Tron Inc. recently went public via a reverse merger with a small toy manufacturer, SRM Entertainment, transforming into a company focused on managing a large reserve of TRX tokens [9][19]. - The company’s new strategy involves leveraging its status as a Nasdaq-listed entity to attract traditional investors while maintaining a strong connection to the cryptocurrency ecosystem [22][28]. Group 2: Financial Maneuvering - The reverse merger was facilitated by a strategic investment of $100 million in TRX tokens from a company owned by Sun Yuchen's father, creating a unique structure that avoids direct scrutiny from regulators [13][14]. - The company plans to utilize the funds raised to acquire more TRX tokens, thereby increasing its asset value and potentially supporting the TRX price in the market [29][30]. Group 3: Market Reaction - Following the announcement of the mixed-shelf offering, Tron Inc.'s stock price surged by 25%, reflecting investor enthusiasm for the company's ambitious plans [5][30]. - The transition from a toy manufacturer to a cryptocurrency-focused entity has positioned Tron Inc. as a novel investment vehicle in the eyes of traditional investors [22][28]. Group 4: Regulatory and Market Risks - The article highlights significant risks associated with Tron Inc., including the extreme volatility of TRX, regulatory scrutiny from the SEC, and the company's heavy reliance on the performance of the Tron blockchain ecosystem [24][25][26]. - The SEC has previously filed lawsuits against Sun Yuchen and related entities, raising concerns about the legality of TRX as a security and the potential implications for Tron Inc. as a publicly traded company [24][26].

Group 1: Baby and Childcare Sector - The baby and childcare concept stocks mostly opened higher, with notable increases in shares of companies such as Jinxin Reproductive Medicine (1951.HK) up 8.93%, H&H International Holdings (1112.HK) up 7.33%, and China Feihe (6186.HK) up 5.12% following the announcement of a new childcare subsidy policy [1] - The new policy, effective from January 1, 2025, provides an annual subsidy of 3,600 yuan for each child until they reach three years old, which is expected to boost the sector [1] Group 2: Pharmaceutical Sector - WuXi AppTec (2359.HK) opened over 4% higher after reporting a revenue of 20.799 billion yuan for the six months ending June 30, 2025, a year-on-year increase of 20.6%, with a net profit of 8.287 billion yuan, up 95.5% [1] - Fosun Pharma (2196.HK) saw a 1.37% increase after signing a licensing agreement for AR1001, aimed at treating Alzheimer's disease and other neurological disorders [2] - Deqi Pharmaceutical (6996.HK) rose 4.70% after receiving approval for a new indication of its drug, Xivio, for treating multiple myeloma [2] - Kangzheng Pharmaceutical (0867.HK) increased over 2% after announcing the acceptance of its new drug application for ZUNVEYL, aimed at treating Alzheimer's symptoms [4] - BeiGene (6160.HK) rose over 3% following a positive recommendation from the European Medicines Agency for its drug, Tislelizumab, for non-small cell lung cancer [4] Group 3: Automotive Sector - Hong Kong automotive dealer stocks rose, with Zhongsheng Holdings (0881.HK) up nearly 6% and Yongda Automotive (3669.HK) up over 4%, driven by expectations of improved profit margins from new car sales due to government policies [2] - UBS reported that Zhongsheng and Yongda's stock prices rebounded approximately 20% and 5% respectively, as the market anticipates industry consolidation and improved profitability [2] Group 4: Beverage Sector - Hong Kong Brewery (0236.HK) surged 26% after reporting a revenue of approximately 390 million HKD for the first half of 2025, a year-on-year increase of 3.22%, with a net profit of 49.644 million HKD, up 31.97% [3] Group 5: Securities Sector - Chinese brokerage stocks collectively declined, with Shenwan Hongyuan (6806.HK) down nearly 5%, amid tightening regulatory scrutiny in the securities industry, which has seen over 30 fines issued recently [3]

Company Restructuring & Branding - SRM Entertainment has been rebranded as Tron Inc, with the stock ticker TRON, aiming for a clearer brand positioning in the US stock market [1] High-Profile Activities - Justin Sun, associated with Tron, participated in a Nasdaq bell-ringing ceremony [1] - Justin Sun purchased a Blue Origin space flight seat for $28 million and is expected to fly in Q3/Q4 of this year [1]

Company Announcement - Tron Inc (Nasdaq: TRON) 将敲响纳斯达克开市钟 [1] Event Information - 开市敲钟仪式将在 Nasdaq Livestream 上直播 [1]

Core Viewpoint - Tron Inc. is set to ring the Nasdaq Stock Market Opening Bell on July 24, 2025, marking a significant milestone in its transformation towards next-generation technology and digital innovation [1][2][3] Company Overview - Tron Inc. is a publicly traded company that specializes in blockchain-integrated treasury strategies and holds the largest amount of TRON (TRX) tokens among public companies [4] - The company is committed to transparency and the adoption of decentralized finance for long-term value creation [4] - Tron Inc. also designs, develops, and manufactures custom merchandise for major theme parks and entertainment venues, with products based on multi-billion-dollar franchises [4] Leadership and Vision - Justin Sun, the Founder of the TRON Blockchain, has been appointed as the Global Advisor to Tron Inc., emphasizing the company's strategic leadership [2][3] - Rich Miller, CEO of Tron Inc., highlighted the importance of the Nasdaq Opening Bell ceremony as a reflection of the company's long-term vision to enhance shareholder value through innovation [3]

Company Overview - Tron Inc. has officially changed its Nasdaq ticker symbol from "SRM" to "TRON" effective July 17, 2025, reflecting its strategic transformation and commitment to the Tron blockchain ecosystem [1] - The company is the public entity with the largest holdings of TRON (TRX) tokens and is focused on transparency and long-term value creation [3] - Tron Inc. designs and manufactures custom merchandise for major theme parks and entertainment venues, with products based on multi-billion-dollar franchises [3] Blockchain Context - The TRON blockchain, founded in 2017, supports smart contracts and decentralized applications, offering lower fees and faster transaction times compared to Bitcoin and Ethereum [4] - As of July 13, 2025, TRON hosts approximately 81.7 billion in US dollar stablecoins, establishing itself as one of the most popular Layer-1 Protocols [4] Strategic Implications - The ticker change to "TRON" reinforces the company's brand identity and positions it as a significant player in the blockchain and digital asset economy [2]

[General Information](index=1&type=section&id=Cover%20Page) This section details Corner Growth Acquisition Corp. 2's filing status as a shell company and outstanding share counts - Filing by Corner Growth Acquisition Corp. 2, a Cayman Islands incorporated entity, for the quarterly period ended March 31, 2025[2](index=2&type=chunk) - The registrant is classified as a **shell company**, a **non-accelerated filer**, a **smaller reporting company**, and an **emerging growth company**[3](index=3&type=chunk)[4](index=4&type=chunk) - As of July 16, 2025, the company had **4,927,561** Class A Ordinary Shares and **150,000** Class B Ordinary Shares outstanding[4](index=4&type=chunk) [Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20Financial%20Information) [Item 1 – Financial Statements](index=3&type=section&id=Item%201%20%E2%80%93%20Financial%20Statements) The unaudited financial statements detail the SPAC's financial status, including trust account, deficit, net income, and going concern [Unaudited Condensed Balance Sheet](index=2&type=section&id=Unaudited%20Condensed%20Balance%20Sheet) The balance sheet details assets, liabilities, and shareholders' deficit, highlighting the trust account and warrant liability changes Condensed Balance Sheet Data (Unaudited) | Metric | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and marketable securities held in trust account | $183,749 | $182,240 | | Total Assets | $183,749 | $182,240 | | **Liabilities & Shareholders' Deficit** | | | | Total current liabilities | $39,689 | $32,524 | | Warrant liabilities | $61,661 | $184,982 | | Total Liabilities | $101,350 | $217,506 | | Class A ordinary shares subject to possible redemption | $183,749 | $182,240 | | Total Shareholders' Deficit | ($101,350) | ($217,506) | [Unaudited Condensed Statement of Operations](index=3&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) The statement of operations shows a net income of **$117,665** for Q1 2025, primarily due to a non-cash gain on warrant liabilities Statement of Operations Summary (For the three months ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Operating and formation costs | $7,165 | $419,747 | | Earnings on marketable securities held in Trust Account | $1,509 | $238,738 | | Change in fair value of warrant liabilities | $123,321 | ($166,741) | | **Net income (loss)** | **$117,665** | **($347,750)** | | Basic and diluted net income (loss) per share | $0.03 | ($0.06) | [Unaudited Condensed Statement of Changes in Shareholders' Equity](index=4&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' deficit improved from **($217,506)** to **($101,350)**, primarily due to the **$117,665** net income - The shareholders' deficit decreased from **($217,506)** on January 1, 2025, to **($101,350)** on March 31, 2025, primarily driven by the net income of **$117,665**[14](index=14&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=4&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) The statement of cash flows reports no cash movements from operating, investing, or financing activities, maintaining a **$0** cash balance - Net cash used in operating activities was **$0** for the three months ended March 31, 2025, compared to **($190)** in the prior year period[16](index=16&type=chunk) - There were no cash flows from investing or financing activities in Q1 2025[16](index=16&type=chunk) - The cash balance at the end of the period was **$0**, unchanged from the beginning of the period[16](index=16&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=5&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the SPAC's business combination deadline, sponsor change, Nasdaq delisting, and substantial doubt about going concern - The company must complete a Business Combination by December 31, 2025, or it will be required to cease operations and liquidate[45](index=45&type=chunk) - Management has determined there is **substantial doubt** about the company's ability to continue as a going concern, citing the mandatory liquidation date and a working capital deficiency[50](index=50&type=chunk) - On August 15, 2024, a New Sponsor acquired control, leading to the cancellation of **4,950,000** private placement warrants and an agreement for the underwriter to accept shares in lieu of deferred cash commissions[40](index=40&type=chunk)[91](index=91&type=chunk)[98](index=98&type=chunk) - The company's securities were delisted from The Nasdaq Capital Market effective August 14, 2024, for non-compliance with listing rules[44](index=44&type=chunk) Recent Share Redemption History | Date | Event | Shares Redeemed | Redemption Amount | | :--- | :--- | :--- | :--- | | March 2024 | Extraordinary General Meeting | 1,407,653 | $16,309,778 | | December 2024 | Extraordinary General Meeting | 437,513 | $5,238,525 | [Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202%20%E2%80%93%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, business combination deadline, going concern doubts, sponsor change, and Nasdaq delisting - The company has until December 31, 2025, to complete a Business Combination or face liquidation[147](index=147&type=chunk) - Management has **substantial doubt** about the company's ability to continue as a going concern due to the upcoming liquidation date and a working capital deficit of **$39,689** as of March 31, 2025[148](index=148&type=chunk)[153](index=153&type=chunk) - A significant change of control occurred on August 15, 2024, with a New Sponsor taking over, leading to the cancellation of **4,950,000** private placement warrants and an agreement to settle deferred underwriting fees with shares instead of cash[144](index=144&type=chunk)[168](index=168&type=chunk) - The company's securities were delisted from Nasdaq on August 14, 2024, due to non-compliance with listing requirements[145](index=145&type=chunk) Results of Operations Comparison (For the three months ended March 31) | Period | Net Income / (Loss) | Primary Driver | | :--- | :--- | :--- | | 2025 | $117,665 | Gain on change in warrant liabilities | | 2024 | ($347,750) | Operating costs and loss on change in warrant liabilities | [Item 3 – Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a **smaller reporting company**, the registrant is not required to provide the information otherwise required under this item[182](index=182&type=chunk) [Item 4 – Controls and Procedures](index=33&type=section&id=Item%204%20%E2%80%93%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to a material weakness in SEC reporting expertise, with remediation planned - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2025[184](index=184&type=chunk) - The ineffectiveness is due to a **material weakness** related to the lack of qualified SEC reporting professionals[184](index=184&type=chunk) - Management intends to improve its review process for complex securities and consider hiring additional staff to remediate the weakness[184](index=184&type=chunk) [Part II - Other Information](index=34&type=section&id=Part%20II%20-%20Other%20Information) [Item 5 – Other Information](index=34&type=section&id=Item%205%20%E2%80%93%20Other%20Information) No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No director or officer adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the quarter ended March 31, 2025[186](index=186&type=chunk) [Item 6 – Exhibits](index=34&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL data files - The exhibits filed with this report include officer certifications pursuant to the Sarbanes-Oxley Act of 2002 and Inline XBRL documents[187](index=187&type=chunk) [Signatures](index=35&type=section&id=Signatures) The report was signed on July 16, 2025, by Hao Tian, Chief Executive Officer and Chief Financial Officer - The report was signed on July 16, 2025, by Hao Tian, serving as the Chief Executive Officer and Chief Financial Officer[191](index=191&type=chunk)

Part I [Item 1. Business](index=4&type=section&id=Item%201.%20Business) Corner Growth Acquisition Corp. 2, a Cayman Islands SPAC, has extended its business combination deadline to December 31, 2025, experienced significant redemptions, and delisted from Nasdaq - The company is a blank check company formed for a business combination and has not generated any operating revenues to date[17](index=17&type=chunk) - In August 2024, Connor Square, LLC became the new sponsor, acquiring a majority of founder shares, while **4,950,000 private placement warrants** held by the old sponsor were cancelled[21](index=21&type=chunk) - The business combination deadline has been extended to **December 31, 2025**, following shareholder approval at the December 2024 Extraordinary General Meeting[36](index=36&type=chunk) - Share Redemption History | Meeting Date | Shares Redeemed (count) | Redemption Amount ($) | Remaining Public Shares (Post-Redemption) (count) | | :--- | :--- | :--- | :--- | | June 2022 | 11,093,735 | $111,062,537 | 7,406,265 | | Jan 2023 (Tender) | 4,101,830 | $41,879,684 | 3,304,435 | | March 2023 | 1,444,221 | $15,297,014 | 1,860,214 | | March 2024 | 1,407,653 | $16,309,778 | 4,927,561 (total outstanding) | | Dec 2024 | 437,513 | Not specified | 15,048 | - Following its Nasdaq delisting on August 14, 2024, the company is no longer required to comply with the rule that a business combination target must have a fair market value of at least **80% of net assets** in the trust account[22](index=22&type=chunk) - Failure to complete a business combination by **December 31, 2025**, will result in the company ceasing operations and redeeming all public shares[39](index=39&type=chunk)[74](index=74&type=chunk) [Item 1A. Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including the inability to complete a business combination by December 31, 2025, conflicts of interest with the new sponsor, limited trading liquidity post-Nasdaq delisting, and substantial doubt about its going concern ability - The primary risk is the potential inability to consummate an initial business combination by **December 31, 2025**, leading to liquidation and worthless warrants[99](index=99&type=chunk)[126](index=126&type=chunk) - A conflict of interest exists as the new sponsor and affiliates will lose their entire investment if a business combination is not completed, potentially influencing target selection[105](index=105&type=chunk)[181](index=181&type=chunk) - The company's delisted securities face limited trading, reduced liquidity, and potential "penny stock" classification, which could hinder business combination efforts[105](index=105&type=chunk)[195](index=195&type=chunk) - The company's proximity to its liquidation date raises substantial doubt about its ability to continue as a **going concern**[106](index=106&type=chunk) - A potential business combination may be subject to Committee on Foreign Investment in the United States (CFIUS) review, which could impose conditions, delay, or prevent the transaction[122](index=122&type=chunk)[124](index=124&type=chunk) - The company may be considered a Passive Foreign Investment Company (PFIC), potentially resulting in adverse U.S. federal income tax consequences for U.S. investors[228](index=228&type=chunk) [Item 1B. Unresolved Staff Comments](index=39&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None [Item 1C. Cybersecurity](index=39&type=section&id=Item%201C.%20Cybersecurity) As a blank check company with no operations, the company does not face significant cybersecurity risk, lacks a formal program, and relies on third-party measures, with no material threats in fiscal year 2024 - The company, having no operations, lacks a formal cybersecurity risk management program and relies on third-party digital technologies[230](index=230&type=chunk) - In fiscal year 2024, no cybersecurity threats materially affected or are reasonably likely to materially affect the company's business, operations, or financial condition[230](index=230&type=chunk) [Item 2. Properties](index=39&type=section&id=Item%202.%20Properties) The company's executive offices are located in Albany, NY, provided at no cost by the new sponsor and deemed adequate for current operations - The company's executive offices in Albany, NY, are provided by the new sponsor at no cost[232](index=232&type=chunk) [Item 3. Legal Proceedings](index=40&type=section&id=Item%203.%20Legal%20Proceedings) Management is unaware of any current or contemplated litigation against the company or its officers and directors - No litigation is currently pending or contemplated against the company[233](index=233&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=40&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities were delisted from Nasdaq on August 14, 2024, no cash dividends have been paid or are intended prior to a business combination, and initial private placement warrants were cancelled - The company's units, Class A ordinary shares, and warrants are no longer traded on a national securities exchange as of **August 14, 2024**, following delisting from Nasdaq[236](index=236&type=chunk) - The company has not paid and does not intend to pay any cash dividends prior to completing its initial business combination[238](index=238&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This MD&A covers the company's post-IPO activities, including extensions, redemptions, sponsor change, and Nasdaq delisting, highlighting a working capital deficit, going concern doubt, and financial results driven by non-operational items and related party transactions [Overview](index=41&type=section&id=7.1%20Overview) The company, a SPAC, completed its IPO in June 2021, extended its business combination deadline to December 31, 2025, and experienced significant 2024 events including redemptions, a sponsor change, warrant cancellation, and Nasdaq delisting - The company is a blank check company formed in February 2021, focused on the technology industry for a potential business combination[245](index=245&type=chunk) - On **August 15, 2024**, Connor Square, LLC became the New Sponsor, resulting in the cancellation of **4,950,000 private placement warrants** and the assignment of certain company debts to the Original Sponsor[263](index=263&type=chunk) - The company's securities were delisted from Nasdaq effective **August 14, 2024**, due to failing listing requirements, including the 36-month business combination timeframe[264](index=264&type=chunk) - The business combination deadline was extended to **December 31, 2025**, with shareholders redeeming **437,513 Class A shares**, leaving **15,048 public shares** outstanding[265](index=265&type=chunk)[266](index=266&type=chunk) [Liquidity, Capital Resources and Going Concern](index=44&type=section&id=7.2%20Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) As of December 31, 2024, the company had no operating cash and a **$32,524 working capital deficit**, leading management to conclude substantial doubt about its going concern ability due to these factors and the mandatory liquidation date - As of **December 31, 2024**, the company had **$0** in its operating bank account and a working capital deficit of **$32,524**[268](index=268&type=chunk) - Management has determined that the mandatory liquidation date and negative financial trends raise substantial doubt about the company's ability to continue as a **going concern**[272](index=272&type=chunk) - In connection with the August 2024 sponsor change, outstanding liabilities of **$1,050,795** were transferred to the Original Sponsor, leaving the company with no outstanding liabilities to the former sponsor as of year-end[270](index=270&type=chunk) [Results of Operations](index=44&type=section&id=7.3%20Results%20of%20Operations) For the year ended December 31, 2024, the company reported a net income of **$1.6 million**, a significant shift from a **$0.8 million net loss** in 2023, primarily driven by **$2.0 million in debt forgiveness** and **$0.4 million in trust account earnings** - Results of Operations Comparison | Metric | Year Ended Dec 31, 2024 ($) | Year Ended Dec 31, 2023 ($) | | :--- | :--- | :--- | | Operating and formation costs | $(747,441) | $(1,641,861) | | Earnings on Trust Account | $400,179 | $1,008,533 | | Debt forgiveness | $2,000,514 | $0 | | Change in fair value of warrant liabilities | $(54,450) | $(172,821) | | **Net Income (Loss)** | **$1,598,802** | **$(806,149)** | [Critical Accounting Policies](index=47&type=section&id=7.4%20Critical%20Accounting%20Policies) Critical accounting policies include classifying redeemable Class A ordinary shares as temporary equity, accounting for warrants as fair-valued liabilities, and calculating net income per share using a two-class method, with **15,048 Class A shares** subject to redemption as of December 31, 2024 - Class A ordinary shares subject to possible redemption are classified as temporary equity and measured at their redemption amount; as of **December 31, 2024**, **15,048 shares** were subject to redemption[290](index=290&type=chunk) - Warrants are accounted for as liabilities and re-measured to fair value at each reporting period, with changes recognized in the statement of operations[292](index=292&type=chunk) - Net income per share is calculated using a two-class method, allocating earnings pro rata between redeemable Class A shares and non-redeemable Class A and Class B shares[294](index=294&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company is a smaller reporting company - The company is a smaller reporting company and is not required to provide the information under this item[304](index=304&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=48&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item refers to the full financial statements and notes, presented at the end of the report - The company's financial statements and supplementary data are included following Item 16 of the report[305](index=305&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=49&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting and financial disclosure - None [Item 9A. Controls and Procedures](index=49&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that as of December 31, 2024, disclosure controls and internal control over financial reporting were ineffective due to material weaknesses in accounting for complex instruments, recording liabilities, and internal communication of material agreements, with remediation efforts underway - Management concluded that disclosure controls and procedures were not effective as of **December 31, 2024**, due to a material weakness in internal control over financial reporting[309](index=309&type=chunk) - Material weaknesses were identified in controls for accounting for complex financial instruments, recording accrued and contingent liabilities, and communication of material agreements by executive management[312](index=312&type=chunk) - Remediation plans include improving processes for evaluating complex transactions and enhancing communication between executive management and accounting personnel[313](index=313&type=chunk) [Item 9B. Other Information](index=50&type=section&id=Item%209B.%20Other%20Information) The company reports no other information required for Form 8-K disclosure during the fourth quarter of 2024 that was not already disclosed - No information was required to be disclosed on a Form 8-K during the quarter that was not so disclosed[315](index=315&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=50&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) As of the report date, Hao Tian is the sole executive officer and director, serving as CEO and CFO since August 2024, with board committees unpopulated due to Nasdaq delisting, and the company has adopted a Code of Ethics - Hao Tian has served as the company's Chief Executive Officer, Chief Financial Officer, and sole director since **August 2024**[318](index=318&type=chunk) - The board of directors' three standing committees (audit, nominating, compensation) are currently unpopulated following the delisting from Nasdaq[322](index=322&type=chunk) - The company has adopted a Code of Ethics applicable to its directors, officers, and employees[323](index=323&type=chunk) [Item 11. Executive Compensation](index=52&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers or directors, who are eligible for out-of-pocket expense reimbursement, and no stock options or long-term incentive awards have been granted - None of the company's executive officers or directors has received any cash compensation for services rendered[333](index=333&type=chunk) - Officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with company activities, such as identifying potential target businesses[333](index=333&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=52&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership as of July 1, 2025, with the new sponsor, Connor Square, LLC, holding **61.1%** controlling voting power, and the old sponsor, CGA Sponsor 2, LLC, retaining a **38.6%** voting interest - Beneficial Ownership as of July 1, 2025 | Name of Beneficial Owner | Approximate Percentage of Voting Control (%) | | :--- | :--- | | Connor Square, LLC ("new sponsor") | 61.1% | | CGA Sponsor 2, LLC ("old sponsor") | 38.6% | | All officers and directors as a group (1 individual) | < 1% | - As of **December 31, 2024**, the company had no equity compensation plans authorized for issuance[345](index=345&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=53&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company discloses related party transactions, primarily with its original and new sponsors, including founder share issuance, cancelled private placement warrants, no-cost office space, and potential working capital loans convertible into warrants - The original sponsor purchased founder shares and **4,950,000 private placement warrants**, which were subsequently cancelled in **2024**[347](index=347&type=chunk)[348](index=348&type=chunk) - The company's executive offices are provided by the new sponsor at no cost[350](index=350&type=chunk) - The sponsor or its affiliates may loan the company up to **$1,500,000** for transaction costs, convertible into warrants at **$1.50 per warrant**[352](index=352&type=chunk) - The board has determined that none of its members are currently "independent" under Nasdaq rules[358](index=358&type=chunk) [Item 14. Principal Accountant Fees and Services](index=55&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section summarizes fees paid to independent auditors, with total audit fees of approximately **$80,350** in fiscal year 2024 and **$113,000** in 2023, with no other fees paid - Accountant Fees | Fee Type | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Audit Fees | $80,350 | $113,000 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | Part IV [Item 15. Exhibits and Financial Statement Schedules](index=55&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K, including governing documents, warrant agreements, the Share Purchase Agreement for the sponsor change, and various certifications - The report includes an exhibit index listing all filed documents, such as governing documents, material contracts, and certifications[366](index=366&type=chunk)[367](index=367&type=chunk) Financial Statements and Notes [Report of Independent Registered Public Accounting Firm](index=58&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report states that financial statements are fairly presented in accordance with U.S. GAAP, but highlights substantial doubt about the company's ability to continue as a going concern due to net losses, negative cash flows, and financing dependence - The auditor's opinion states that the financial statements are presented fairly in all material respects[381](index=381&type=chunk) - The report explicitly raises **substantial doubt** about the company's ability to continue as a **going concern** due to its financial condition and dependence on financing[382](index=382&type=chunk)[391](index=391&type=chunk) [Financial Statements](index=60&type=section&id=Financial%20Statements) The financial statements detail the company's financial position and performance, showing a minimal trust account value of **$182,240** and a shareholders' deficit as of December 31, 2024, with a **$1.6 million net income** in 2024 primarily from non-operational items - Balance Sheet Summary (As of December 31, 2024) | Account | Amount ($) | | :--- | :--- | | Cash and marketable securities held in trust account | $182,240 | | Total Liabilities | $217,506 | | Class A ordinary shares subject to possible redemption | $182,240 | | Total Shareholders' Deficit | $(217,506) | - Statement of Operations Summary (For the year ended December 31, 2024) | Account | Amount ($) | | :--- | :--- | | Operating and formation costs | $(747,441) | | Earnings on Trust Account | $400,179 | | Debt forgiveness | $2,000,514 | | **Net income** | **$1,598,802** | [Notes to Financial Statements](index=62&type=section&id=Notes%20to%20Financial%20Statements) The notes provide critical context to the financial statements, detailing business operations, deadline extensions, redemptions, sponsor change, going concern issues, significant accounting policies, related-party transactions, and warrant terms and valuation - Note 1 confirms management's determination of **substantial doubt** about the company's ability to continue as a **going concern** due to the mandatory liquidation date and working capital deficiency[440](index=440&type=chunk) - Note 2 details the accounting for Class A ordinary shares subject to possible redemption, showing a reduction from **1,860,214 shares** at year-end 2023 to **15,048 shares** at year-end 2024 due to redemptions[448](index=448&type=chunk)[449](index=449&type=chunk) - Note 4 confirms that on **August 15, 2024**, the Original Sponsor transferred **2,685,000 shares** to the New Sponsor and all **4,950,000 Private Placement Warrants** were cancelled[477](index=477&type=chunk)[481](index=481&type=chunk)[497](index=497&type=chunk) - Note 5 confirms that the deferred underwriting fee of **$6,475,000** was waived in an agreement where the underwriter will accept shares in lieu of cash upon a business combination[489](index=489&type=chunk)[490](index=490&type=chunk) - Note 8 states that as of **December 31, 2024**, the Public Warrants were reclassified from Level 1 to Level 3 fair value measurement because they were delisted and are no longer actively traded[518](index=518&type=chunk)