Cybersecurity and Data Protection - The company has implemented various measures to enhance cybersecurity protections, addressing risks from potential attacks on its software supply chain [94]. - Information technology disruptions and security breaches have negatively impacted business continuity and financial results, with ongoing risks heightened by external events like the Russia-Ukraine war [95]. - The company faces significant costs related to responding to cyberattacks, which could lead to revenue loss and reputational harm if security breaches occur [96]. - Consumer data protection measures are critical, as breaches could lead to reputational damage and increased compliance costs [98]. - The company may face significant penalties from the ESRB for violations related to game ratings, including revocation of ratings or monetary fines [152]. - If a game is rated "AO" by the ESRB, platform licensors may not certify the game, and retailers may refuse to sell it, negatively impacting sales [153]. - The company has implemented processes to comply with ESRB requirements, but human error and resource constraints could lead to undisclosed content issues, resulting in recalls or fines [154]. - The company is exposed to potential reputational damage and financial impact from piracy and unauthorized copying of its software [157]. Market and Competition - The shift towards digital sales and free-to-play games increases competition and requires new marketing strategies, which may not be successful [109]. - The company is increasingly dependent on monetizing free-to-play games, facing risks if new products do not achieve commercial success [110]. - Successfully developing games for mobile platforms is essential, with uncertainties affecting the ability to launch new features and maintain financial performance [112]. - The company derives revenue from advertisements and offers integrated into free-to-play games, relying on strong relationships with advertisers to maintain sufficient inventory [113]. - Advertising revenues are subject to seasonality, with budgets peaking in Q4 and declining significantly in Q1, negatively impacting revenues [117]. - Competition for intellectual property licenses, especially for sports titles, may increase costs and affect revenue and profitability [140]. - Unauthorized third-party sales of game accounts and virtual items could impede revenue growth and create downward pressure on prices [162]. Regulatory and Legal Risks - The company faces increased regulatory scrutiny, such as Apple's AppTracking Transparency framework, which requires explicit user consent for targeted advertising [114]. - The company is subject to evolving laws regarding consumer protection, data privacy, and competition, which may increase compliance costs and legal risks [127]. - The Trade and Cooperation Agreement post-Brexit may disrupt markets and complicate business operations in Europe, potentially affecting sales [131]. - Ongoing discussions in multiple jurisdictions regarding the regulation of game genres and mechanics, such as loot boxes, may lead to civil and criminal penalties for non-compliance [173]. - The FTC's enforcement action against a game developer resulted in a $20 million fine and a ten-year compliance monitoring program, highlighting the risks associated with consumer protection violations [173]. - The U.K. government is reviewing loot box regulations, which may lead to further restrictions impacting the company's games [174]. - The E.U. is considering a ban on loot boxes as part of the Digital Fairness Act, which could significantly affect the company's operations in the region [175]. - The company faces potential fines of up to 6% of annual global revenues for non-compliance with the E.U. Digital Services Act, which imposes new content moderation and transparency obligations [181]. - The evolving landscape of privacy laws in the U.S. and E.U. may increase compliance costs and expose the company to government investigations and substantial fines [180]. - The company must navigate complex regulations regarding the collection and use of data from minors, which could impact marketing strategies and game features [182]. - Changes in platform policies regarding data collection may affect how the company engages with players and operates its business [185]. - The company is subject to various U.S. and foreign laws and regulations, which may increase compliance costs and expose it to litigation, penalties, or fines linked to a percentage of global turnover [171]. Financial Performance and Risks - The company relies on key management and creative personnel, with potential risks associated with employee turnover impacting product development and market performance [101]. - The company is dependent on the successful release of hit titles, which can lead to significant fluctuations in quarterly operating results [143]. - Price protection and product returns may adversely affect operating results, with revenue recognized after deducting estimated price protection and reserves for returns [146]. - Fluctuations in recurring revenue from annualized titles and services may negatively impact financial and operating results [142]. - Insufficient server capacity could result in decreased sales and loss of consumer base, adversely affecting reputation and financial performance [135]. - As of March 31, 2025, the company had $3,650.0 million in outstanding senior notes and a $750.0 million revolving credit facility with no outstanding borrowings [165]. - The company has recorded a valuation allowance against the majority of its deferred tax assets due to uncertainty regarding their realization [193]. - Changes in tax laws, including the Base Erosion Anti-Abuse Tax, could adversely impact the company's effective tax rate and financial condition in future periods [195]. - The company may issue additional equity securities in the future, which could dilute existing stockholders' ownership and adversely affect the market price of its common stock [205]. - The company is susceptible to declines in consumer spending, which could materially affect its business and financial condition [202]. - The company may face increased credit risk during periods of economic weakness, which could adversely impact financial condition and operating results [203]. - Inflation has the potential to increase the company's overall cost structure, impacting its financial position and liquidity [209]. International Operations and Currency Risks - The company may experience adverse effects from international operations due to compliance with foreign laws and potential trade restrictions [123]. - Cultural differences may impact product performance in international markets, necessitating modifications to content and pricing strategies [124]. - 39.5% of the company's net revenue for the fiscal year ended March 31, 2025, was earned outside the U.S. [200]. - The company faces risks related to fluctuations in foreign currency exchange rates, especially in jurisdictions like Turkey, which could adversely affect operating results [200]. - The company recognized foreign currency exchange transaction losses of $22.6 million, $28.6 million, and $31.8 million for the fiscal years ended March 31, 2025, 2024, and 2023, respectively [314]. - As of March 31, 2025, the company had $97.0 million of forward contracts outstanding to buy foreign currencies and $299.8 million to sell foreign currencies, all with maturities of less than one year [315]. - A hypothetical 10% increase in the value of the U.S. dollar against all currencies would decrease revenue by 4.0%, while a 10% decrease would increase revenue by 4.0% [315]. Strategic Initiatives and Growth - The company is continuing to execute growth initiatives in Asia, particularly in expanding its online gaming presence in China [200]. - The company has divested certain products and services that no longer align with long-term strategies, which may affect operating results and financial condition [122]. - Major world events, such as the Russia-Ukraine war, could decrease demand for products and services, impacting business operations [125]. - Catastrophic events and climate change may disrupt the company's operations and adversely affect its financial condition and operating results [207]. - The company may be restricted from taking actions beneficial to its interests due to covenants in its debt agreements [166]. - The company may face legal proceedings that could disrupt operations and have a material adverse effect on its business and financial condition [211].

Financial Performance - Total sales for the first quarter of fiscal 2025 were $39.9 billion, a 9.4% increase from the same period in fiscal 2024[1] - Net earnings for the first quarter of fiscal 2025 were $3.4 billion, or $3.45 per diluted share, compared to $3.6 billion, or $3.63 per diluted share in the prior year[1][2] - Comparable sales for the first quarter of fiscal 2025 decreased by 0.3%, while comparable sales in the U.S. increased by 0.2%[1] - Adjusted diluted earnings per share are expected to decline approximately 2% from $15.24 in fiscal 2024[3] - The diluted earnings per share (GAAP) decreased by 5.0% to $3.45 from $3.63 year-over-year[24] - The adjusted diluted earnings per share (Non-GAAP) was $3.56, down 3.0% from $3.67 in the previous year[24] - Net earnings for the three months ended May 4, 2025, were $3,433 million, a decrease of 4.6% compared to $3,600 million for the same period in 2024[17] Sales and Store Operations - The company reaffirms its fiscal 2025 guidance, projecting total sales growth of approximately 2.8% and comparable sales growth of approximately 1.0%[3] - The company plans to open approximately 13 new stores in fiscal 2025[3] - Customer transactions increased by 2.1% to 394.8 million in the first quarter of fiscal 2025[12] - The company operated a total of 2,350 retail stores and over 790 branches at the end of the first quarter[5] Margins and Earnings - The gross margin for the first quarter of fiscal 2025 was approximately 33.4%[3] - The operating margin (GAAP) for the quarter was 12.9%, a decrease from 13.9% in the same quarter last year[21] - The company expects an approximate 40 basis point impact on adjusted operating margin guidance for fiscal 2025 due to acquired intangible asset amortization[22] Cash Flow and Investments - Cash flows from operating activities totaled $4,325 million, down from $5,497 million, indicating a decline of 21.3%[17] - The company reported a net cash used in investing activities of $931 million, compared to $830 million in the prior year[17] - Cash dividends paid were $2,286 million, slightly up from $2,229 million, representing a 2.6% increase[17] - Cash and cash equivalents at the end of the period were $1,369 million, down from $4,264 million at the end of the same period last year[17] Assets - Total assets increased to $99.2 billion as of May 4, 2025, compared to $79.2 billion a year earlier[15] - Adjusted operating income for the same period was $5,272 million, reflecting a 2.7% increase from $5,131 million in the prior year[21]

Financial Results - TEN Holdings, Inc. reported financial results for Q1 2025 on May 20, 2025[4] - The press release detailing the financial results is included as Exhibit 99.1[5] Company Classification - The company is classified as an emerging growth company[3]

Financial Performance - For the three months ended March 31, 2025, the company reported revenue of $739,000, a decrease of 34.4% compared to $1,128,000 in the same period of 2024[11]. - The company's net loss for the three months ended March 31, 2025, was $4,836,000, compared to a net loss of $405,000 for the same period in 2024, representing an increase in loss of 1,092.6%[11]. - Total revenue for the three months ended March 31, 2025, was approximately $739 thousand, a decrease of 34.4% compared to $1,128 thousand for the same period in 2024[114]. - The net loss for the three months ended March 31, 2025, was approximately $4.840 million, compared to a net loss of $0.405 million in the same period in 2024, representing an increase in loss of over 1,100%[202]. - Adjusted EBITDA for the three months ended March 31, 2025, was $(1,170) thousand, compared to $(387) thousand in 2024[131]. Assets and Liabilities - Total current assets increased to $2,888,000 as of March 31, 2025, from $1,787,000 as of December 31, 2024, reflecting a growth of 61.8%[9]. - The company's total assets reached $10,794,000 as of March 31, 2025, compared to $6,424,000 as of December 31, 2024, indicating a 68.5% increase[9]. - Stockholders' equity improved to $4,918,000 as of March 31, 2025, from a deficit of $1,600,000 as of December 31, 2024[9]. - The company had a working capital deficit of $2,506,000 as of March 31, 2025, raising concerns about its ability to continue as a going concern[26]. - As of March 31, 2025, total short-term loans amounted to $4,002,000, a decrease from $5,617,000 as of December 31, 2024[84]. Operating Expenses - The company incurred operating expenses of $5,315,000 for the three months ended March 31, 2025, significantly higher than $1,219,000 for the same period in 2024, marking a 336.5% increase[11]. - SG&A expenses increased by $3,960 thousand, or 328.4%, to $5,166 thousand, largely due to stock compensation expenses of $3,513 thousand related to employee stock options[124]. - The company anticipates overall operating expenses to continue increasing due to business expansion and being a newly public company, which may exceed current expectations[202]. Cash Flow - Cash and cash equivalents at the end of the period were $247,000, up from $48,000 at the beginning of the period, representing a 414.6% increase[15]. - The company reported a net cash used in operating activities of $6,785,000 for the three months ended March 31, 2025, compared to $581,000 for the same period in 2024[16]. - Net cash provided by financing activities increased to $7,257 thousand for the three months ended March 31, 2025, compared to $917 thousand in 2024, primarily due to proceeds from the issuance of shares[137]. Revenue Sources - Revenue from virtual and hybrid events accounted for approximately 96.5% of total revenue in Q1 2025, generating about $713 thousand, down from $1,081 thousand in Q1 2024[114]. - The Company operates as one segment with revenue types including Hybrid, Virtual, and Physical events, indicating a diversified revenue stream[39]. - The Company recognized revenue of $147 million and $275 million from deferred revenue during the three months ended March 31, 2025 and 2024, respectively[62]. Customer and Supplier Concentration - For the three months ended March 31, 2025, two customers accounted for approximately 54% and 18% of total revenue, respectively, compared to 66% and 16% for the same period in 2024[181]. - The company relies on a limited number of suppliers, with three suppliers accounting for approximately 22%, 11%, and 11% of total purchases for the three months ended March 31, 2025[183]. Future Plans and Risks - The company plans to consider obtaining additional financing through equity or debt financing to support its operations and growth[27]. - The company plans to incorporate AI technologies into its products, with initial enhancements expected in the second quarter of 2025[172]. - The company may pursue acquisitions, investments, and strategic partnerships to enhance competitiveness, but these actions could divert management's attention and increase operational risks[199]. - Economic downturns and geopolitical conditions may reduce customer demand, adversely affecting revenue and cash flows[203]. - The company faces risks related to compliance with evolving laws and regulations concerning privacy and data protection, which could result in significant fines and liability[206]. Legal and Compliance - The company has no material legal proceedings currently but anticipates potential future claims arising in the ordinary course of business[160]. - The company does not carry key person insurance for senior management, which could pose risks if key personnel leave[196]. Technology and Operations - The company utilizes AI for multi-language captioning and transcription features on its Xyvid Pro Platform[172]. - The company plans to improve platform features and incorporate emerging technologies to enhance service offerings, which may increase operational complexity[194]. - The company has not experienced significant interruptions in services due to errors or defects, but future interruptions may occur if errors are not detected and corrected[174].

IPO and Fundraising - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of $10.00 per unit[168]. - The underwriters partially exercised their over-allotment option, purchasing an additional 221,000 units, increasing total proceeds[168]. - The Company also raised $3,577,000 from a private placement of 3,576,900 warrants at approximately $1.00 per warrant[169]. - Transaction costs for the IPO amounted to $4,019,087, including $2,710,500 in underwriting commissions[170]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities[172]. Business Combination and Merger Agreement - The Company must complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[173]. - The Merger Agreement with Xiaoyu Dida Interconnect International Limited was entered into on December 17, 2024, involving a two-step merger process[156]. - At the Merger 1 Effective Time, each share of Class A common stock will be exchanged for one Class A ordinary share of Xiaoyu Dida[159]. - The Merger Agreement includes customary representations and warranties, and the obligations to consummate the merger are subject to certain closing conditions[162]. - The Company extended the period to complete an initial business combination until June 22, 2024, with a deposit of $542,100 into the Trust Account[182]. Financial Condition and Liquidity - The Company has a working capital deficit of $3,848,205 as of March 31, 2025, with cash of only $1,264[201]. - The Company has not generated any revenues to date and does not expect to until after completing a business combination[202]. - The Company can extend the Combination Period up to twelve times for one month each by depositing $75,000 for each extension[184]. - If the Company fails to complete a business combination by June 22, 2025, it will redeem Class A common stock at a per-share price based on the Trust Account balance[198]. - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the business combination is not completed[199]. Expenses and Loans - The Company has incurred expenses related to being a public entity and expects to continue incurring such expenses[202]. - The Company had $2,551,100 of outstanding Working Capital Loans from its Sponsor as of March 31, 2025, which are to be repaid upon consummation of a business combination[203]. - The Company withdrew $1,031,029 of interest and dividend income from the Trust Account during the year ended December 31, 2024, for tax liabilities[205]. - The Company expects to replenish $126,150 used for general operating expenses via a Working Capital Loan from its Sponsor[205]. - The Company received $1,923,100 in Working Capital Loans from the Sponsor during the year ended December 31, 2024, with $856,100 utilized for working capital needs[236]. Tax Liabilities and Redemptions - The Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356 on June 18, 2024, incurring an excise tax liability of $301,944 related to these redemptions[229]. - The Company incurred $301,944 in excise tax liability as of both March 31, 2025, and December 31, 2024, related to stock redemptions[229]. - The Company confirmed that it will not utilize any funds from the trust account to pay any excise tax related to stock redemptions[228]. Operational Status and Future Outlook - The Company has engaged in no operations since inception and has only conducted activities necessary for the IPO and identifying a target company[202]. - As of March 31, 2025, the Company had cash equivalents in the Trust Account amounting to $30,666,039, which will be used to complete its initial business combination[204]. - For the three months ended March 31, 2025, the Company reported a net loss of $59,229, primarily due to $314,815 in formation and operating costs and $60,896 in income tax expense[211]. - The Company is required to complete an initial business combination by June 22, 2025, or face mandatory liquidation[207]. - The Company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not consummated by June 22, 2025[208]. Sponsor and Related Party Transactions - The Sponsor is liable to the Company if claims reduce the Trust Account funds below $10.30 per Public Share[200]. - The Sponsor purchased 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, generating $3,449,500 in proceeds[232]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, totaling $30,000 for the three months ended March 31, 2025[239]. - The Company had $551,100 and $195,100 included in Promissory notes – related party as of March 31, 2025, and December 31, 2024, respectively[238]. - The Sponsor forfeited an aggregate of 373,750 Founder Shares, resulting in a total of 1,495,000 Founder Shares held by the Sponsor and directors[230].

IPO and Fundraising - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of $10.00 per unit[168]. - The underwriters partially exercised their over-allotment option, purchasing an additional 221,000 units, increasing total proceeds[168]. - The Company also raised $3,577,000 from a private placement of 3,576,900 warrants at approximately $1.00 per warrant[169]. - Transaction costs for the IPO amounted to $4,019,087, including $2,710,500 in underwriting commissions[170]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities[172]. Business Combination and Merger Agreement - The Company must complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[173]. - The Merger Agreement with Xiaoyu Dida Interconnect International Limited was entered into on December 17, 2024, involving a two-step merger process[156]. - At the Merger 1 Effective Time, each share of Class A common stock will be exchanged for one Class A ordinary share of Xiaoyu Dida[159]. - The Merger Agreement includes customary representations and warranties, and the obligations to consummate the merger are subject to certain closing conditions[162]. - The Company extended the period to complete an initial business combination until June 22, 2024, with a deposit of $542,100 into the Trust Account[182]. Financial Position and Performance - Approximately $30.2 million (approximately $10.97 per share) was redeemed from the Trust Account by stockholders holding 2,752,307 Public Shares[185]. - The Company has a working capital deficit of $3,848,205 as of March 31, 2025, with cash of $1,264[201]. - The Company has not generated any revenues to date and does not expect to until after completing a business combination[202]. - The Company can extend the Combination Period up to an additional twelve times for one month each time, with a $75,000 deposit required for each extension[184]. - If the Company fails to complete a business combination by June 22, 2025, it will redeem Class A common stock at a per-share price based on the Trust Account balance[198]. Risks and Concerns - The Company is subject to various risks, including economic uncertainties and elevated inflation, which may impact its ability to complete a business combination[154]. - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the business combination is not completed[199]. - The Sponsor is liable to the Company if claims reduce the Trust Account funds below $10.30 per Public Share[200]. - The Company’s financial statements raise substantial doubt about its ability to continue as a going concern if a business combination is not completed by June 22, 2025[208]. - The Company may need to raise additional capital through loans or investments if it cannot complete a business combination by the deadline[209]. Expenses and Liabilities - The Company has incurred expenses related to being a public entity and expects to continue incurring such expenses[202]. - The Company had $2,551,100 of outstanding Working Capital Loans from its Sponsor as of March 31, 2025, which are to be repaid upon consummation of a business combination[203]. - The Company withdrew $1,031,029 of interest and dividend income from the Trust Account during the year ended December 31, 2024, for tax liabilities[205]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, totaling $30,000 for the three months ended March 31, 2025[239]. - As of March 31, 2025, amounts due to the Sponsor under the Administrative Support Agreement totaled $212,180[239]. Tax and Regulatory Matters - The Company is subject to a 1% excise tax on stock repurchases occurring after January 1, 2023, based on the fair market value of shares repurchased[226]. - On June 18, 2024, the Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356, incurring an excise tax liability of $301,944 related to these redemptions[229]. - The excise tax liability totaled $301,944 as of both March 31, 2025 and December 31, 2024[229]. Accounting and Financial Reporting - The Company is currently evaluating the potential impact of recently issued accounting standards on its financial statements[222]. - Formation and operating costs decreased in Q1 2025 compared to Q1 2024, primarily due to reduced accounting and legal expenses[212]. - For the three months ended March 31, 2025, the Company reported a net loss of $59,229, primarily due to formation and operating costs of $314,815 and income tax expense of $60,896[211].

Financial Performance - Total net revenues for Q1 2025 were RMB7.00 billion (US$965.1 million), representing a 24% year-over-year increase[5] - Total net revenues for the three months ended March 31, 2025, were RMB 7,003,248, a decrease of 9.4% compared to RMB 7,734,161 in the previous quarter[31] - Gross profit rose by 58% year-over-year to RMB2.54 billion (US$349.9 million), with a gross profit margin of 36.3%[5] - Gross profit for the three months ended March 31, 2025, was RMB 2,539,098, compared to RMB 2,788,216 in the previous quarter, reflecting a gross margin of 36.3%[31] - Adjusted net profit for Q1 2025 was RMB361.5 million (US$49.8 million), compared to an adjusted net loss of RMB455.9 million in Q1 2024[16] - The net loss attributable to Bilibili Inc.'s shareholders for the three months ended March 31, 2025, was RMB 9,102, compared to a profit of RMB 89,960 in the previous quarter[31] User Engagement - Daily Active Users (DAUs) reached 107 million, while Monthly Active Users (MAUs) hit 368 million, with an average user age of 26[4] - Average daily time spent per user was 108 minutes, and monthly paying users reached an all-time high of 32 million[4] Revenue Breakdown - Advertising revenues increased by 20% year-over-year to RMB2.00 billion (US$275.3 million)[5] - Advertising revenue decreased by 16.3% to RMB 1,997,635 from RMB 2,388,673 in the previous quarter[31] - Mobile games revenues surged by 76% year-over-year to RMB1.73 billion (US$238.6 million)[5] - Value-added services (VAS) revenue was RMB 2,807,340, down 8.9% from RMB 3,083,071 in the previous quarter[31] Operating Expenses and Cash Flow - Total operating expenses increased by 4% year-over-year to RMB2.52 billion (US$347.8 million)[10] - Operating expenses totaled RMB 2,524,090, a decrease of 5.2% from RMB 2,661,775 in the previous quarter[31] - Operating cash flow was RMB1.30 billion (US$179.4 million), up from RMB637.7 million in the same period of 2024[18] - Net cash provided by operating activities was RMB 1,302,095 for the three months ended March 31, 2025, compared to RMB 1,400,988 in the previous quarter[37] Assets and Liabilities - Cash and cash equivalents, time deposits, and short-term investments totaled RMB17.40 billion (US$2.40 billion) as of March 31, 2025[18] - Total current assets increased to RMB 20,579,392 as of March 31, 2025, from RMB 19,756,055 as of December 31, 2024[35] - Total liabilities rose to RMB 18,900,142 as of March 31, 2025, compared to RMB 18,594,587 as of December 31, 2024[35] Share Information - The weighted average number of ordinary shares, basic, was 420,086,397 for the three months ended March 31, 2025, an increase from 417,829,038 in the previous quarter[39]

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________to___________________________ Commission File Number: 001-42545 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or Apimeds Pharmaceuticals US, Inc. (Exact name of registrant as specifie ...

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $227,688, with operating costs of $273,943 and interest income of $86,251 from investments held in the Trust Account [140]. - For the three months ended March 31, 2024, the company achieved a net income of $1,139,101, driven by interest income of $1,565,317, offset by operating costs of $213,567 [141]. IPO and Trust Account - The company completed its IPO on June 16, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit [142]. - Following the IPO, a total of $116,725,000 was placed in the Trust Account, with IPO-related costs amounting to $5,368,092 [143]. - As of March 31, 2025, the company held investments in the Trust Account totaling $8,251,810, including $622,018 of interest income [146]. - The company intends to use substantially all funds in the Trust Account to complete the Initial Business Combination, with remaining proceeds allocated for working capital [147]. Liquidity and Financial Position - As of March 31, 2025, the company had cash of $923,433 and restricted cash of $356,657, primarily for evaluating target businesses and due diligence [148]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [153]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements [152]. - As of March 31, 2025, 739,881 shares of Class A common stock are presented at redemption value as temporary equity, amounting to $8,147,290 [159].

Financial Performance - As of March 31, 2025, the company reported a net income of $8,697, consisting of interest earned on marketable securities and bank interest income of $187,180, offset by formation and operating costs of $178,483[101]. - For the three months ended March 31, 2024, the company had a net income of $349,241, with bank interest income of $678,480, formation and operating costs of $236,926, and an unrealized loss on investments of $92,316[102]. Capital Raising - The company raised gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit, along with an additional $3,900,000 from the sale of 390,000 Private Units[103]. - Following the full exercise of the over-allotment option, the total amount placed in the trust account was $70,380,000, which may be used to complete the initial business combination[105]. Assets and Liabilities - As of March 31, 2025, the company had marketable securities in the trust account amounting to $18,407,880, consisting of U.S. government securities with a maturity of 185 days or less[106]. - The company reported a working capital deficit of $2,089,118 as of March 31, 2025, raising substantial doubt about its ability to continue as a going concern[110]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of March 31, 2025[111]. Business Operations - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination[99]. - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with the search for a business combination target[100]. - The company has engaged EBC as an advisor for its business combination, agreeing to pay a service fee of 3.5% of the gross proceeds of the IPO upon consummation of the initial business combination[115].