Financial Performance - For the three months ended June 30, 2024, the net income was $138,280 compared to $2,271,521 for the same period in 2023, representing a decrease of approximately 93.9%[13] - Interest income for the three months ended June 30, 2024, was $291,730, significantly lower than $2,496,231 for the same period in 2023, indicating a decrease of about 88.3%[13] - The Company reported a net loss of $150,504 for the six months ended June 30, 2024, compared to a net loss of $214,948 for the same period in 2023[62] - The Company’s net income (loss) per share for the six months ended June 30, 2024, was $0.12, compared to a loss of $(0.02) for the same period in 2023[58] Expenses and Liabilities - General and administrative expenses for the three months ended June 30, 2024, were $153,450, down from $224,710 in the same period of 2023, indicating a reduction of about 31.7%[13] - The total liabilities as of June 30, 2024, amounted to $7,198,132, slightly up from $7,157,354 as of December 31, 2023, reflecting an increase of approximately 0.6%[10] - The accumulated deficit increased to $(6,974,489) as of June 30, 2024, compared to $(6,680,718) at the end of 2023, marking a decline of about 4.4%[11] - The total shareholders' deficit as of June 30, 2024, was $(6,974,489), compared to $(6,680,718) as of December 31, 2023, reflecting an increase of approximately 4.4%[11] Cash and Working Capital - The cash balance at the end of the period on June 30, 2024, was $168,597, down from $707,116 at the end of June 30, 2023, representing a decrease of approximately 76.1%[20] - As of June 30, 2024, the Company had cash of $168,597 and a working capital of $25,511[41] - The net cash used in operating activities for the three months ended June 30, 2024, was $(273,550), compared to $(356,721) for the same period in 2023, indicating an improvement of approximately 23.2%[20] IPO and Shareholder Information - The Company raised gross proceeds of $200,000,000 from its IPO by selling 20,000,000 units at an offering price of $10.00 per unit[24] - Transaction costs related to the IPO amounted to $13,150,218, including $3,380,000 in underwriting fees and $7,000,000 in deferred underwriting fees[25] - The Company placed $203,500,000 from the net offering proceeds into a Trust Account, which will be invested in U.S. government securities[27] - On August 1, 2023, shareholders approved an extension for completing a business combination to August 5, 2024, with 18,003,605 Class A ordinary shares redeemed for $190,703,967[35] Business Combination and Compliance - The Company has until August 5, 2025, to complete a Business Combination, failing which a mandatory liquidation will occur[41] - The Company has until August 5, 2025, to complete a Business Combination, but Nasdaq rules require completion within 36 months of the IPO, raising concerns about potential delisting[43] - The Company received a notice from Nasdaq on December 11, 2023, for failing to meet the $50,000,000 market value requirement for continued listing[36] Share Structure and Warrants - Following a Share Exchange on December 7, 2023, there were 7,196,395 Class A ordinary shares and 100,000 Class B ordinary shares outstanding[38] - The basic and diluted weighted average shares outstanding for Class A ordinary shares subject to possible redemption was 1,996,395 for both June 30, 2024, and June 30, 2023[13] - The Class A ordinary shares subject to possible redemption as of June 30, 2024, amount to $22,470,081, reflecting a remeasurement of carrying value[71] - There were 9,999,989 Public Warrants outstanding as of June 30, 2024, with an exercise price of $11.50 per share[92] Risk Factors and Future Outlook - The Company has incurred significant professional costs related to remaining publicly traded and pursuing a Business Combination, raising doubts about its ability to continue as a going concern[42] - The impact of geopolitical events, including the conflict in Ukraine and Israel, may adversely affect the Company's ability to complete a Business Combination[45] - The Company has not experienced losses related to credit risk from cash accounts exceeding the FDIC limit of $250,000 as of June 30, 2024[53] Accounting and Internal Controls - The Company’s financial statements reflect all necessary adjustments for fair presentation, but interim results may not indicate future performance[47] - The company evaluated the effectiveness of its disclosure controls and procedures as of June 30, 2024, concluding they were effective[140] - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[142] - The Company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[48]
A SPAC II Acquisition (ASCB) - 2024 Q2 - Quarterly Report