IPO and Tender Offer - The Company completed its Initial Public Offering on June 21, 2021, raising gross proceeds of $185 million from the sale of 18,500,000 units at $10.00 per unit[109]. - A total of 4,101,830 Class A ordinary shares were validly tendered in the 2022 Tender Offer, with an aggregate purchase price of $41,879,684 at $10.21 per share[112]. - Following the 2022 Tender Offer, 3,304,435 Class A ordinary shares remained outstanding, with 1,860,214 shares subject to possible redemption[115]. - The Company redeemed 1,407,653 Class A ordinary shares in March 2024, resulting in total redemption payments of $16,309,778, or approximately $11.59 per share[118]. Business Combination and Compliance - The Company extended the deadline for consummating a business combination from March 21, 2023, to March 21, 2024, as approved by shareholders[114]. - The Company is required to complete a business combination by December 31, 2024, or face liquidation and redemption of public shares[123]. - The Company received a notice from Nasdaq regarding non-compliance with the minimum 500,000 publicly held shares requirement, with a deadline to submit a compliance plan by June 24, 2024[120]. Financial Position and Performance - As of June 30, 2024, the Company reported a working capital deficit of $4,603,960 and only $18,433 in its operating bank account[124]. - As of June 30, 2024, the Company had cash and marketable securities held in the Trust Account of $5,316,054, down from $21,200,364 as of December 31, 2023, primarily due to redemption payments to shareholders[128]. - For the three months ended June 30, 2024, the Company reported a net income of $69,448, compared to a net loss of $726,763 for the same period in 2023[129][130]. - The net loss for the six months ended June 30, 2024, was $278,302, significantly improved from a net loss of $1,765,571 for the same period in 2023[130]. - The Company is indebted to the Sponsor and its affiliates for $1,643,708 as of June 30, 2024, representing operating and formation costs paid on behalf of the Company[137]. - The Company has not generated any operating revenues until the completion of an initial Business Combination[129]. Going Concern and Financial Doubts - Management has raised substantial doubt about the Company's ability to continue as a going concern for one year from the issuance of the financial statements due to negative financial trends and working capital deficiency[127]. - The Company had $18,433 held outside the Trust Account as of June 30, 2024, used to fund operating expenses[129]. Sponsor and Loans - The Sponsor has agreed to provide Working Capital Loans, which may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant, but no such loans were outstanding as of June 30, 2024[135]. Administrative and Underwriting Fees - The Company incurred $480,000 in administrative service fees, with no expenses recognized since June 21, 2022[136]. - The underwriters of the Initial Public Offering are entitled to a total underwriting discount of $3,700,000, with an additional deferred fee of $6,475,000 payable upon completion of a Business Combination[139]. Regulatory Exemptions - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO[145]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act[145]. - The company is exempt from certain compensation disclosures required of non-emerging growth public companies under the Dodd-Frank Act[145]. - The company is not required to comply with potential Public Company Accounting Oversight Board requirements regarding mandatory audit firm rotation[145]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[146].
ner Growth Acquisition 2(TRON) - 2024 Q2 - Quarterly Report