Financial Performance - The net loss for the three months ended September 30, 2024, was $64,743 compared to a net income of $997,013 for the same period in 2023[10]. - Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.11 for the three months ended September 30, 2024, down from $0.13 in the same period of 2023[10]. - The accumulated deficit increased from $(6,680,718) in December 2023 to $(7,168,214) in September 2024, reflecting ongoing losses[9]. - The Company incurred a net loss of $64,743 for the three months ended September 30, 2024, compared to a net income of $997,013 for the same period in 2023[53]. - The total net loss, including the remeasurement of ordinary shares, was $193,725 for the three months ended September 30, 2024, compared to a loss of $282,954 for the same period in 2023[53]. - For the nine months ended September 30, 2024, the Company reported a net income of $215,882, with general and administrative expenses of $497,763 and interest income of $713,645[111]. Assets and Liabilities - Total current assets decreased from $476,636 in December 2023 to $93,002 in September 2024, primarily due to a reduction in cash from $442,147 to $72,752[8]. - Total assets decreased significantly from $22,372,321 in December 2023 to $4,526,983 in September 2024, reflecting a decline in investments held in the Trust Account from $21,895,685 to $4,433,981[8]. - Current liabilities increased from $157,354 in December 2023 to $261,216 in September 2024, indicating a rise in accounts payable and accrued expenses[8]. - The Company had a total shareholders' deficit of $(7,168,214) as of September 30, 2024, compared to $(6,680,718) in December 2023[9]. - As of September 30, 2024, the Company had cash of $72,752 and a working capital deficit of $168,214, with uncertainty regarding the ability to complete a Business Combination by the deadline[36]. IPO and Financing - The Company completed its IPO on May 5, 2022, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[17]. - Transaction costs for the IPO totaled $13,150,218, including $3,380,000 in underwriting fees and $7,000,000 in deferred underwriting fees[18]. - As of the IPO closing, $203,500,000 was placed in a Trust Account, to be invested in U.S. government securities or money market funds[20]. - The Sponsor purchased 8,966,000 Private Placement Warrants at a price of $1.00 per warrant, totaling $8,966,000[65]. - The underwriters received a cash underwriting discount of $3,380,000 upon the closing of the IPO[76]. - The underwriters are entitled to a deferred fee of $7,000,000, payable only if a Business Combination is completed[126]. Business Combination and Compliance - The company has not commenced any operations as of September 30, 2024, and will not generate operating revenues until after completing a business combination[16]. - The Company has until August 5, 2025, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[122]. - At the 2023 Extraordinary General Meeting, shareholders approved the extension of the business combination deadline to August 5, 2024, with 18,003,605 Class A ordinary shares redeemed for $190,703,967[28]. - The Company submitted a compliance plan to Nasdaq on April 29, 2024, after receiving a Non-Compliance Letter for not maintaining 400 public holders[31]. - Trading in the Company's securities was suspended on September 24, 2024, due to non-compliance with Nasdaq listing requirements[35]. - The Company received a Nasdaq notice on December 11, 2023, for failing to meet the $50 million market value requirement for continued listing[29]. Risks and Uncertainties - The Company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by August 5, 2025[37]. - The impact of the COVID-19 pandemic on the Company's search for a target company for a Business Combination remains uncertain[38]. - The ongoing military actions and economic sanctions may materially affect the Company's ability to consummate a Business Combination[39]. - The Company has significant professional costs related to remaining a publicly held reporting company and may need additional financing to complete its Business Combination[37]. Shareholder Information - 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[30]. - The Company redeemed 1,608,417 Class A ordinary shares for $18,165,082 during the extraordinary general meeting on July 23, 2024[106]. - As of September 30, 2024, the Class A ordinary shares subject to possible redemption amounted to $4,433,981[64]. - The Class B Ordinary shares will automatically convert into Class A Ordinary shares at a one-for-one basis upon the initial Business Combination[85]. - There were 20,000,000 Public Rights outstanding as of September 30, 2024[94]. Legal and Regulatory Matters - The Company is currently not subject to any material litigation or legal proceedings that could adversely affect its financial condition[133]. - The Company has identified additional risk factors in its filings, although it is not required to disclose them as a smaller reporting company[134]. - On September 13, 2024, the Company received a Delisting Letter from Nasdaq due to non-compliance with the minimum 400 total shareholders requirement[136]. - The delisting may lead to reduced liquidity and increased volatility for the Company's securities, potentially classifying them as "penny stocks"[137].
A SPAC II Acquisition (ASCB) - 2024 Q3 - Quarterly Report