ner Growth Acquisition 2(TRON) - 2025 Q1 - Quarterly Report

General Information 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] - The registrant is classified as a shell company, a non-accelerated filer, a smaller reporting company, and an emerging growth company[3][4] - As of July 16, 2025, the company had 4,927,561 Class A Ordinary Shares and 150,000 Class B Ordinary Shares outstanding[4] Part I - Financial Information Item 1 – Financial Statements The unaudited financial statements detail the SPAC's financial status, including trust account, deficit, net income, and going concern Unaudited Condensed Balance Sheet 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 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 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] Unaudited Condensed Statement of Cash Flows 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] - There were no cash flows from investing or financing activities in Q1 2025[16] - The cash balance at the end of the period was $0, unchanged from the beginning of the period[16] Notes to Unaudited Condensed Financial Statements 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] - 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] - 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][91][98] - The company's securities were delisted from The Nasdaq Capital Market effective August 14, 2024, for non-compliance with listing rules[44] 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 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] - 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][153] - 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][168] - The company's securities were delisted from Nasdaq on August 14, 2024, due to non-compliance with listing requirements[145] 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 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] Item 4 – Controls and Procedures 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] - The ineffectiveness is due to a material weakness related to the lack of qualified SEC reporting professionals[184] - Management intends to improve its review process for complex securities and consider hiring additional staff to remediate the weakness[184] Part II - Other Information Item 5 – Other Information 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] Item 6 – Exhibits 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] 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]