Part I. Financial Information Item 1. Financial Statements The company, a non-operational blank check entity, reported a $2.46 million net income for H1 2025 from trust account interest, with assets of $131.2 million primarily held in trust Condensed Financial Statements Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Assets | | | | Cash | $1,121,801 | $1,368,608 | | Investments in Trust Account | $129,902,367 | $127,163,421 | | Total Assets | $131,216,755 | $128,753,770 | | Liabilities & Equity | | | | Total Liabilities | $4,511,581 | $4,504,272 | | Class A Ordinary Shares subject to possible redemption | $129,902,367 | $127,163,421 | | Total Shareholders' Deficit | ($3,197,193) | ($2,913,923) | Condensed Statement of Operations (Unaudited) | Account | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--- | :--- | :--- | | General and administrative expenses | $162,835 | $305,907 | | Loss from operations | ($162,835) | ($305,907) | | Interest earned on Investments in Trust Account | $1,374,969 | $2,738,946 | | Net income | $1,222,925 | $2,455,676 | | Basic and diluted net income per share, Class A | $0.07 | $0.14 | Condensed Statement of Cash Flows (Unaudited) | Cash Flow Item | Six Months Ended June 30, 2025 | | :--- | :--- | | Net income | $2,455,676 | | Interest earned on Investments in Trust Account | ($2,738,946) | | Net cash used in operating activities | ($246,807) | | Cash - Beginning of period | $1,368,608 | | Cash - End of period | $1,121,801 | Notes to Condensed Financial Statements Notes detail the company's formation, IPO proceeds, accounting policies for redeemable shares, related party transactions, and key commitments - The Company is a blank check company formed to effect a Business Combination and has not commenced any operations as of June 30, 20252021 - On November 12, 2024, the Company consummated its IPO of 12,650,000 units at $10,00 per unit, generating gross proceeds of $126.5 million2328 - Class A Ordinary Shares subject to redemption are classified as temporary equity, with the redemption value increasing to $129.9 million as of June 30, 202554 - The Company pays an affiliate of the Sponsor $10,000 per month for office space and administrative support, totaling $60,000 for H1 202569 - The underwriters are entitled to a deferred underwriting discount of $4,427,500 payable upon the completion of the Company's initial Business Combination77 Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's non-operational status, with net income of $2.46 million for H1 2025 driven by trust interest, and sufficient working capital - The company's activities since inception have been limited to organizational activities, the IPO, and searching for a Business Combination target104108 Results of Operations Summary | Period | Net Income | Key Drivers | | :--- | :--- | :--- | | Three Months Ended June 30, 2025 | $1,222,925 | $1.37M interest income from Trust Account, offset by $162,835 in operating expenses | | Six Months Ended June 30, 2025 | $2,455,676 | $2.74M interest income from Trust Account, offset by $305,907 in operating expenses | - As of June 30, 2025, the company had $1.12 million in cash for working capital and $129.9 million in cash and investments held within the Trust Account114115 - The Sponsor may provide up to $1.5 million in Working Capital Loans, which can be converted into warrants at $1.00 per warrant upon a Business Combination117 Quantitative and Qualitative Disclosures Regarding Market Risk As a smaller reporting company, the company is not required to provide disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk130 Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025 - Based on an evaluation conducted by management, the company's principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of June 30, 2025132 Part II. Other Information Legal Proceedings The company is not aware of any material pending or contemplated litigation - There is no material litigation currently pending or contemplated against the company or its officers and directors136 Risk Factors Key risks include impacts from international trade policies and the potential for Nasdaq delisting if a business combination is not completed by November 2027 - Changes in international trade policies and tariffs could negatively impact the search for a suitable business combination target or the future performance of a post-combination company138140 - The company's securities face suspension and delisting from Nasdaq if a business combination is not completed by November 7, 2027, in accordance with Nasdaq's 36-month requirement for SPACs142143145 Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities occurred, and the use of IPO proceeds remains unchanged - There were no unregistered sales of equity securities in the reported period147 - There has been no material change in the planned use of proceeds from the IPO and Private Placement as described in the IPO Registration Statement148 Other Information No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025152 Exhibits This section lists filed exhibits, including officer certifications and Inline XBRL data files - The report includes exhibits such as CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101 series)154
Willow Lane Acquisition Corp.(WLAC) - 2025 Q2 - Quarterly Report