ner Growth Acquisition 2(TRON) - 2025 Q2 - Quarterly Report

Financial Performance - For the three months ended June 30, 2025, the company reported a net loss of $64,922 compared to a net income of $69,448 for the same period in 2024, indicating a significant shift in performance[12]. - The loss from operations for the six months ended June 30, 2025, was $11,965, a decrease from $573,770 for the same period in 2024, showing a reduction of approximately 98%[12]. - The basic and diluted net income (loss) per Class A redeemable ordinary share for the three months ended June 30, 2025, was $(0.01), compared to $0.01 for the same period in 2024[12]. - The Company reported a net income (loss) per share of $(0.01) for the three months ended June 30, 2025, and $0.01 for the six months ended June 30, 2025[75]. - For the six months ended June 30, 2025, the Company had a net income of $52,742, largely due to a reduction in warrant liabilities[165]. Assets and Liabilities - As of June 30, 2025, total assets amounted to $185,287,000, an increase from $182,240,000 as of December 31, 2024, reflecting a growth of approximately 1.4%[9]. - Total liabilities decreased from $217,506,000 as of December 31, 2024, to $167,811,000 as of June 30, 2025, representing a reduction of about 22.8%[10]. - The Company had cash and marketable securities held in the trust account amounting to $185,287,000 as of June 30, 2025, compared to $182,240,000 as of December 31, 2024[9]. - As of June 30, 2025, the Company had $0 in operating bank accounts, $185,287 in the Trust Account, and a working capital deficit of $44,489[49]. - The Company has a working capital deficiency and other adverse financial trends that raise substantial doubt about its ability to continue as a going concern for one year following the issuance of its financial statements[51]. Business Combination and Operations - The company has not commenced any operations as of June 30, 2025, and will not generate operating revenues until after completing its initial business combination[21]. - The Company intends to focus on businesses in the technology industries primarily located in the United States for its business combination[20]. - The Company must complete a Business Combination by December 31, 2025, or it will cease operations and redeem Public Shares[47]. - The Company is actively pursuing new business combination opportunities following the termination of a previous Letter of Intent with a food tech platform[31]. - The Company has not entered into any definitive agreements for a Business Combination as of June 30, 2025, and thus no stock-based compensation expense has been recognized[87]. Shareholder Activity - Shareholders redeemed 11,093,735 Class A ordinary shares for a total of $111,062,537, averaging approximately $10.01 per share during the June 2022 Extraordinary General Meeting[32]. - The Company accepted 4,101,830 Class A ordinary shares in the 2022 Tender Offer at a purchase price of $10.21 per share, totaling $41,879,684[34]. - Shareholders redeemed 1,407,653 Class A ordinary shares for $16,309,778, averaging approximately $11.59 per share during the March 2024 Extraordinary General Meeting[40]. - Shareholders redeemed 437,513 Class A ordinary shares, resulting in redemption payments totaling $5,238,525, or approximately $11.97 per share[44]. - Shareholders approved a further extension to complete a business combination until December 31, 2025, with 437,513 Class A ordinary shares redeemed for $5,238,525, or approximately $11.97 per share[154]. Initial Public Offering (IPO) - The initial public offering generated gross proceeds of $185,000,000, with 18,500,000 units sold at $10.00 per unit[23]. - Transaction costs for the Initial Public Offering amounted to $10,873,351, including $3,700,000 in underwriting fees and $6,475,000 in deferred underwriting fees[25]. - Following the IPO, $185,000,000 was placed in a Trust Account, invested in U.S. government securities with a maturity of 185 days or less[26]. - The Company generated gross proceeds of $185,000,000 from its Initial Public Offering, with offering costs amounting to approximately $698,351[133]. - The underwriters received underwriting discounts totaling $3,700,000 for the Initial Public Offering, with an additional deferred fee of $6,475,000[178]. Warrant Liabilities - The Company reported a change in fair value of warrant liabilities resulting in a loss of $61,661 for the three months ended June 30, 2025[12]. - The total warrant liabilities decreased from $184,982 as of December 31, 2024, to $123,322 as of June 30, 2025, representing a decline of approximately 33.3%[119]. - The Public Warrants were valued at $0.02 per warrant as of June 30, 2025, with an aggregate value of approximately $123,322, down from $0.03 per warrant and $184,982 as of December 31, 2024, indicating a decrease of about 33.3%[123]. - The Public Warrants will become exercisable at $11.50 per share 30 days after the completion of a Business Combination[100]. - The Company has issued a total of 11,116,666.67 warrants in connection with the Initial Public Offering, classified as liabilities[99]. Compliance and Regulatory Matters - The Company received a notice from Nasdaq indicating non-compliance with the minimum 300 public holders requirement, but later demonstrated compliance[44]. - The Company is evaluating options for over-the-counter trading and potential future re-listing after being delisted from Nasdaq[152]. - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to the lack of qualified SEC reporting professionals[194]. - Management intends to improve disclosure controls and procedures by enhancing the review process for complex securities and related accounting standards[194]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the internal control[195]. Tax and Accounting Matters - The Company has not recognized any unrecognized tax benefits as of June 30, 2025, and December 31, 2024[70]. - The Cayman Islands government imposes no income tax on the Company, and therefore, income taxes are not reflected in the financial statements[71]. - The Company is currently evaluating the impact of ASU 2023-09 on its financial statements, which will require more detailed income tax disclosures effective after December 15, 2024[80]. - The Company has established valuation allowances for deferred tax assets when necessary, to reduce them to the amount expected to be realized[70]. - The Company is evaluating the impact of new accounting standards issued by the FASB, including ASU 2023-09, effective for fiscal years beginning after December 15, 2024[187].