Financial Performance - As of June 30, 2025, the company reported a net income of $58,716, consisting of interest earned on investments held in the Trust Account of $185,332, offset by operating costs of $126,616[167]. - For the three months ended June 30, 2024, the company had a net income of $168,692, with interest earned on investments held in the Trust Account amounting to $634,492, offset by general and administrative expenses of $465,800[168]. Cash and Working Capital - The company had cash of $92,661 and a working capital deficit of $4,652,885 as of June 30, 2025[169]. - Shareholders redeemed 15,799,245 Class A ordinary shares for $167,831,206, leaving approximately $65.7 million in the Trust Account after redemptions[158]. - In the June 2024 Meeting, shareholders redeemed 4,343,316 Class A ordinary shares for $49,900,380, resulting in a Trust Account balance of approximately $22,444,007[161]. IPO and Trust Account - The company generated gross proceeds of $220,099,630 from the sale of 20,000,000 Units at a price of $10.00 per Unit during its IPO[152]. - Following the IPO, the company placed $226,702,619 in the Trust Account, which was invested in U.S. government securities[156]. Business Operations and Compliance - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[166]. - The company received a notice from Nasdaq regarding non-compliance with listing rules, leading to trading suspension on March 11, 2025[165]. - The company has until March 3, 2026, to complete a Business Combination or face mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[170]. - Management believes the company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from the Annual Report[170]. Financial Arrangements and Liabilities - The company has no off-balance sheet financing arrangements as of June 30, 2025, and does not participate in transactions that create relationships with variable interest entities[171]. - The underwriters are entitled to a deferred underwriting commission of $8,105,480 from the closing of the IPO, payable only if a Business Combination is completed[172]. - The company has no long-term debt, capital lease obligations, or long-term liabilities other than the Contribution Notes and June 2024 Note[172]. Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[173]. - The only critical accounting estimate involves the value of the conversion feature of the company's promissory notes[176]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting uncertain future events outside the company's control[178]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years[175]. - The actual results could differ significantly from estimates made by management due to future confirming events[177].
Valuence Merger I(VMCA) - 2025 Q2 - Quarterly Report