Financial Performance - The net loss for the three months ended March 31, 2025, was $60,743, compared to a net income of $142,345 for the same period in 2024[14]. - Interest income for the three months ended March 31, 2025, was $48,035, significantly lower than $290,996 in the prior year[14]. - Basic and diluted net loss per share for Class A and Class B ordinary shares not subject to redemption was $(0.02) for both periods ended March 31, 2025, and 2024[14]. - The net loss including accretion of ordinary shares to redemption value was $107,712 for Q1 2025, compared to a loss of $143,267 in Q1 2024[75]. - The Company had a net loss of $60,743 for the three months ended March 31, 2025, with general and administrative expenses of $108,778 and interest income of $48,035[150]. Assets and Liabilities - As of March 31, 2025, total assets amounted to $4,560,695, a decrease from $4,642,664 as of December 31, 2024[12]. - Current liabilities were $416,493, down from $437,719 as of December 31, 2024, with accounts payable and accrued expenses at $258,655[12]. - Cash at the end of the period was $12,598, a significant decrease from $252,438 at the end of March 2024[20]. - As of March 31, 2025, the accumulated deficit increased to $(7,388,123) from $(7,280,411) as of December 31, 2024[12]. - As of March 31, 2025, the Company had cash of $12,598 and a working capital deficit of $388,123[53]. Business Combination and Operations - The company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[23]. - The Company has until August 5, 2027, to consummate a Business Combination, failing which it will trigger an automatic winding up, dissolution, and liquidation[54]. - The Company has not yet selected a specific business combination target and does not expect to generate operating revenue until after the completion of its initial business combination[134]. - The Company expects to incur increased expenses due to being a public company and for due diligence related to searching for a business combination[149]. Shareholder Actions and Amendments - On August 1, 2023, shareholders approved the Second Charter Amendment, allowing the Company to extend the Combination Period to August 5, 2024, with 18,003,605 Class A ordinary shares redeemed for a total value of $190,703,967[35]. - On July 23, 2024, the Third Charter Amendment was approved, extending the deadline for a business combination to August 5, 2025, with 1,608,417 Class A ordinary shares redeemed for a total value of $18,165,082.19[38]. - At the 2025 EGM, shareholders approved the Extension Amendment Proposal to extend the deadline for consummating a business combination by 24 months to August 5, 2027[125]. Loans and Financing - The Sponsor agreed to loan the Company up to $500,000 on October 17, 2025, for various expenses, with the loan being convertible into warrants at $1.00 per warrant[51]. - The Sponsor agreed to loan the Company an aggregate of up to $160,000 on December 9, 2024, and additional loans of $152,000 and $500,000 on July 14, 2025, and October 17, 2025, respectively[53]. - The Sponsor has agreed to loan the Company up to $160,000, $152,000, and $500,000 on different dates for various expenses and working capital purposes[166][167]. IPO and Securities - The IPO generated gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[24]. - The Company completed an IPO on May 5, 2022, selling 20,000,000 units at $10.00 per unit, generating gross proceeds of $200 million[81]. - The sponsor purchased 8,966,000 private placement warrants at $1.00 each, totaling $8,966,000, which were added to the IPO proceeds held in the Trust Account[82]. - The Company completed a Private Placement of 8,966,000 Private Placement Warrants at $1.00 each, generating total proceeds of $8,966,000[152]. Compliance and Regulatory Issues - The Company received a Delisting Letter from Nasdaq on September 13, 2024, indicating non-compliance with the minimum 400 total shareholders requirement[39]. - Trading in the Company's securities was suspended on Nasdaq on September 24, 2024, with securities now quoted on OTC markets[40]. - The financial statements do not include adjustments that might result from the Company's inability to continue as a going concern[54]. General and Administrative Expenses - General and administrative expenses for the three months ended March 31, 2025, were $108,778, down from $148,651 in the same period of 2024[118]. - The Company incurred significant professional costs to remain publicly traded and requires additional financing, with no current commitments for such financing[54]. - The Company has incurred significant professional costs and transaction costs, requiring additional financing to pursue a business combination[160].
A SPAC II Acquisition (ASCB) - 2025 Q1 - Quarterly Report