Financial Performance - The company reported a net loss of $17,335 for the three months ended June 30, 2025, compared to a net income of $138,280 for the same period in 2024, indicating a significant decline in performance [14]. - For the three months ended June 30, 2025, the net loss was $17,335,000 compared to a net income of $138,280,000 for the same period in 2024 [72]. - For the six months ended June 30, 2025, the net loss was $78,078,000 compared to a net income of $280,625,000 for the same period in 2024 [72]. - The basic and diluted net loss per ordinary share for the three months ended June 30, 2025, was $0.31, while for the same period in 2024, it was $(0.03) [72]. - The basic and diluted net income per ordinary share for the six months ended June 30, 2025, was $0.10, compared to $(0.02) for the same period in 2024 [72]. Assets and Liabilities - As of June 30, 2025, total assets amounted to $4,728,543, an increase from $4,642,664 as of December 31, 2024, representing a growth of approximately 1.85% [12]. - Total current liabilities increased to $601,676 as of June 30, 2025, from $437,719 as of December 31, 2024, marking an increase of about 37.4% [12]. - The accumulated deficit increased to $7,452,710 as of June 30, 2025, from $7,280,411 as of December 31, 2024, indicating a rise of about 2.4% [12]. - As of June 30, 2025, the Company had cash of $147,832 and a working capital deficit of $452,710 [52]. - As of June 30, 2025, the Company held investments in the Trust Account valued at $4,579,577, reflecting a fair value measurement [110]. Business 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 [23]. - The Company has until August 5, 2027, to consummate a Business Combination, or it will trigger an automatic winding up and liquidation [53]. - The Company has not yet selected a specific Business Combination target and intends to use cash from the IPO and private placement for this purpose [130]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of a Business Combination [131]. IPO and Financing - The company raised gross proceeds of $200,000,000 from its IPO, which was completed on May 5, 2022 [24]. - The Company completed its IPO on May 5, 2022, selling 20,000,000 Units at a price of $10.00 per Unit [78]. - The Company raised $203,500,000 from its IPO, with net proceeds placed in a Trust Account for investment in U.S. government securities [27]. - The Sponsor agreed to loan the Company up to $160,000 and $152,000 for working capital purposes, both loans being non-interest bearing [40]. - The Sponsor agreed to loan the Company an aggregate of up to $500,000 for various expenses and working capital purposes [49]. Shareholder Actions - As of August 1, 2023, 18,003,605 Class A ordinary shares were tendered for redemption, with a total redemption value of $190,703,967 [34]. - On July 30, 2025, shareholders approved an extension of the deadline to August 5, 2027, providing a total of 63 months from the IPO for a Business Combination [46]. - At the 2025 EGM, shareholders approved the Extension Amendment Proposal, allowing the company to extend the deadline for a business combination to August 5, 2027 [139]. - 344,384 Class A ordinary shares were redeemed for approximately $4,078,485 following the shareholders' vote at the 2025 EGM [140]. Regulatory and Compliance - The Company received a Delisting Letter from Nasdaq on September 13, 2024, due to non-compliance with the minimum 400 total shareholders requirement [38]. - Trading in the Company's securities was suspended on Nasdaq on September 24, 2024, and is now quoted on OTC markets [39]. - The Company engaged FundCertify CPA Professional Corporation as its independent registered public accounting firm for the fiscal year ending December 31, 2025 [48]. - There were no changes in the internal control over financial reporting that materially affected the Company's financial reporting during the most recent fiscal quarter [171]. - The Company is not currently a party to any material litigation or legal proceedings that could materially affect its business or financial condition [173]. Miscellaneous - The Company has provisions for Public Shareholders to redeem shares for a pro rata portion of the Trust Account, initially anticipated at $10.175 per share [28]. - The Company has not experienced losses on cash accounts that may exceed the Federal Depository Insurance Corporation limit of $250,000 [62]. - The Company has not had any dilutive securities that could potentially be exercised or converted into ordinary shares as of June 30, 2025 [71]. - The Company has no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 [74]. - The Company is not subject to income taxes in the British Virgin Islands, resulting in a tax provision of zero for the periods presented [75].
A SPAC II Acquisition (ASCB) - 2025 Q2 - Quarterly Report