Financial Performance - For the nine months ended September 30, 2025, net income was $961,651, down from $2,108,102 for the same period in 2024, representing a decrease of about 54%[12] - The company reported a loss from operations of $585,170 for the nine months ended September 30, 2025, compared to a loss of $662,765 for the same period in 2024, indicating an improvement of approximately 12%[12] - Basic and diluted net income per ordinary share subject to possible redemption was $0.15 for the nine months ended September 30, 2025, compared to $0.23 for the same period in 2024, a decrease of about 35%[12] - The company generated interest income of $1,546,821 from cash held in trust for the nine months ended September 30, 2025, down from $2,770,867 for the same period in 2024, a decrease of approximately 44%[16] - The net cash used in operating activities for the nine months ended September 30, 2025, was $521,868, compared to $477,158 for the same period in 2024, indicating an increase of about 9%[16] - The company has incurred formation and operational costs of $585,170 for the nine months ended September 30, 2025, compared to $662,765 for the same period in 2024[97] Assets and Liabilities - As of September 30, 2025, total assets amounted to $45,468,518, a decrease from $73,814,933 as of December 31, 2024, reflecting a decline of approximately 38%[10] - Cash held in the Trust Account decreased to $45,443,570 as of September 30, 2025, from $73,784,549 as of December 31, 2024, a decline of about 38%[10] - The company had total current liabilities of $2,774,428 as of September 30, 2025, significantly higher than $816,994 as of December 31, 2024, marking an increase of approximately 239%[10] - As of September 30, 2025, the accumulated deficit increased to $(3,439,693) from $(1,476,823) as of December 31, 2024, reflecting a deterioration of approximately 133%[10] - As of September 30, 2025, the cash balance was $2,979, a decrease from $28,208 as of December 31, 2024[47] - As of September 30, 2025, the Company had $45,443,570 in its Trust Account and a working capital deficit of $2,749,480[37] Initial Public Offering and Financing - The Company completed its Initial Public Offering on December 6, 2023, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[21] - The Company completed a private placement of 332,000 units at $10.00 per unit, generating total gross proceeds of $3,320,000[22] - Following the Initial Public Offering, $69,690,000 was placed in a Trust Account, held as cash or invested in U.S. government securities[23] - The underwriters received a cash underwriting discount of $1,380,000 for the Initial Public Offering, with a deferred fee of $690,000 upon closing of a business combination[81] - The Company granted Spartan Capital Securities, LLC a right of first refusal for future equity and debt offerings for a period of 12 months from the closing of a business combination[82] - The Company incurred $1,380,000 in underwriting discounts and $550,000 in other costs related to the IPO[117] Business Combination and Future Plans - The Company has until December 6, 2025, to complete a business combination, having extended the period twelve times[35] - The Company must complete a business combination by December 6, 2025, with the option to extend the deadline up to twelve times by one month each time[67] - The company expects to close the business combination with United Hydrogen in early 2026, subject to various conditions including shareholder approvals and regulatory clearances[95] - The Company will cease operations and liquidate if it fails to complete a business combination within the specified period[40] Shareholder Information - Shareholders can redeem Public Shares for a pro rata portion of the Trust Account, initially valued at $10.10 per share[25] - As of September 30, 2025, 3,995,733 ordinary shares were subject to possible redemption, valued at redemption amount as temporary equity[49] - A total of 2,904,267 shares were redeemed at approximately $10.77 per share, totaling around $31.27 million[73] - As of September 30, 2025, there were 2,126,000 ordinary shares issued and outstanding, excluding 3,995,733 shares subject to possible redemption[74] Management and Operations - The Company has not engaged in any operations or generated any revenue to date, with all activities focused on preparing for the IPO and identifying a target company for a business combination[96] - The company’s management has expressed substantial doubt about its ability to continue as a going concern if it fails to complete a business combination within the prescribed time[101] - The Company has not drawn any amounts under Working Capital Loans as of September 30, 2025[38] - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2025[102][103] Tax and Regulatory Matters - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[42] - The Company is exempt from income taxes in the Cayman Islands and the United States, resulting in no provision for income taxes for the three and nine months ended September 30, 2025, and 2024[52] - The Company has not recognized any unrecognized tax benefits as of September 30, 2025, and December 31, 2024[51] Trust Account and Related Agreements - The fair value of cash held in the Trust Account was $45,443,570 as of September 30, 2025, categorized as Level 1 in the fair value hierarchy[59] - The Sponsor has agreed to cover any claims that reduce the Trust Account below $10.10 per share, except for certain third-party claims[30] - On February 6, 2025, the Company amended the Trust Agreement, adjusting the extension fee to $150,000 for all outstanding Public Shares for each monthly extension[68] - As of September 30, 2025, the note payable balance was $1,655,400, reflecting the total amount due for extensions[68] - The total amount due to a related company was $826,419 as of September 30, 2025, for administrative services and IPO-related costs[70] - The Company agreed to pay the Sponsor $10,000 per month for administrative services, with an unpaid balance of $210,000 as of September 30, 2025[71]
Aimei Health Technology(AFJK) - 2025 Q3 - Quarterly Report