Financial Performance - The net loss for the nine months ended September 30, 2025, was $134,658, compared to a net income of $215,882 for the same period in 2024[13]. - For the three months ended September 30, 2025, the net loss was $56,580, compared to a net loss of $64,743 for the same period in 2024, indicating an improvement of approximately 12.5%[71]. - The basic and diluted net loss per ordinary share for the three months ended September 30, 2025, was $0.11, while for the same period in 2024, it was $(0.01)[71]. - The basic and diluted net income per ordinary share for the nine months ended September 30, 2025, was $0.32, compared to $(0.04) for the same period in 2024[71]. - Cash used in operating activities for the nine months ended September 30, 2025, was $313,564, with a net loss of $134,658[142]. - The Company reported general and administrative expenses of $78,428, compared to $195,662 for the same period in 2024, reflecting a decrease of approximately 60%[115]. Assets and Liabilities - As of September 30, 2025, total assets amounted to $654,159, compared to $4,642,664 as of December 31, 2024, indicating a significant decrease[11]. - Current liabilities increased to $662,357 from $437,719 in the previous period, primarily due to an increase in accounts payable and accrued expenses[11]. - As of September 30, 2025, the accumulated deficit increased to $(7,530,490) from $(7,280,411) at the end of 2024[11]. - As of September 30, 2025, the Company had cash of $50,633 and a working capital deficit of $530,490[50]. - As of September 30, 2025, there was $293,054 outstanding under the 2024 Note and July 2025 Note combined[85]. - The Company had cash of $50,633 outside the Trust Account as of September 30, 2025, with a working capital deficit of $530,490[148]. IPO and Financing - The IPO generated gross proceeds of $200,000,000 from the sale of 20,000,000 units at an offering price of $10.00 per unit[21]. - Transaction costs for the IPO totaled $13,150,218, including $3,380,000 in underwriting fees and $7,000,000 in deferred underwriting fees[22]. - The Company completed an IPO of 20,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000[139]. - A Private Placement of 8,966,000 warrants was executed at $1.00 per warrant, resulting in total proceeds of $8,966,000[140]. - The Sponsor agreed to loan the Company up to $160,000 on December 9, 2024, and up to $152,000 on July 14, 2025, for working capital purposes[40]. - The Sponsor agreed to loan the Company up to $500,000 under a non-interest bearing promissory note for working capital purposes[48]. Business Operations - The company had not commenced any operations as of September 30, 2025, and all activities were related to its formation and search for a business combination target[20]. - The Company has not generated any operating revenues and will only do so after completing its initial business combination[20]. - The Company expects to incur significant costs related to being a public company and for due diligence expenses in connection with searching for a Business Combination[136]. - The Company has until August 5, 2027, to consummate a Business Combination, or it will trigger an automatic winding up and liquidation[148]. - The Company has not experienced losses on cash accounts exceeding the FDIC limit of $250,000 as of September 30, 2025[60]. Shareholder and Governance - Following the Share Exchange on December 7, 2023, the Sponsor held approximately 68.1% of the Company's outstanding Class A ordinary shares[36]. - The Company filed an Information Statement on July 15, 2025, notifying shareholders of a change in the majority of the board of directors[41]. - On July 28, 2025, Yip Tsz Yan was appointed as Chief Executive Officer, Chief Financial Officer, and Chairman of the Board[42]. - The Company’s shareholders approved an extension to consummate a business combination until August 5, 2027, during the extraordinary general meeting held on July 30, 2025[130]. Market and Trading - 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’s securities were suspended from trading on Nasdaq on September 24, 2024, and are now quoted in the Over-the-Counter market[124]. Accounting and Compliance - The Company engaged FundCertify CPA Professional Corporation as its independent registered public accounting firm for the fiscal year ending December 31, 2025[47]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay compliance with new financial accounting standards[55]. - The Company adopted ASU 2023-09 effective January 1, 2025, which did not impact its financial position or results of operations[75]. - The Company has no off-balance sheet financing arrangements as of September 30, 2025[150].
A SPAC II Acquisition (ASCB) - 2025 Q3 - Quarterly Report