ner Growth Acquisition 2(TRON) - 2025 Q3 - Quarterly Report

Financial Performance - The net loss for the three months ended September 30, 2025, was $74,064 million, compared to a net income of $1,859,520 million for the same period in 2024, representing a decline in profitability[12] - For the nine months ended September 30, 2025, the company reported a net loss of $21,322 compared to a net income of $1,581,218 for the same period in 2024[16] - The Company reported a net loss of $74,064 for the three months ended September 30, 2025, primarily due to increased operating and formation costs of $174,301[175] - For the nine months ending September 30, 2025, the net loss was $21,322, with operating and formation costs amounting to $186,266[176] Assets and Liabilities - Total assets increased to $189,571 million as of September 30, 2025, compared to $182,240 million as of December 31, 2024, reflecting a growth of approximately 4.4%[8] - Current liabilities rose significantly to $224,131 million from $32,524 million, indicating a substantial increase in obligations[10] - The total liabilities increased to $248,796 million as of September 30, 2025, from $217,506 million as of December 31, 2024, indicating a rise of approximately 14.4%[10] - The total shareholders' deficit increased to $243,422 million as of September 30, 2025, from $217,506 million as of December 31, 2024[10] - As of September 30, 2025, the Company had a working capital deficit of $189,453 and only $5,374 in its operating bank account[167] Cash and Securities - Cash and marketable securities held in the trust account amounted to $184,197 million as of September 30, 2025, compared to $182,240 million as of December 31, 2024[10] - The total cash at the end of the period was $5,374, compared to $0 at the end of the same period in 2024[16] - As of September 30, 2025, cash and marketable securities held in the Trust Account totaled $184,197, with Class A ordinary shares subject to possible redemption of 741,750[173] Shareholder Activity - The company executed a bonus share issuance of 49 shares for each outstanding share on September 2, 2025, affecting all share and per-share information retroactively[10] - Shareholders redeemed 1,444,221 Class A ordinary shares for a total of $15,297,014, averaging approximately $10.59 per share, including $404,207 of earnings[37] - As of March 2024, shareholders redeemed 1,407,653 Class A ordinary shares for $16,309,778, averaging approximately $11.59 per share, leaving 4,927,561 shares outstanding[40] - In connection with the December 2024 Extension Amendment Proposal, shareholders redeemed 437,513 Class A ordinary shares for $5,238,525, averaging approximately $11.97 per share[43] Business Operations - The company has not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing its initial business combination[21] - The company intends to focus on businesses in the technology industries primarily located in the United States for its business combination[20] - The Company will cease operations and redeem Public Shares if a Business Combination is not completed by December 31, 2025[50] Compliance and Regulatory Matters - The Company received a notice from Nasdaq regarding non-compliance with the minimum public holders requirement but later demonstrated compliance[46][47] - The Company received a notice from Nasdaq regarding potential delisting due to non-compliance with the requirement to complete a business combination within 36 months of the IPO[163] - The Company is evaluating options for over-the-counter trading and potential future re-listing on exchanges after delisting from Nasdaq[48] Internal Controls and Governance - Management identified a material weakness in internal control over financial reporting due to a lack of qualified SEC reporting professionals[206] - The Company intends to improve its disclosure controls and procedures, including enhancing access to accounting literature and considering additional staff with requisite experience[206] Warrant and Share Information - The Company has accounted for 11,116,667 warrants as liabilities, subject to re-measurement at each balance sheet date[106] - The Public Warrants will become exercisable at $0.23 per share 30 days after the completion of a Business Combination[107] - The Company adjusted the terms of all outstanding warrants following a 49-for-1 bonus share issuance, allowing each warrant to purchase 50 Class A ordinary shares at an exercise price of $0.23 per share[112] - The fair value of Public Warrant liabilities decreased by $123,321 from December 31, 2024, to March 31, 2025, and further decreased by $98,657 from June 30, 2025, to September 30, 2025[136]