A SPAC I Acquisition (ASCA) - 2023 Q2 - Quarterly Report

Financial Performance - Net income for the three months ended June 30, 2023, was $85,497, compared to a net loss of $28,536 for the same period in 2022, indicating a positive turnaround [11]. - Basic and diluted net income per share for the three months ended June 30, 2023, was $0.08, compared to $0.09 for the same period in 2022 [11]. - As of June 30, 2023, the company reported a net income of $137,617, a significant improvement compared to a net loss of $182,035 in 2022 [19]. - The Company reported a net loss of $425,808 for the three months ended June 30, 2023, compared to a net loss of $210,575 for the same period in 2022 [61]. - For the six months ended June 30, 2023, the Company reported a net loss of $3,332,036, with a basic and diluted net loss per ordinary share of $0.34 [63]. Assets and Liabilities - Total current assets decreased to $38,673,481 from $70,786,433, representing a decline of approximately 45.5% [9]. - Total liabilities increased to $3,892,062 from $2,465,000, reflecting a rise of approximately 57.8% [10]. - Retained earnings (accumulated deficit) as of June 30, 2023, stood at $(3,699,108), compared to $498,400 at the end of 2022, indicating a significant deterioration in equity [10]. - Total shareholders' equity (deficit) decreased to $(3,699,108) from $984,373, marking a decline of approximately 474% [10]. - Total current liabilities increased to $3,892,062 from $2,465,000, reflecting a rise of approximately 57.8% [10]. Cash Flow and Investments - The company experienced a net cash used in operating activities of $513,011 for the period, compared to $471,577 in the previous year [19]. - Cash flows from investing activities included a cash withdrawal of $33,677,630 from the Trust Account to pay public shareholder redemptions [19]. - The company had a balance of $121,569 in cash at the end of the period, compared to $110,265 at the end of the previous year [19]. - The Trust Account held $38,480,527 in cash and investments, primarily in money market funds investing in U.S. government securities [51]. - The Company corrected its previously reported cash flows to reflect $33,677,630 withdrawn from the trust account for public shareholder redemptions [110]. IPO and Financing - The company generated gross proceeds of $60,000,000 from its IPO, with an additional $2,875,000 from the private placement of warrants [23]. - Total offering costs amounted to $4,918,415, which included $1,380,000 in cash underwriting fees and $2,415,000 in deferred underwriting fees [25]. - The underwriters exercised their over-allotment option to purchase 900,000 Units, generating additional gross proceeds of $9,000,000 [88]. - The Company issued unsecured promissory notes totaling $500,000 to the Sponsor, which are convertible into warrants at $1.00 per warrant [37]. - The Company has received loans from NewGen totaling $560,000 to fund operational expenses and extend the Business Combination period [36]. Business Combination and Operations - The Company has not commenced any operations as of June 30, 2023, and will not generate operating revenues until after completing a Business Combination [22]. - The Company will provide Public Shareholders the opportunity to redeem their shares for a pro rata portion of the Trust Account upon completion of a Business Combination [26]. - The Company has until October 17, 2023, to complete a Business Combination, failing which it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account, estimated at $10.10 per share [30]. - The Company has extended the deadline for completing a Business Combination multiple times, with 3,272,305 Class A ordinary shares tendered for redemption during the last extension [33]. - Management has raised substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed within the Combination Period [42]. Shareholder Information - Basic and diluted weighted average shares outstanding for the three months ended June 30, 2023, were 3,627,695, down from 6,900,000 in the same period of 2022 [11]. - The Company has authorized the issuance of 1,000,000 preference shares, but as of June 30, 2023, none were issued or outstanding [91]. - The Company issued 2,300,000 Class A ordinary shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.01 per share [77]. - As of June 30, 2023, there were 1,794,000 Class A ordinary shares outstanding, excluding 3,627,695 Class A ordinary shares subject to possible redemption [92]. - The Class B ordinary share will automatically be canceled at the time of the initial Business Combination, with only one share remaining outstanding as of June 30, 2023 [93]. Accounting and Compliance - The Company has adopted an accretion method for redeemable shares, fully accreted to redemption value on February 28, 2023 [58]. - The Company has not experienced losses on cash accounts exceeding the Federal Depository Insurance Corporation limit as of June 30, 2023 [52]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of June 30, 2023 [70]. - The Company has not opted out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies [48]. - The Company’s disclosure controls and procedures were evaluated as effective as of June 30, 2023 [157].