ner Growth Acquisition 2(TRON) - 2023 Q1 - Quarterly Report

Financial Performance - The company had a net loss of $1,038,808 for the three months ended March 31, 2023, compared to a net income of $7,293,078 for the same period in 2022[148]. - The company incurred operating and formation costs of $500,469 for the three months ended March 31, 2023[148]. - The company has a working capital deficit of $2,888,798 as of March 31, 2023, raising substantial doubt about its ability to continue as a going concern[141]. - The company recognized $0 and $120,000 in expenses related to administrative services for the three months ended March 31, 2023, and March 31, 2022, respectively[155]. Cash and Securities - As of March 31, 2023, the company held cash and marketable securities in the Trust Account amounting to $19,815,785, a decrease from $76,123,731 as of December 31, 2022, primarily due to redemption payments[145]. - The per-share pro rata portion of the Trust Account on March 31, 2023, was approximately $10.65[137]. - The company plans to make monthly contributions to the Trust Account during the extension period, with a maximum contribution of $0.48 per share for Class A Ordinary Shares not redeemed[136]. Shareholder Actions - A total of 4,101,830 Class A ordinary shares were validly tendered in the Tender Offer, with an aggregate purchase price of $41,879,684 at $10.21 per share[132]. - Following the Tender Offer, there were 3,304,435 Class A ordinary shares issued and outstanding[132]. - The sponsor paid $25,000 for 5,031,250 Class B ordinary shares, representing 20% of the issued shares upon IPO completion[149]. - As of December 31, 2022, 4,625,000 Class B ordinary shares were outstanding after the sponsor forfeited 406,250 shares due to underwriters' partial over-allotment option[149]. - The sponsor converted 4,475,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis on March 10, 2023[149]. Business Combination and Agreements - The company extended the deadline for consummating a business combination from March 21, 2023, to March 21, 2024, which was approved by shareholders[134]. - The company has not entered into any definitive agreements for a business combination as of March 31, 2023, and thus no stock-based compensation expense has been recognized[152]. Indebtedness and Costs - The company is indebted to the Sponsor and its affiliates for $492,143, representing operating and formation costs paid on the company's behalf[142]. - Operating and formation costs paid by the sponsor on behalf of the company totaled $492,143, with $237,500 paid through December 31, 2022[156]. - The underwriters received $3,700,000 in underwriting discounts and an additional $6,475,000 in deferred commissions, contingent on completing a Business Combination[158]. - As of March 31, 2023, there were no outstanding Working Capital Loans under the arrangement with the sponsor[154]. Accounting and Regulatory Matters - The company adopted ASU 2016-13 effective January 1, 2023, with no material impact on its financial statements[161]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[164].