UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-41323 SOLIDION TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) | Delaware | 87-1993879 | | --- ...

Financial Performance - The Company generated total revenue of $93,549 for the three months ended March 31, 2024, compared to nil revenue for the same period in 2025, resulting in net losses of $5,705,098 and $14,020,050 respectively[172]. - Revenue decreased by $93,549 during the three months ended March 31, 2025, compared to the same period in 2024, primarily due to cost reduction measures including employee furloughs[225]. - The net loss for the three months ended March 31, 2025, was $(14,020,050), compared to $(5,705,098) in the same period in 2024, reflecting an increase in loss of $2,083,098[225]. - The company incurred net losses of $14,020,050 and $5,705,098 for Q1 2025 and Q1 2024, respectively, with an accumulated deficit of $135,428,605 as of March 31, 2025[241]. Operating Expenses - Total operating expenses were $2,806,705 for the three months ended March 31, 2025, down from $3,764,880 in the same period in 2024, reflecting a reduction of $958,175[225]. - Cost of revenue decreased by $621,239 during the three months ended March 31, 2025, attributed to a decrease of approximately $468,000 in direct labor and job costs and $120,000 in overhead[226]. - Research and development expenses decreased by $581,932 during the three months ended March 31, 2025, mainly due to lower personnel costs from the furlough of employees[227]. - Selling and marketing expenses increased by $197,747 during Q1 2025 compared to Q1 2024, primarily due to a $230,000 increase in professional and consulting expenses[228]. - General and administrative expenses decreased by $573,990 during Q1 2025 compared to Q1 2024, driven by a $512,000 decrease in payroll costs[229]. Cash Flow and Financing Activities - Cash and cash equivalents decreased to $70,937 as of March 31, 2025, down from $209,337 as of December 31, 2024[240]. - Net cash used in operating activities was $1,927,792 for Q1 2025, a decrease from $2,093,442 in Q1 2024[250]. - Net cash provided by financing activities was $2,539,392 for Q1 2025, compared to $176,627 in Q1 2024[253]. Debt and Liabilities - The operating loss for the three months ended March 31, 2025, included $10,398,050 of non-cash interest expense recognized on remeasurement of preferred stock liability[172]. - The company recorded a loss on extinguishment of debt amounting to $(3,386,416) during the three months ended March 31, 2025[225]. - Interest expense decreased significantly by $998,382, from $(1,191,862) in the three months ended March 31, 2024, to $(193,480) in the same period in 2025[225]. - Interest expense decreased by $998,382 during Q1 2025 compared to Q1 2024, primarily due to lower debt balances[230]. Investments and Commitments - The Company has entered into a commitment letter with Trumar Capital LLC to acquire a controlling interest in a defense-tech company and a SaaS startup, with the first stage of investment completed at $1.5 million[186][187]. - The Company entered into a convertible facility with Supply@ME Capital Plc with a capacity of up to $5.15 million, of which $150,000 was funded as of March 31, 2025[189]. - The Company issued a $525,000 face amount secured promissory note to Agile Capital Funding for a capital infusion of $500,000, requiring weekly repayments totaling $756,000[196]. - The Company issued a $227,700 face amount convertible promissory note to 1800 Diagonal Lending LLC for a capital infusion of $188,000, with additional financing of up to $2,275,000 expected[197]. Compliance and Regulatory Issues - As of March 31, 2025, the Company was in default under its lease, resulting in a default judgment against the Company in the amount of $409,278[176]. - The Company received a Notice of Noncompliance from NYSE Regulation for not maintaining stockholders' equity of $2.0 million or more, with a compliance plan due by May 29, 2025[179][180]. - The company anticipates incurring net losses for the foreseeable future and raises substantial doubt about its ability to continue as a going concern[242]. Other Financial Metrics - The company recorded a gain on the sale of intellectual property intangible assets at $8,961,872 during the three months ended March 31, 2025[225]. - The company recorded a gain of $127,300 on the change in fair value of warrant liabilities during Q1 2025, compared to a gain of $3,311 in Q1 2024[232]. - EBITDA excludes certain recurring, non-cash charges, and does not reflect cash requirements for asset replacements or new capital expenditures[267]. - Free cash flow does not account for the impact of equity or debt raises, debt repayments, or dividends paid[267]. Accounting Policies - There have been no significant changes to the company's accounting policies during the three months ended March 31, 2025[266]. - As of March 31, 2025, the company has no off-balance sheet arrangements, obligations, assets, or liabilities[263]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[263]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[270].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 29, 2025, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[104]. - An additional 3 million units were sold through the over-allotment option, generating an extra $30 million in gross proceeds[106]. - The total amount placed in the trust account after the IPO and private placements was $231,150,000[115]. - The company incurred transaction costs of $8,898,201 related to the IPO, including $1,150,000 in cash underwriting fees[117]. - The underwriters received a cash underwriting discount of $1,150,000, which is 0.5% of the gross proceeds from the Initial Public Offering[126]. - A deferred fee of $6,900,000, or 3.0% of the gross proceeds from the Initial Public Offering, is contingent upon completing a business combination[126]. Financial Performance - As of March 31, 2025, the company reported a net income of $1,254,543, primarily from interest earned on cash and investments held in the trust account[112]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[111]. - Management has raised substantial doubt about the company's ability to continue as a going concern within one year due to mandatory liquidation considerations[123]. Business Operations and Plans - The company has a 15-month period to complete its initial business combination, which can be extended by up to 6 months with sponsor deposits[108]. - The company intends to use the funds in the trust account primarily for the initial business combination and related operational expenses[118]. - The company has a subscription promissory note allowing it to borrow up to $1,100,000 for working capital, which may convert into Private Placement Units[116]. Financial Obligations and Risks - As of March 31, 2025, the company has no off-balance sheet financing arrangements or obligations with unconsolidated entities[124]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for administrative services[125]. - Due to the short-term nature of these investments, the company anticipates no material exposure to interest rate risk[129]. Accounting and Compliance - The company has not identified any critical accounting estimates that could materially affect financial statements[127]. - Management believes that recently issued accounting standards will not have a material effect on the unaudited financial statements[128]. - Following the Initial Public Offering, net proceeds have been invested in U.S. government treasury obligations with a maturity of 185 days or less[129].

Financial Performance - Total revenue for Q1 2025 was $18,886,000, a decrease of 10% compared to $20,968,000 in Q1 2024[18] - Net loss for Q1 2025 was $80,691,000, compared to a net loss of $125,714,000 in Q1 2024, representing a 36% improvement[18] - For the three months ended March 31, 2025, the company reported a net loss of $80.7 million, an improvement from a net loss of $125.7 million in the same period of 2024, representing a 35.8% reduction in losses[25] - The basic and diluted loss per share for Q1 2025 was $(1.92), significantly improved from $(4.44) in Q1 2024[134] - The operating loss for the total company was $72.272 million, with Autonomy Solutions reporting a loss of $67.480 million and ATS a loss of $4.792 million[174] Expenses and Costs - Operating expenses decreased to $64,172,000 in Q1 2025, down 44% from $115,314,000 in Q1 2024[18] - Research and development expenses for Q1 2025 were $38,288,000, a decrease of 44% from $67,750,000 in Q1 2024[18] - Stock-based compensation expense totaled $19.380 million for the three months ended March 31, 2025, down from $44.465 million in 2024[160] - The company incurred $9.8 million in total charges associated with employee severance and related costs through March 31, 2025, as part of its restructuring efforts[194] Cash and Liquidity - Cash and cash equivalents decreased to $59,322,000 as of March 31, 2025, down from $82,840,000 as of December 31, 2024[16] - As of March 31, 2025, the company had total liquidity of $138.2 million, consisting of $59.3 million in cash and cash equivalents and $78.9 million in marketable securities[32] - The company utilized $44.2 million in cash for operating activities during the same period, compared to $81.2 million in the prior year, indicating a 45.6% decrease in cash used[25] Assets and Liabilities - Total assets decreased to $319,449,000 as of March 31, 2025, from $365,213,000 as of December 31, 2024[16] - Total liabilities slightly decreased to $581,119,000 as of March 31, 2025, from $586,002,000 as of December 31, 2024[16] - The company’s accumulated deficit increased to $2,193,526,000 as of March 31, 2025, compared to $2,112,835,000 as of December 31, 2024[16] Revenue Concentration - The company’s revenue is significantly concentrated, with three customers accounting for 44%, 14%, and 13% of accounts receivable as of March 31, 2025[39] - North America accounted for 79% of total revenue in Q1 2025, down from 97% in Q1 2024, while Europe and the Middle East increased to 19% from 3%[52] Acquisitions and Investments - The acquisition of EM4 was completed on March 18, 2024, for an aggregate purchase price of approximately $4.2 million in cash, with potential contingent payments of up to $6.75 million based on financial performance targets[46] - The total assets acquired from EM4 amounted to $11,016,000, with net assets acquired valued at $6,240,000 after assuming liabilities of $4,776,000[47] - The company recognized a gain of $1.5 million from the acquisition of EM4, attributed to the purchase price being lower than the estimated fair value of net assets acquired[47] Debt and Financing - The company issued $625.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2026, with interest payable semi-annually[77] - The net carrying amount of the 2026 Convertible Senior Notes was $183.236 million as of March 31, 2025, down from $201.015 million at the end of 2024[89] - The Company recognized $3.5 million in interest expense for the Senior Notes during the three months ended March 31, 2025[99] Legal and Regulatory Matters - The company intends to vigorously defend against ongoing legal matters, which are not expected to have a material adverse impact on financial results[168] Future Outlook - The company expects to continue incurring operating losses due to investments in product development and market expansion, indicating a focus on long-term growth strategies[31] - Research and Development (R&D) costs are expected to remain elevated as the company continues to invest in product enhancements and new technology development, leading to anticipated operating losses for the foreseeable future[209]

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on January 29, 2025, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[104]. - An additional 3 million units were sold through the over-allotment option, generating an extra $30 million in gross proceeds[106]. - The total amount placed in the trust account after the IPO and private placements was $231,150,000[115]. - The company incurred transaction costs of $8,898,201 related to the IPO, including $1,150,000 in cash underwriting fees[117]. - The underwriters received a cash underwriting discount of $1,150,000, which is 0.5% of the gross proceeds from the Initial Public Offering[126]. - A deferred fee of $6,900,000, or 3.0% of the gross proceeds, will be payable to underwriters upon completion of a business combination[126]. Financial Performance - As of March 31, 2025, the company reported a net income of $1,254,543, primarily from interest earned on cash and investments held in the trust account[112]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[111]. - As of March 31, 2025, the company had cash of $923, indicating limited liquidity prior to the IPO[113]. - Management has raised substantial doubt about the company's ability to continue as a going concern within one year due to mandatory liquidation considerations[123]. Business Operations and Strategy - The company has a 15-month period to complete its initial business combination, which can be extended by up to 6 months with sponsor deposits[108]. - The company intends to use funds from the trust account primarily to complete its initial business combination and for working capital of the target business[118]. Financial Obligations and Risks - As of March 31, 2025, the company has no off-balance sheet financing arrangements or obligations[124]. - The company has no long-term debt or capital lease obligations, with a monthly payment of $10,000 for administrative services[125]. - The net proceeds from the Initial Public Offering have been invested in U.S. government treasury obligations with a maturity of 185 days or less[129]. - Due to the short-term nature of these investments, the company believes there is no material exposure to interest rate risk[129]. Accounting and Reporting - The company has not identified any critical accounting estimates that could materially affect financial statements[127]. - Management believes that recently issued accounting standards will not have a material effect on financial statements[128].

Financial Performance - The company incurred net operating losses for the three months ended March 31, 2025, and 2024, with exploration expenses remaining unchanged at $0.1 million [84]. - Administrative expenses decreased from $1.0 million in Q1 2024 to $0.7 million in Q1 2025, primarily due to cost reduction efforts [85]. - Loss from discontinued operations, net of taxes, was $0.4 million for Q1 2025, a significant decrease from $3.3 million in Q1 2024 [89]. - Revenue from the sale of metals dropped to zero in Q1 2025 from $1.2 million in Q1 2024 due to the cessation of mining operations [94]. - The company anticipates cash resources will be exhausted in the first quarter of 2026 without additional cash inflows or asset sales [92]. - Higher than anticipated exploration, maintenance, general and administrative costs are a concern [101]. - Decreases in silver and gold prices may impact financial performance [102]. Assets and Liabilities - The company had current assets of approximately $4.0 million and current liabilities of approximately $4.9 million as of March 31, 2025 [91]. - The company completed the sale of Silex Argentina for $3.5 million and other properties for a total of $1.2 million in 2024 and 2025 [77]. Exploration and Projects - The company plans to formalize a joint venture agreement with Cascadero Copper Corporation to advance exploration activities on the Desierto I concession in 2025 [81]. - The company exercised its option to earn a 60% interest in the Sand Canyon project in January 2025, with no drilling planned for the year [82]. - The Company is advancing the Sarita Este/Desierto project and completing joint venture documents with Cascadero [101]. - The Sand Canyon project is also progressing with a joint venture with Golden Gryphon Explorations, Inc. [102]. Costs and Investments - The company recorded $0.2 million in care and maintenance costs for the Velardeña Properties in Q1 2025, following the suspension of mining activities [94]. - The Company plans to raise additional cash in the near-term to meet expected cash needs [101]. - The Company invests excess cash in U.S. government and investment-grade debt securities, with a nominal reduction in interest income expected from a 1% decrease in interest rates [104]. - Currency exchange fluctuations may affect costs due to expenditures in foreign currencies, primarily in Mexico and Argentina [105]. - The Company is primarily engaged in the exploration of gold, silver, zinc, lead, and other minerals, with commodity price decreases potentially impacting reserve establishment and mining capabilities [106].

Financial Performance - For the three months ended March 31, 2025, the company reported a revenue of $150 million, a decrease of 10% compared to $166.67 million in the same period of 2024[7] - The gross margin for the quarter was 35%, down from 40% in the previous year, indicating increased cost pressures[8] - Cash flow from operations for the quarter was $20 million, compared to $30 million in the same quarter last year, showing a decline of 33%[10] - The company has experienced significant fluctuations in revenue, which may continue in the future, impacting operating results[12] - Ongoing inflationary pressures have negatively impacted revenue and profitability, indicating a challenging economic environment[15] Operational Challenges - The company experienced a Days Sales Outstanding (DSO) of 45 days, an increase from 40 days year-over-year, reflecting challenges in collecting receivables[9] - The lengthy sales and approval process for new products has resulted in revenue fluctuations, potentially affecting future earnings[12] - The company expects gross margins to continue to vary over time, indicating potential challenges in maintaining sustainable margins[12] - The company relies heavily on sales to certain customers, and the loss of any major customer could significantly reduce revenue and net income[12] - The company faces risks related to managing inventory, including potential write-downs of excess or obsolete inventory[15] Strategic Initiatives - The company plans to launch two new products in Q3 2025, aiming to capture a 5% increase in market share within the next year[11] - Future guidance estimates revenue growth of 5% to 7% for the fiscal year 2025, contingent on market conditions and product launches[12] - The company is focusing on expanding its market presence in Europe, targeting a 15% increase in sales from that region by the end of 2025[13] - A strategic acquisition is planned to enhance technology capabilities, with an expected completion date in Q4 2025[14] - The company has allocated $10 million for research and development in 2025, a 20% increase from the previous year, to drive innovation[15] Economic and Market Risks - The management highlighted ongoing inflationary pressures that could impact future profitability and operational costs[16] - The company is exposed to adverse currency exchange rate fluctuations, which could harm financial results and cash flows[15] - Future issuances of additional equity securities could result in dilution of existing stockholders' equity ownership[19] - The company has recognized impairment charges related to goodwill and other intangible assets, which may recur in the future[15] - The company must continue to update and improve products to compete effectively in the telecommunications market[15]

Financial Performance - Total net sales for the three months ended March 31, 2025, were approximately $1,092,000, a decrease of approximately $614,000, or 36.0%, compared to $1,706,000 in the same period of 2024[289]. - The company’s net income (loss) for the three months ended March 31, 2025, was $(3,033,047), compared to net income of $452,839 in the same period of 2024, representing a significant decline[288]. - GAAP total net sales were $1,092,000, a decrease from $1,706,000 in 2024, representing a decline of approximately 36%[323]. - GAAP gross profit for the same period was $272,000, down from $409,000 in 2024, indicating a decrease of about 33.5%[323]. - Adjusted gross profit excluding unabsorbed overhead was $733,000 in 2025 compared to $1,071,000 in 2024, reflecting a decline of approximately 31.5%[323]. - Adjusted EBITDA for the three months ended March 31, 2025, was $(2,213,000), compared to $(1,906,000) in 2024, indicating a worsening of approximately 16.1%[327]. Sales and Marketing - Direct-to-consumer sales are conducted in 46 states, covering approximately 96.8% of the U.S. population, allowing for higher-margin sales and valuable consumer data collection[255]. - Sales and marketing expenses are anticipated to increase as the company expands its headcount and marketing campaigns[271]. - Sales and marketing expenses rose to approximately $1,315,000 in Q1 2025, an increase of $125,000 compared to $1,190,000 in Q1 2024[308]. - The Salute Series and Military DtC Spirits saw a unit sales growth of 107.8% year-over-year, while revenue growth was 76.8%, attributed to a broader selection of lower-priced products[295]. Cost Management - The cost of oak barrels has escalated by approximately 30% since early 2022, but prices began to stabilize in 2024[261]. - The company expects gross margins to fluctuate over time due to market conditions, pricing, and cost structure[270]. - The company aims to reduce unabsorbed overhead and improve gross margins by focusing on higher-margin products and optimizing production capacity[301]. - Gross profit excluding unabsorbed overhead for Q1 2025 was approximately $485,000, a decrease of 28.8% from $681,000 in Q1 2024[305]. - Gross margin excluding unabsorbed overhead increased to 67.1% in Q1 2025 from 62.8% in Q1 2024, indicating improved cost management[306]. Operational Challenges - Operating loss for the three months ended March 31, 2025, was $(2,451,177), compared to $(2,226,870) for the same period in 2024, reflecting an increase in operating expenses[288]. - The decrease in net sales of services was approximately $220,000, with third-party production sales dropping from $111,000 in Q1 2024 to $6,000 in Q1 2025, and retail services decreasing from $300,000 to $239,000[294]. - Unabsorbed overhead as a component of product cost was 56.6% in Q1 2025 compared to 54.5% in Q1 2024, indicating ongoing challenges in capacity utilization[300]. Investment and Financing - The company expects to incur additional losses and higher operating expenses as it continues to invest in inventory and assets for growth[328]. - The Silverview Loan, originally maturing on April 15, 2025, has been extended to October 25, 2026, with a fixed interest rate of 15.0% per annum[338]. - As of the IPO date (November 25, 2024), the outstanding principal balance on the Silverview Loan was $12,250,000, with approximately $1,568,000 paid towards principal, leaving an outstanding balance of approximately $10,682,000[340]. - The company expects to remain in compliance with all financial covenants in the Silverview Loan agreement after using approximately $2,375,000 of the net proceeds from the IPO to repay a portion of the loan[341]. Market Position and Growth - The craft spirits segment generated revenues of over $21.4 billion in 2023, with an estimated CAGR of 29.4% from 2024 to 2030[252]. - The craft spirits market is the fastest-growing segment of the overall $288 billion spirits market, positioning the company for significant growth opportunities[252]. - The company has developed a new sales channel in collaboration with Native American tribes, which is expected to broaden brand recognition and sales[257]. Compliance and Regulatory - The company is currently not in compliance with Nasdaq's minimum bid price requirement, with a compliance period until October 13, 2025, to regain compliance[334]. - The provision for income taxes was immaterial for both Q1 2025 and Q1 2024 due to a net loss position[316]. Miscellaneous - The company has recognized an aggregate of $2,684,395 in previously-unrecognized compensation expense for RSU awards upon completion of its IPO[273]. - The company retained a 12.2% ownership interest in Flavored Bourbon, LLC, with a guaranteed payout of $25.3 million upon a third-party sale of the brand[278]. - The company recorded a gain of $3,421,000 on the increase in fair value of its investment in Flavored Bourbon, LLC for the six months ended June 30, 2024[278]. - The company had no off-balance sheet arrangements as of March 31, 2025[352]. - The company is exposed to market risks from fluctuations in interest rates, which may adversely affect operations and financial condition[361].

Financial Performance - The company reported a net loss of $289,673 for the three months ended March 31, 2025, compared to a net income of $129,577 for the same period in 2024, indicating a significant decline in profitability[22] - The total expenses for the three months ended March 31, 2025, were $453,835, compared to $310,934 for the same period in 2024, reflecting an increase of approximately 45.9%[18] - The company’s cash flows from operating activities resulted in a net cash used of $453,155 for the three months ended March 31, 2025, compared to $282,082 for the same period in 2024, indicating a higher cash outflow[22] - The Company reported a net loss of $575,461 for the three months ended March 31, 2025, compared to a net loss of $400,511 for the same period in 2024, resulting in a basic and diluted net income (loss) per share of $(0.74) for 2025 and $(0.11) for 2024[70] Assets and Liabilities - Total current assets increased to $2,045,669 as of March 31, 2025, compared to $1,672,752 as of December 31, 2024, representing a growth of approximately 22.3%[16] - Total liabilities decreased to $10,786,213 as of March 31, 2025, from $27,894,031 as of December 31, 2024, reflecting a reduction of approximately 61.2%[16] - The company’s accumulated deficit increased to $9,372,094 as of March 31, 2025, compared to $8,855,025 as of December 31, 2024, indicating a rise of approximately 5.9%[20] - The Company has a working capital deficit of $5,290,544 as of March 31, 2025, compared to a deficit of $5,026,967 as of December 31, 2024[31][42] Cash and Investments - The company’s cash balance increased to $130,580 as of March 31, 2025, from $56,768 at the beginning of the period, marking a rise of approximately 130%[22] - The Trust Account held $117,300,000 from the Initial Public Offering, which is invested in U.S. government treasury obligations until the completion of a Business Combination[62] - The Company had $9,020,580 in an interest-bearing bank demand deposit account held in the Trust Account as of March 31, 2025[63] - The fair value of Interest-Bearing Bank Demand Deposit Account Held in Trust Account was $9,020,580 as of March 31, 2025, compared to $26,447,350 as of December 31, 2024[71] Business Combination and Future Operations - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which is expected to impact future operations and financial performance[12] - The Company has until August 18, 2025, to consummate a Business Combination, after which it will cease operations and redeem Public Shares if not completed[33] - The Company entered into a Merger Agreement with Longevity Biomedical, Inc. on September 16, 2024, which includes Target Acquisitions and a merger with Longevity as the surviving entity[36][37] - The Company intends to apply for a listing of the combined company's securities on Nasdaq following the completion of a Business Combination[80] Compliance and Regulatory Issues - The Company received a notice from Nasdaq on February 19, 2025, stating that it did not comply with Nasdaq IM-5101-2, leading to the suspension of trading on February 26, 2025[48] - The Company is subject to delisting from Nasdaq due to non-compliance with IM-5101-2, with trading expected to continue over the counter[80] - Management believes that without additional capital, the Company may not have sufficient working capital to meet its needs through the consummation of the Business Combination[43] - The Company has raised concerns about its ability to continue as a going concern until August 18, 2025, if a Business Combination is not consummated[44] Shareholder and Stock Information - The weighted average number of redeemable common stock outstanding decreased to 779,886 for the three months ended March 31, 2025, from 3,920,107 in the same period of 2024, a reduction of about 80%[18] - As of March 31, 2025, the Class A common stock subject to possible redemption amounted to $9,651,778, an increase of $571,034 from December 31, 2024[65] - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during its Initial Public Offering, with each Unit consisting of one share of Class A common stock and one redeemable warrant[83] - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of March 31, 2025[119] Financing and Capital Structure - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units on February 18, 2022[27] - The Company raised an additional $5,200,750 from the sale of 520,075 private placement units at $10.00 per unit[28] - The underwriter received a cash underwriting discount of 1.50% of the gross proceeds from the Initial Public Offering, totaling $1,725,000, and a deferred fee of 3.50%, amounting to $3,450,000[115] - The Company signed a Subscription Agreement with an Investor to issue 1,000,000 shares of Class A Common Stock at a price of $5.00 per share, contingent upon a Business Combination with Longevity[113] Operational and Administrative Expenses - The Company recorded $30,000 in administrative expenses for the three months ended March 31, 2025, related to support services[107] - The Company has outstanding Extension Loans totaling approximately $3,537,744 as of March 31, 2025, and December 31, 2024[101] - The Company aims to manage and forecast cash effectively to align costs with contractual agreements[137] - The CODM monitors formation and operational costs to ensure sufficient capital for business combinations[137]