Financial Performance - For the three months ended March 31, 2025, the company reported revenue of $739,000, a decrease of 34.4% compared to $1,128,000 in the same period of 2024[11]. - The company's net loss for the three months ended March 31, 2025, was $4,836,000, compared to a net loss of $405,000 for the same period in 2024, representing an increase in loss of 1,092.6%[11]. - Total revenue for the three months ended March 31, 2025, was approximately $739 thousand, a decrease of 34.4% compared to $1,128 thousand for the same period in 2024[114]. - The net loss for the three months ended March 31, 2025, was approximately $4.840 million, compared to a net loss of $0.405 million in the same period in 2024, representing an increase in loss of over 1,100%[202]. - Adjusted EBITDA for the three months ended March 31, 2025, was $(1,170) thousand, compared to $(387) thousand in 2024[131]. Assets and Liabilities - Total current assets increased to $2,888,000 as of March 31, 2025, from $1,787,000 as of December 31, 2024, reflecting a growth of 61.8%[9]. - The company's total assets reached $10,794,000 as of March 31, 2025, compared to $6,424,000 as of December 31, 2024, indicating a 68.5% increase[9]. - Stockholders' equity improved to $4,918,000 as of March 31, 2025, from a deficit of $1,600,000 as of December 31, 2024[9]. - The company had a working capital deficit of $2,506,000 as of March 31, 2025, raising concerns about its ability to continue as a going concern[26]. - As of March 31, 2025, total short-term loans amounted to $4,002,000, a decrease from $5,617,000 as of December 31, 2024[84]. Operating Expenses - The company incurred operating expenses of $5,315,000 for the three months ended March 31, 2025, significantly higher than $1,219,000 for the same period in 2024, marking a 336.5% increase[11]. - SG&A expenses increased by $3,960 thousand, or 328.4%, to $5,166 thousand, largely due to stock compensation expenses of $3,513 thousand related to employee stock options[124]. - The company anticipates overall operating expenses to continue increasing due to business expansion and being a newly public company, which may exceed current expectations[202]. Cash Flow - Cash and cash equivalents at the end of the period were $247,000, up from $48,000 at the beginning of the period, representing a 414.6% increase[15]. - The company reported a net cash used in operating activities of $6,785,000 for the three months ended March 31, 2025, compared to $581,000 for the same period in 2024[16]. - Net cash provided by financing activities increased to $7,257 thousand for the three months ended March 31, 2025, compared to $917 thousand in 2024, primarily due to proceeds from the issuance of shares[137]. Revenue Sources - Revenue from virtual and hybrid events accounted for approximately 96.5% of total revenue in Q1 2025, generating about $713 thousand, down from $1,081 thousand in Q1 2024[114]. - The Company operates as one segment with revenue types including Hybrid, Virtual, and Physical events, indicating a diversified revenue stream[39]. - The Company recognized revenue of $147 million and $275 million from deferred revenue during the three months ended March 31, 2025 and 2024, respectively[62]. Customer and Supplier Concentration - For the three months ended March 31, 2025, two customers accounted for approximately 54% and 18% of total revenue, respectively, compared to 66% and 16% for the same period in 2024[181]. - The company relies on a limited number of suppliers, with three suppliers accounting for approximately 22%, 11%, and 11% of total purchases for the three months ended March 31, 2025[183]. Future Plans and Risks - The company plans to consider obtaining additional financing through equity or debt financing to support its operations and growth[27]. - The company plans to incorporate AI technologies into its products, with initial enhancements expected in the second quarter of 2025[172]. - The company may pursue acquisitions, investments, and strategic partnerships to enhance competitiveness, but these actions could divert management's attention and increase operational risks[199]. - Economic downturns and geopolitical conditions may reduce customer demand, adversely affecting revenue and cash flows[203]. - The company faces risks related to compliance with evolving laws and regulations concerning privacy and data protection, which could result in significant fines and liability[206]. Legal and Compliance - The company has no material legal proceedings currently but anticipates potential future claims arising in the ordinary course of business[160]. - The company does not carry key person insurance for senior management, which could pose risks if key personnel leave[196]. Technology and Operations - The company utilizes AI for multi-language captioning and transcription features on its Xyvid Pro Platform[172]. - The company plans to improve platform features and incorporate emerging technologies to enhance service offerings, which may increase operational complexity[194]. - The company has not experienced significant interruptions in services due to errors or defects, but future interruptions may occur if errors are not detected and corrected[174].

IPO and Fundraising - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of $10.00 per unit[168]. - The underwriters partially exercised their over-allotment option, purchasing an additional 221,000 units, increasing total proceeds[168]. - The Company also raised $3,577,000 from a private placement of 3,576,900 warrants at approximately $1.00 per warrant[169]. - Transaction costs for the IPO amounted to $4,019,087, including $2,710,500 in underwriting commissions[170]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities[172]. Business Combination and Merger Agreement - The Company must complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[173]. - The Merger Agreement with Xiaoyu Dida Interconnect International Limited was entered into on December 17, 2024, involving a two-step merger process[156]. - At the Merger 1 Effective Time, each share of Class A common stock will be exchanged for one Class A ordinary share of Xiaoyu Dida[159]. - The Merger Agreement includes customary representations and warranties, and the obligations to consummate the merger are subject to certain closing conditions[162]. - The Company extended the period to complete an initial business combination until June 22, 2024, with a deposit of $542,100 into the Trust Account[182]. Financial Position and Performance - Approximately $30.2 million (approximately $10.97 per share) was redeemed from the Trust Account by stockholders holding 2,752,307 Public Shares[185]. - The Company has a working capital deficit of $3,848,205 as of March 31, 2025, with cash of $1,264[201]. - The Company has not generated any revenues to date and does not expect to until after completing a business combination[202]. - The Company can extend the Combination Period up to an additional twelve times for one month each time, with a $75,000 deposit required for each extension[184]. - If the Company fails to complete a business combination by June 22, 2025, it will redeem Class A common stock at a per-share price based on the Trust Account balance[198]. Risks and Concerns - The Company is subject to various risks, including economic uncertainties and elevated inflation, which may impact its ability to complete a business combination[154]. - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the business combination is not completed[199]. - The Sponsor is liable to the Company if claims reduce the Trust Account funds below $10.30 per Public Share[200]. - The Company’s financial statements raise substantial doubt about its ability to continue as a going concern if a business combination is not completed by June 22, 2025[208]. - The Company may need to raise additional capital through loans or investments if it cannot complete a business combination by the deadline[209]. Expenses and Liabilities - The Company has incurred expenses related to being a public entity and expects to continue incurring such expenses[202]. - The Company had $2,551,100 of outstanding Working Capital Loans from its Sponsor as of March 31, 2025, which are to be repaid upon consummation of a business combination[203]. - The Company withdrew $1,031,029 of interest and dividend income from the Trust Account during the year ended December 31, 2024, for tax liabilities[205]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, totaling $30,000 for the three months ended March 31, 2025[239]. - As of March 31, 2025, amounts due to the Sponsor under the Administrative Support Agreement totaled $212,180[239]. Tax and Regulatory Matters - The Company is subject to a 1% excise tax on stock repurchases occurring after January 1, 2023, based on the fair market value of shares repurchased[226]. - On June 18, 2024, the Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356, incurring an excise tax liability of $301,944 related to these redemptions[229]. - The excise tax liability totaled $301,944 as of both March 31, 2025 and December 31, 2024[229]. Accounting and Financial Reporting - The Company is currently evaluating the potential impact of recently issued accounting standards on its financial statements[222]. - Formation and operating costs decreased in Q1 2025 compared to Q1 2024, primarily due to reduced accounting and legal expenses[212]. - For the three months ended March 31, 2025, the Company reported a net loss of $59,229, primarily due to formation and operating costs of $314,815 and income tax expense of $60,896[211].

IPO and Fundraising - The Company completed its IPO on March 16, 2023, raising total gross proceeds of $54,210,000 from the sale of 5,200,000 units at an offering price of $10.00 per unit[168]. - The underwriters partially exercised their over-allotment option, purchasing an additional 221,000 units, increasing total proceeds[168]. - The Company also raised $3,577,000 from a private placement of 3,576,900 warrants at approximately $1.00 per warrant[169]. - Transaction costs for the IPO amounted to $4,019,087, including $2,710,500 in underwriting commissions[170]. - Following the IPO, $55,836,300 was placed in a trust account, to be invested in U.S. government securities[172]. Business Combination and Merger Agreement - The Company must complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[173]. - The Merger Agreement with Xiaoyu Dida Interconnect International Limited was entered into on December 17, 2024, involving a two-step merger process[156]. - At the Merger 1 Effective Time, each share of Class A common stock will be exchanged for one Class A ordinary share of Xiaoyu Dida[159]. - The Merger Agreement includes customary representations and warranties, and the obligations to consummate the merger are subject to certain closing conditions[162]. - The Company extended the period to complete an initial business combination until June 22, 2024, with a deposit of $542,100 into the Trust Account[182]. Financial Condition and Liquidity - The Company has a working capital deficit of $3,848,205 as of March 31, 2025, with cash of only $1,264[201]. - The Company has not generated any revenues to date and does not expect to until after completing a business combination[202]. - The Company can extend the Combination Period up to twelve times for one month each by depositing $75,000 for each extension[184]. - If the Company fails to complete a business combination by June 22, 2025, it will redeem Class A common stock at a per-share price based on the Trust Account balance[198]. - The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account for Class B common stock if the business combination is not completed[199]. Expenses and Loans - The Company has incurred expenses related to being a public entity and expects to continue incurring such expenses[202]. - The Company had $2,551,100 of outstanding Working Capital Loans from its Sponsor as of March 31, 2025, which are to be repaid upon consummation of a business combination[203]. - The Company withdrew $1,031,029 of interest and dividend income from the Trust Account during the year ended December 31, 2024, for tax liabilities[205]. - The Company expects to replenish $126,150 used for general operating expenses via a Working Capital Loan from its Sponsor[205]. - The Company received $1,923,100 in Working Capital Loans from the Sponsor during the year ended December 31, 2024, with $856,100 utilized for working capital needs[236]. Tax Liabilities and Redemptions - The Company redeemed 2,752,307 Class A common stock shares for a total of $30,194,356 on June 18, 2024, incurring an excise tax liability of $301,944 related to these redemptions[229]. - The Company incurred $301,944 in excise tax liability as of both March 31, 2025, and December 31, 2024, related to stock redemptions[229]. - The Company confirmed that it will not utilize any funds from the trust account to pay any excise tax related to stock redemptions[228]. Operational Status and Future Outlook - The Company has engaged in no operations since inception and has only conducted activities necessary for the IPO and identifying a target company[202]. - As of March 31, 2025, the Company had cash equivalents in the Trust Account amounting to $30,666,039, which will be used to complete its initial business combination[204]. - For the three months ended March 31, 2025, the Company reported a net loss of $59,229, primarily due to $314,815 in formation and operating costs and $60,896 in income tax expense[211]. - The Company is required to complete an initial business combination by June 22, 2025, or face mandatory liquidation[207]. - The Company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not consummated by June 22, 2025[208]. Sponsor and Related Party Transactions - The Sponsor is liable to the Company if claims reduce the Trust Account funds below $10.30 per Public Share[200]. - The Sponsor purchased 3,449,500 Private Placement Warrants at a price of $1.00 per warrant, generating $3,449,500 in proceeds[232]. - The Company pays the Sponsor $10,000 per month under an administrative support agreement, totaling $30,000 for the three months ended March 31, 2025[239]. - The Company had $551,100 and $195,100 included in Promissory notes – related party as of March 31, 2025, and December 31, 2024, respectively[238]. - The Sponsor forfeited an aggregate of 373,750 Founder Shares, resulting in a total of 1,495,000 Founder Shares held by the Sponsor and directors[230].

Financial Performance - Total net revenues for Q1 2025 were RMB7.00 billion (US$965.1 million), representing a 24% year-over-year increase[5] - Total net revenues for the three months ended March 31, 2025, were RMB 7,003,248, a decrease of 9.4% compared to RMB 7,734,161 in the previous quarter[31] - Gross profit rose by 58% year-over-year to RMB2.54 billion (US$349.9 million), with a gross profit margin of 36.3%[5] - Gross profit for the three months ended March 31, 2025, was RMB 2,539,098, compared to RMB 2,788,216 in the previous quarter, reflecting a gross margin of 36.3%[31] - Adjusted net profit for Q1 2025 was RMB361.5 million (US$49.8 million), compared to an adjusted net loss of RMB455.9 million in Q1 2024[16] - The net loss attributable to Bilibili Inc.'s shareholders for the three months ended March 31, 2025, was RMB 9,102, compared to a profit of RMB 89,960 in the previous quarter[31] User Engagement - Daily Active Users (DAUs) reached 107 million, while Monthly Active Users (MAUs) hit 368 million, with an average user age of 26[4] - Average daily time spent per user was 108 minutes, and monthly paying users reached an all-time high of 32 million[4] Revenue Breakdown - Advertising revenues increased by 20% year-over-year to RMB2.00 billion (US$275.3 million)[5] - Advertising revenue decreased by 16.3% to RMB 1,997,635 from RMB 2,388,673 in the previous quarter[31] - Mobile games revenues surged by 76% year-over-year to RMB1.73 billion (US$238.6 million)[5] - Value-added services (VAS) revenue was RMB 2,807,340, down 8.9% from RMB 3,083,071 in the previous quarter[31] Operating Expenses and Cash Flow - Total operating expenses increased by 4% year-over-year to RMB2.52 billion (US$347.8 million)[10] - Operating expenses totaled RMB 2,524,090, a decrease of 5.2% from RMB 2,661,775 in the previous quarter[31] - Operating cash flow was RMB1.30 billion (US$179.4 million), up from RMB637.7 million in the same period of 2024[18] - Net cash provided by operating activities was RMB 1,302,095 for the three months ended March 31, 2025, compared to RMB 1,400,988 in the previous quarter[37] Assets and Liabilities - Cash and cash equivalents, time deposits, and short-term investments totaled RMB17.40 billion (US$2.40 billion) as of March 31, 2025[18] - Total current assets increased to RMB 20,579,392 as of March 31, 2025, from RMB 19,756,055 as of December 31, 2024[35] - Total liabilities rose to RMB 18,900,142 as of March 31, 2025, compared to RMB 18,594,587 as of December 31, 2024[35] Share Information - The weighted average number of ordinary shares, basic, was 420,086,397 for the three months ended March 31, 2025, an increase from 417,829,038 in the previous quarter[39]

☐ 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: 001-42545 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or Apimeds Pharmaceuticals US, Inc. (Exact name of registrant as specifie ...

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $227,688, with operating costs of $273,943 and interest income of $86,251 from investments held in the Trust Account [140]. - For the three months ended March 31, 2024, the company achieved a net income of $1,139,101, driven by interest income of $1,565,317, offset by operating costs of $213,567 [141]. IPO and Trust Account - The company completed its IPO on June 16, 2023, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit [142]. - Following the IPO, a total of $116,725,000 was placed in the Trust Account, with IPO-related costs amounting to $5,368,092 [143]. - As of March 31, 2025, the company held investments in the Trust Account totaling $8,251,810, including $622,018 of interest income [146]. - The company intends to use substantially all funds in the Trust Account to complete the Initial Business Combination, with remaining proceeds allocated for working capital [147]. Liquidity and Financial Position - As of March 31, 2025, the company had cash of $923,433 and restricted cash of $356,657, primarily for evaluating target businesses and due diligence [148]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [153]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern for one year from the issuance of the financial statements [152]. - As of March 31, 2025, 739,881 shares of Class A common stock are presented at redemption value as temporary equity, amounting to $8,147,290 [159].

Financial Performance - As of March 31, 2025, the company reported a net income of $8,697, consisting of interest earned on marketable securities and bank interest income of $187,180, offset by formation and operating costs of $178,483[101]. - For the three months ended March 31, 2024, the company had a net income of $349,241, with bank interest income of $678,480, formation and operating costs of $236,926, and an unrealized loss on investments of $92,316[102]. Capital Raising - The company raised gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit, along with an additional $3,900,000 from the sale of 390,000 Private Units[103]. - Following the full exercise of the over-allotment option, the total amount placed in the trust account was $70,380,000, which may be used to complete the initial business combination[105]. Assets and Liabilities - As of March 31, 2025, the company had marketable securities in the trust account amounting to $18,407,880, consisting of U.S. government securities with a maturity of 185 days or less[106]. - The company reported a working capital deficit of $2,089,118 as of March 31, 2025, raising substantial doubt about its ability to continue as a going concern[110]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of March 31, 2025[111]. Business Operations - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination[99]. - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with the search for a business combination target[100]. - The company has engaged EBC as an advisor for its business combination, agreeing to pay a service fee of 3.5% of the gross proceeds of the IPO upon consummation of the initial business combination[115].

Financial Performance - As of March 31, 2025, the company reported a net income of $8,697, consisting of interest income of $187,180, offset by formation and operating costs of $178,483[101]. - For the three months ended March 31, 2024, the company reported a net income of $349,241, with bank interest income of $678,480[102]. - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination[99]. Initial Public Offering - The company generated gross proceeds of $60,000,000 from the Initial Public Offering of 6,000,000 Units at $10.00 per Unit[103]. - Following the full exercise of the over-allotment option, the total amount placed in the trust account was $70,380,000, which is $10.20 per Unit[105]. Financial Position - As of March 31, 2025, the company had marketable securities in the trust account amounting to $18,407,880, consisting of U.S. government securities[106]. - The company has a working capital deficit of $2,089,118 as of March 31, 2025[110]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[111]. Going Concern - There is substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period[109]. Future Expectations - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with the search for a business combination target[100].

Financial Performance - Trip.com Group reported net revenue of RMB13.8 billion (US$1.9 billion) for Q1 2025, a 16% increase year-over-year and a 9% increase from the previous quarter[4]. - Total revenue for the quarter ended March 31, 2025, was RMB 13,850 million, representing a 16% increase from RMB 11,921 million in the same quarter of 2024[31]. - Net income for Q1 2025 was RMB4.3 billion (US$596 million), unchanged from Q1 2024 and up from RMB2.2 billion in the previous quarter[15]. - Net income attributable to Trip.com Group Limited for the quarter ended March 31, 2025, was RMB 4,277 million, compared to RMB 4,312 million in the same quarter of 2024, reflecting a slight decrease of 1%[33]. - Adjusted EBITDA for the quarter ended March 31, 2025, was RMB 4,247 million, with an adjusted EBITDA margin of 31%[33]. - Gross profit for the quarter ended March 31, 2025, was RMB 11,125 million, up from RMB 9,667 million in the same quarter of 2024, indicating a growth of 15%[31]. - The company reported a basic earnings per share of 6.48 for the quarter ended March 31, 2025, compared to 6.62 in the same quarter of 2024[31]. - Non-GAAP diluted income per share for the quarter ended March 31, 2025, was 5.96, compared to 6.00 in the same quarter of 2024[33]. Revenue Breakdown - Accommodation reservation revenue reached RMB5.5 billion (US$764 million), marking a 23% increase from Q1 2024 and a 7% increase from the previous quarter[5]. - Transportation ticketing revenue was RMB5.4 billion (US$747 million), an 8% increase from Q1 2024 and a 13% increase from the previous quarter[7]. - Packaged-tour revenue grew to RMB947 million (US$131 million), a 7% increase from the same period in 2024 and a 9% increase from the previous quarter[8]. - The company experienced a significant increase in transportation ticketing revenue, reaching RMB 5,418 million for the quarter ended March 31, 2025, up from RMB 5,000 million in the same quarter of 2024[31]. - International OTA platform reservations increased by over 60% year-over-year, with inbound travel bookings surging by around 100% year-over-year[6]. Expenses and Investments - Product development expenses increased by 13% to RMB3.5 billion (US$486 million), representing 25% of net revenue[11]. - Sales and marketing expenses rose by 30% to RMB3.0 billion (US$413 million), accounting for 22% of net revenue[12]. - Operating expenses for the quarter ended March 31, 2025, totaled RMB 7,562 million, a decrease of 1% from RMB 7,803 million in the previous quarter[31]. Cash and Shareholder Returns - As of March 31, 2025, cash and cash equivalents totaled RMB92.9 billion (US$12.8 billion)[18]. - The company repurchased 1.6 million ADSs for a total gross consideration of US$84 million as part of its capital return policy[19]. Other Financial Metrics - Interest income for the quarter ended March 31, 2025, was RMB 640 million, an increase from RMB 592 million in the same quarter of 2024[33]. - The weighted average diluted shares outstanding for the quarter ended March 31, 2025, was 702,144,923[33].

Financial Performance - The company reported a net loss of $307,319 for the three months ended March 31, 2025, compared to a net loss of $41,580 for the same period in 2024[169][170]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[167]. - The Company reported a working capital deficit of $5,023,786 as of March 31, 2025, with cash of $73,434 outside the Trust Account[175]. Business Combination and Mergers - The total consideration for the merger with DRIVEiT Financial Auto Group, Inc. is expected to be $100 million, payable in shares of common stock valued at $10 per share[158]. - The company plans to extend the date for completing a business combination to October 22, 2025, by making monthly deposits into the Trust Account[161]. - The Company has extended the deadline to complete a Business Combination to July 22, 2025, with monthly deposits of approximately $18,564 into the Trust Account[175]. - If a Business Combination is not completed by October 22, 2025, the Company will face mandatory liquidation and dissolution[176]. - The Company has engaged EarlyBirdCapital to assist in identifying potential target businesses for its initial business combination, with a fee of 1% of the total consideration[183]. - The Company entered into a PIPE SPA for a total investment of $8.4 million upon the closing of the Business Combination, followed by nine tranches of $5 million each[191]. Securities and Compliance - The company received a notice from Nasdaq on January 10, 2024, for not maintaining a minimum market value of listed securities of at least $50 million, with a compliance deadline of July 8, 2024[152]. - On April 21, 2025, the company was notified of its securities being delisted from Nasdaq due to failure to complete its initial business combination by April 19, 2025[154]. - An aggregate of 262,231 shares with a redemption value of approximately $2,956,394 were tendered for redemption during the August Special Meeting[161]. - The Company has entered into Non-Redemption Agreements, transferring 299,340 shares valued at approximately $446,735 to third parties in exchange for not redeeming shares[180]. Financial Obligations and Costs - The company has incurred significant costs in pursuing acquisition plans and expects increased expenses related to being a public company[150][168]. - The Company plans to pay the Sponsor $10,000 per month for administrative services, with payments deferred until the Business Combination is consummated[181]. - Upon closing of a Business Combination, underwriters will receive a cash underwriting discount of $2.3 million and a deferred fee of $4.025 million[182]. Shareholder and Stock Information - Each purchase under the PIPE SPA will result in the issuance of 601 shares of Series A Preferred Stock for the initial investment and 358 shares for each subsequent tranche[191]. - The investor has the right to purchase additional shares of preferred stock for an aggregate price of $100 million under the same terms for one year after certain conditions are met[193]. - The Company must reserve shares of Class A common stock equal to 250% of the number of shares needed for the conversion of all outstanding preferred stock[192]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments[195]. - The Company has determined that the Public Warrants and Private Warrants qualify for equity accounting treatment, recorded as additional paid-in capital upon issuance[197]. Accounting and Reporting - The Company adopted ASU 2023-09 regarding income tax disclosure, effective March 31, 2025, with no significant impact expected[199]. - Management does not anticipate that any recently issued accounting pronouncements will materially affect the financial statements[200]. - Net income per common share is calculated by dividing net income by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[198]. - The average daily trading volume of the common stock must exceed $4 million prior to the closing of the PIPE SPA[192]. IPO and Capital Raising - The Company completed its IPO on April 22, 2022, raising gross proceeds of $100 million from the sale of 10 million units at $10.00 per unit[171]. - An additional 1.5 million units were sold through the over-allotment option, generating an extra $15 million in gross proceeds[172]. - As of March 31, 2025, the Trust Account held $5,585,178 in marketable securities, which may be used to pay taxes[174].