ASCBF 10-K & 10-Q changes, risk factors and insider trading
ASPAC II Acquisition Corp. (also ASCRF, ASCWF, ASUUF) · OTC · Blank Checks · CIK 1876716 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Our Possible Business Combination with a China-based Target”
Largest changes
“There is no restriction in the geographic location of targets that we can pursue, and we may conduct our search in China and pursue a Business Combination with a China-based Target. …”see in full comparison
“Risks Related to Our Possible Business Combination with a China-based Target”see in full comparison
“The governing PRC laws and regulations are sometimes vague and uncertain and can change quickly with little advance notice, which may result in a material change in the post-combined company’s operations, cause the value of our shares after we complete our Business Combination to significantly decline or be worthless, or substantially limit or completely hinder the post-combined company’s ability to offer or continue to offer securities to investors. …”see in full comparison
“In connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of record holder of equity interest in the VIE, including such equity interest of such record holder, may be put under court custody. As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the VIE Agreements or that the ownership by the record holder of such equity interest will be unchallenged. …”see in full comparison
“All of the VIE Agreements may be governed by and interpreted in accordance with PRC law, and disputes arising from these VIE Agreements may be resolved in court or through arbitration in China in accordance with PRC legal procedures. There are uncertainties in the PRC legal system that could limit the post-combination company’s ability to enforce the VIE Agreements. The VIE Agreements have not been widely tested in a court of law in the PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. …”see in full comparison
“VIE Agreements normally include: (i) certain power of attorney agreements, a share pledge agreement and certain loan agreements; (ii) an exclusive business cooperation agreement which allows the post-combination entity to receive substantially all of the economic benefits from the VIE; and (iii) certain exclusive option agreements and certain spouse consent letters which provide us with an exclusive option to purchase all or part of the equity interests in and/or assets of the VIE when and to the extent permitted by PRC laws (“VIE structure”). …”see in full comparison
Full comparison: every changed paragraph (24)
As a smaller reporting company, we are not required to include risk factors in this Annual Report. However, in addition to the “Risk Factors” section to the Prospectus filed with the SEC on May 3, 2022 and our Form 10-K filed with the SEC on March 27, 2025, we believe the various risks as set forth below could have a material effect on the Company and its operations. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Incorporated by reference
to the “Risk Factors” section to the Prospectus filed with the SEC on May 3, 2022.
As of December 31, 2024,2025, the
Company had $140,981$135 in cash outside of the Trust Account, and a working capital deficit of $280,411.$645,353. Further, the Company has incurred and
and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant expenses in
in connection with our initial business combination activities. Management’s plans to address any need for additional capital are discussed
discussed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
In addition,
if the Company is unable to complete a business combination by August 5, 2025 (unless extended),2027, the Company’s board
of directors would proceed to
commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance
that the Company’s plans
to consummate a business combination will be successful within the Combination Period. These factors, among
others, raise substantial
doubt about the Company’s ability to continue as a going concern. The financial statements contained elsewhere
in this Form 10-K
do not include any adjustments that might result from the outcome of this uncertainty.
WhileWith the pacegrowing of IPOsnumber of new special
purpose acquisition companies
has slowed(SPACs) downin recently,the itmarket issearching stillfor possible thattargets, attractive targets may become more scarce, and the competition
for these targets could
intensify. This could increase the cost of our initial business combination and it could even result in our inability
to find a target
or to consummate an initial business combination.
While the formation of SPACs had surged in recent years, the pace of
new SPAC IPOs has slowed down recently. Many potential targets for SPACs have already entered into initial business combinations, and
although fewer SPACs are currently entering the market, there are still companies in the pipeline preparing for public offerings or currently
in registration. As a result, fewer attractive targets may remain available to consummate an initial business combination.
InThe addition, even though the pace of IPOsnumber of new specialSPACs purposeentering
the acquisition
companiesmarket has slowedsurged downin recently,2025. competitionCompetition for available targets with strong fundamentals or business models couldis stillexpected remainto orintensify.
increase. This heightenedincreased competition may lead target companies to demand improved financial terms. Attractive targets could also become
more scarce
for other reasons, such as downturns in the economy or specific industries, geopolitical tensions, or increases in the cost
of capital
required to close business combinations or operate post-business combination. These factors could increase the cost, delay,
or complicate
our ability to find and consummate an initial business combination, and may result in our inability to consummate a business combination
combination on terms favorable to our shareholders.
Our sponsor, A SPAC II (Holdings)
Corp., a British Virgin Islands company, is controlled by Mr.Ms. AnsonYip ChanTsz andYan, Mr. Ka Wo Chan,a non-U.S. persons.person. We are therefore likely
considered a “foreign
person” under the regulations administered by CFIUS and will continue to be considered as such in the
future for so long as our
sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial
business combination
with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk
Review Modernization
Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S.
businesses and certain
acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations
that are now in force,
also subjects certain categories of investments to mandatory filings. If our potential initial business combination
with a U.S. business
falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that
we will submit a voluntary
notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS
intervention, before or after
closing the initial business combination. CFIUS may decide to block or delay our initial business combination,
impose conditions to mitigate
national security concerns with respect to such initial business combination or order us to divest all or
a portion of a U.S. business
of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or
prevent us from pursuing certain
initial business combination opportunities that we believe would otherwise be beneficial to us and our
shareholders. As a result, the
pool of potential targets with which we could complete an initial business combination may be limited and
we may be adversely affected
in terms of competing with other special purpose acquisition companies which do not have similar foreign
ownership issues.
Moreover, the process of
government government
review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business
Combination. If we cannot
complete our Business Combination by Augustthe 5,Combination 2025Period because the review process drags on beyond the
Combination Period or because our Business
Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may
be required to liquidate. If we liquidate, our
public shareholders may only receive their pro rata share of amounts held in the
Trust Account,Account (net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses), and our warrants and rights will expire
worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future
gains on your investment through any price appreciation in the
combined company.
Even though we are a blank
check company incorporated in the British Virgin Islands, aour majoritysponsor has significant ties to China and all of our officers and directors
are havelocated significant ties toin China. Accordingly,
economic, political and legal developments in the PRC may significantly affect our business and prospects.
Policies, regulations, rules,
and the enforcement of laws of the PRC government may change quickly with little advance notice, which can
have significant effects on
economic conditions in the PRC and the ability of businesses to operate profitably. If those significant ties
continue in existence following
our initial business combination, our post-combination entity’s business, financial condition and
results of operations may be subject
to changes in policies by the PRC government, including changes in laws, regulations or their interpretation,
particularly those dealing
with the internet, including censorship and other restriction on material which can be transmitted over the
internet, security, intellectual
property, money laundering, taxation and other laws that affect our post-combination entity’s ability
to operate its business.
Even though we are not a company incorporated
in China, the Sponsor has significant ties to China and a majorityall of our officers and directors haveare significantlocated ties toin China. The Chinese government
may exercise
significant oversight and discretion over the conduct of our business and may intervene in or influence its operations at
any time, which
could result in a material change in its operations and/or the value of our securities. We believe that we are currently
not required
to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the relevant PRC government agencies
decide that we
were required to obtain approval and we were denied permission from Chinese authorities to list on U.S. exchanges, we
will not be able
to continue listing on a U.S. exchange, which would materially affect the interest of our investors.
The Chinese government has
exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state
ownership. Even though we are not a company incorporated in China, the Sponsor has significant ties to China and a majorityall of our officers and
directors are located
in China. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations
of existing
regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations
or interpretations.
Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms
and to return
to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have
a significant
effect on economic conditions in China or particular regions thereof.
On July 6, 2021, the General
Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack
down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other
things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,
to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application
of the PRC securities laws. Even though we are a blank check company incorporated in the British Virgin Islands and a non-China based
issuer, our Sponsor has significant ties to China and a majorityall of our officers and directors haveare significantlocated ties toin China. Since this document is relatively
new, new,
uncertainties still exist in relation to how soon legislative or administrative regulation making bodies will respond and what existing
or new laws, regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact
such modified or new laws and regulations will have on our future business combination with a PRC based company. Therefore, CSRC and other
Chinese government agencies may exert more oversight and control over offerings that are conducted overseas. If the CSRC or another PRC
regulatory body subsequently determines that its approval is needed for our listing on Nasdaq, a business combination, the issuance of
our ordinary shares upon exercise of the rights, or maintaining our status as a publicly listed company outside China, we may face approval
delays, adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may delay
a potential business combination, impose fines and penalties, limit our acquisitions and operations of a target business in China, or
take other actions that could materially adversely affect our business, financial condition, results of operations, reputation and prospects,
as well as the trading price of our securities. As a result, both you and us face uncertainty about future actions by the PRC government
that could significantly affect our ability to offer or continue our listing on Nasdaq and cause the value of our securities to significantly
decline or be worthless.
You may experience difficulties in effecting
service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus
based on foreign laws.
It will be difficult for you or overseas regulators to conduct investigations or collect evidence within China.
We are a company incorporated
under the laws of the British Virgin Islands, and a majorityall of our directors and officers are nationals or residents of jurisdictions other
other than the United States. As a result, it may be difficult for investors to effect service of process within the United States upon
us or
these persons, or to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts against us or them, including judgments
judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
It may also
be difficult for you to enforce judgments in China, Macau, or Hong Kong that are obtained in U.S. courts based on the civil liability
liability provisions of the U.S. federal securities laws against us and our officers and directors.
Even though we are a blank
check company incorporated in the British Virgin Islands, aour majoritySponsor has significant ties to China and all of our officers and directors
are havelocated significant ties toin China. Accordingly,
our business, financial condition, results of operations, prospects and certain transactions we may
undertake may be subject, to a significant
extent, to economic, political and legal developments in China.
Risks Related to Our Possible Business Combination with a China-based Target
There is no restriction in the geographic location of targets that we can pursue, and we may conduct our search in China and pursue a Business Combination with a China-based Target. As a result, we may be subject to risks related to changes in the legal, political and economic policies of the Chinese government, and the relations between China and the United States, and risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of certain industries, regulatory review of overseas listing of PRC companies through a special purpose vehicle and the validity and enforcement of the VIE Agreements (as defined below). Due to PRC legal restrictions on foreign ownership in certain industries, neither the post-combination entity nor its subsidiaries may own any equity interest in the China-based Target’s operating entity in a restricted industry, which is known as variable interest entity, or a VIE. Instead, a series of contractual arrangements (the “VIE Agreements”) may be entered into between the VIEs, the VIEs’ founders and owners, on one side, and a PRC subsidiary of the post-combination entity, on the other side.
VIE Agreements normally include: (i) certain power of attorney agreements, a share pledge agreement and certain loan agreements; (ii) an exclusive business cooperation agreement which allows the post-combination entity to receive substantially all of the economic benefits from the VIE; and (iii) certain exclusive option agreements and certain spouse consent letters which provide us with an exclusive option to purchase all or part of the equity interests in and/or assets of the VIE when and to the extent permitted by PRC laws (“VIE structure”). The China-based Target, through VIE Agreements, can consolidate the financial results of the VIE in its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, for accounting purposes. The post-combination entity or its shareholder do not directly hold equity interests in the VIEs after the Business Combination under the VIE structure, and therefore, such corporate structure is subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet technology companies, regulatory review of oversea listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the VIE Agreements. VIE structure is also subject to the risks of uncertainty about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in the post-combined company’s operation and may cause the value of our securities of post-combination entity depreciate significantly or become worthless.
VIE structure may not be as effective as equity ownership and the company may incur substantial costs to enforce the terms of the arrangements. Since the post-combination entity and its shareholders do not directly own equity interest in VIE and the shareholders of VIE still own the shares of VIE after the Business Combination, the VIE structure has its inherent risks that may affect your investment, including less effectiveness and certainties than equity ownership and potential substantial costs to enforce the terms of the VIE Agreements. The shareholders of VIE may not act in the best interests of the post-combined company or may not perform their obligations under the VIE Agreement. If VIE or the shareholders of the VIE breach their contractual obligations under the VIE Agreements, the post-combined company may have difficulty in enforcing any rights it may have under the VIE Agreements with the VIE, its founders and owners, in PRC because all of the VIE Agreements are governed by the PRC laws and provide for the resolution of disputes through arbitration in the PRC. The post-combination entity may have to incur substantial costs and expend significant resources to enforce such VIE Agreements in reliance on legal remedies under PRC law.
In connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of record holder of equity interest in the VIE, including such equity interest of such record holder, may be put under court custody. As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the VIE Agreements or that the ownership by the record holder of such equity interest will be unchallenged. In addition, if we acquire a China-based Target through VIE Agreements, investors in our ordinary shares following a Business Combination would not hold equity interests in the VIE domiciled in China and would instead hold equity interests in a holding company. You may never hold equity interests in the VIE.
All of the VIE Agreements may be governed by and interpreted in accordance with PRC law, and disputes arising from these VIE Agreements may be resolved in court or through arbitration in China in accordance with PRC legal procedures. There are uncertainties in the PRC legal system that could limit the post-combination company’s ability to enforce the VIE Agreements. The VIE Agreements have not been widely tested in a court of law in the PRC and there remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. Furthermore, VIE Agreements may not be enforceable in China if PRC government authorities or courts take a view that such VIE Agreements contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In addition, there is uncertainty as to whether the courts in the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. In the event that the post-combined entity is unable to enforce the VIE Agreements, the post-combined entity may not be able to consolidate the financial results of the VIE through the VIE Agreements in accordance with accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS as primary beneficial for accounting purposes, and the post-combination entity may be precluded from operating the business, which will have a material adverse effect on its financial condition and results of operations. In addition, there is uncertainty as to whether the courts the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.
Although the PRC authorities do not require permission to entry of VIE Agreements, recently the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021, pursuant to which the PRC government will strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings of Chinese companies. The Opinions and any related implementing rules to be enacted may subject VIE structure to compliance requirement in the future. Given the current regulatory environment in the PRC, uncertainty of different interpretation and enforcement of the rules and regulations in the PRC may be adverse to our Business Combination with a China-based Target or the post-combined company, which may take place quickly with little advance notice.
The governing PRC laws and regulations are sometimes vague and uncertain and can change quickly with little advance notice, which may result in a material change in the post-combined company’s operations, cause the value of our shares after we complete our Business Combination to significantly decline or be worthless, or substantially limit or completely hinder the post-combined company’s ability to offer or continue to offer securities to investors. The PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, make or accept foreign investments or list on a U.S. stock exchange. The PRC government has published policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect our potential Business Combination with a PRC operating business and the business, financial condition, and results of operations of the combined company. The PRC government also initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our capability to acquire or merge with a company with major operations in China, the China-based Target’s daily business operations in China, and post-combined company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange.
The PRC government also initiated a series of regulatory actions and statements to regulate business operations in China, including adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, according to the New Measures for Cybersecurity Review (the “New Measures”) effective on February 15, 2022, network platform operators with personal information of more than one million users must apply for cybersecurity review to the Cyber Security Review Office when they go public abroad, and accordingly these companies may not be willing to list on a U.S. stock exchange or enter into a definitive business combination agreement with us. We currently face risks associated with regulatory approvals of the proposed business combination between us and the target, offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy. The Chinese government may also intervene with or influence the operations of the PRC operating entities as the government deems appropriate to further regulatory, political and societal goals at any time and may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers. Any such action, once taken by the PRC government, could result in a material change in the operations of the PRC operating entities, including our search for a PRC target business, and/or the value of our securities, and make it more difficult and costly for us to consummate a Business Combination with a China-based Target. In addition, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Changes in China’s economic, political or social conditions, as well as possible interventions and influences of any government policies and actions; as well as uncertainties with respect to the PRC legal system could have a material adverse effect on our operation and the value of our securities.
Management's Discussion & Analysis (MD&A)
Largest changes
“On September 13, 2024, the Company received a letter (“Delisting Letter”) from the Listing Qualifications Staff of Nasdaq, which stated that the Company did not comply with the minimum 400 total shareholders requirement for continued listing on the Nasdaq Global Market, and had failed to regain compliance with Nasdaq Listing Rule 5450(a)(2) during the extension period which ended on September 11, 2024.”see in full comparison
“On July 15, 2025, the Company filed with the Securities and Exchange Commission an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, notifying the Company’s shareholders of the change in the majority of the board of directors of the Company (the “Board”). On July 16, 2025, the Company mailed the Information Statement to its shareholders. Each of Malcolm F. …”see in full comparison
“On July 28, 2025, each of Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter, Minjie Mao and Serena Shie entered into an indemnity agreement with the Company, on substantially the same terms as those contained in the form filed as Exhibits 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-263890) which was filed with the Securities and Exchange Commission on March 28, 2022, as amended.”see in full comparison
“On July 23, 2024, the Company convened its extraordinary general meeting (the “2024 EGM”) at which the shareholders voted pursuant to the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on July 5, 2024 and mailed by the Company to its shareholders on or about July 8, 2024.”see in full comparison
The Company’s liquidity needs prior to the closing of IPO were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000 (see Note 5). As previously disclosed on a Current Report on Form 8-K dated May 2, 2022, on May 5, 2022, the Company consummated the IPO of 20,000,000 Units, which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one Ordinary Share, one-half of one redeemable Warrant entitling its holder to purchase one Ordinary Share at a price of $11.50 per full share and one Right to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.see in full comparison
“On July 30, 2025, the Company held its extraordinary general meeting of the shareholders (the “2025 EGM”) at which the shareholders voted on the proposal to (i) amend and restate the Company’s amended and restated memorandum and articles of association to allow ASCB to extend the date by which it has to consummate a business combination for an additional 24 months from August 5, 2025 to August 5, 2027 (the “Extension Amendment Proposal”), and (ii) allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong …”see in full comparison
Full comparison: every changed paragraph (32)
References to the “Company,” “us,” “our,” or “we” refer to A SPAC II Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes herein.
On July 23, 2024, the Company
convened its extraordinary general meeting (the “2024 EGM”) at which the shareholders voted pursuant to the definitive proxy
statement, filed by the Company with the Securities and Exchange Commission on July 5, 2024 and mailed by the Company to its shareholders
on or about July 8, 2024.
As of June 20, 2024, the record
date for the 2024 EGM, there were 7,296,395 ordinary shares outstanding and entitled to vote. At the 2024 EGM, there were 6,464,659 ordinary
shares voted by proxy or in person, representing 88.6% of the total ordinary shares as of the record date, and constituting a quorum for
the transaction of business. The shareholders approved the Extension Amendment Proposal, and the Company filed the Third Amended and Restated
Memorandum and Articles of Association (the “Third Amended Charter”) with the Registrar of Corporate Affairs at the British
Virgin Islands. Pursuant to the Third Amended Charter which is effective on July 23, 2024, the Company has up to 39 months from its initial
public offering (i.e., until August 5, 2025) to consummate an initial business combination. The Third Amended Charter was filed as an
exhibit to the Current Report on Form 8-K, filed on July 24, 2024.
In connection with the
shareholders’ vote at the 2024 EGM, 1,608,417 additional Class A ordinary shares were redeemed for $18,165,082. Immediately
after the redemption, there was approximately $4.38 million remaining in the Trust Account and Sponsor holds approximately 88.0% of
the Company’s 5,687,978 outstanding ordinary shares.
On September 13, 2024, the
Company received a letter (“Delisting Letter”) from the Listing Qualifications Staff of Nasdaq, which stated that the Company
did not comply with the minimum 400 total shareholders requirement for continued listing on the Nasdaq Global Market, and had failed to
regain compliance with Nasdaq Listing Rule 5450(a)(2) during the extension period which ended on September 11, 2024.
On December 9, 2024, the Sponsor
agreed to loan the Company an aggregate of up to $160,000 to pay for various expenses of the Company and for working capital purposes
pursuant to a promissory note (the “2024 Note”). On July 14, 2025, the Sponsor agreed to loan the Company an additional aggregate
of up to $160,000$152,000 to pay for various expenses of the Company and for working capital purposes pursuant to an unsecured promissory note
(the “July 2025 Note”). On October 17, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $500,000
to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “2024
October 2025 Note”).
All Thisthree loanloans isare non-interest bearing and payable no later than the date on which the Company consummates an initial business combination.
combination. The 2024 Note, the July 2025 Note isand the October 2025 Note are convertible into warrants having the same terms and conditions as the
Public public warrants,Warrants, at the price of $1.00
per warrant, at the option of the Sponsor. As of December 31, 2025 and December 31, 2024, there
was an aggregate of $292,068 and an aggregate of $157,838 outstanding under theall 2024three Note.notes, respectively.
On July 15, 2025, the Company filed with the Securities and Exchange Commission an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, notifying the Company’s shareholders of the change in the majority of the board of directors of the Company (the “Board”). On July 16, 2025, the Company mailed the Information Statement to its shareholders. Each of Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins tendered their resignation as director of the Company, effective as of July 28, 2025, the tenth day after the mailing of the Information Statement (the “Effective Date”). There were no disagreements between the Company and each of Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins on matters related to the Company’s operations, policies or practices.
The Company designated Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter and Minjie Mao to fill the four vacancies left by Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins, which became effective as of July 28, 2025. Additionally, as described in the Information Statement, on the Effective Date, (i) Serena Shie resigned from her position as Chief Executive Officer of the Company, (ii) Claudius Tsang resigned from his position as Chief Financial Officer of the Company, and (iii) Yip Tsz Yan was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board.
On July 28, 2025, each of Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter, Minjie Mao and Serena Shie entered into an indemnity agreement with the Company, on substantially the same terms as those contained in the form filed as Exhibits 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-263890) which was filed with the Securities and Exchange Commission on March 28, 2022, as amended.
On July 30, 2025, the Company held its extraordinary general meeting of the shareholders (the “2025 EGM”) at which the shareholders voted on the proposal to (i) amend and restate the Company’s amended and restated memorandum and articles of association to allow ASCB to extend the date by which it has to consummate a business combination for an additional 24 months from August 5, 2025 to August 5, 2027 (the “Extension Amendment Proposal”), and (ii) allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “Target Amendment Proposal”).
As of July 2, 2025, the record date for the 2025 EGM, there were 5,687,978 ordinary shares outstanding and entitled to vote. At the 2025 EGM, there were 5,329,581 ordinary shares voted by proxy or in person, representing 93.7% of the total ordinary shares as of the record date, and constituting a quorum for the transaction of business. The shareholders approved the Extension Amendment Proposal and the Target Amendment Proposal, and the Company filed the Fourth Amended and Restated Memorandum and Articles of Association (the “Fourth Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the Fourth Amended Charter which is effective on July 30, 2025, the Company has up to 63 months from its initial public offering (i.e., until August 5, 2027) to consummate an initial business combination.
In connection with the shareholders’ vote at the 2025 EGM, 344,384 Class A ordinary shares were redeemed for approximately $4,078,486.
On August 5, 2025, upon the approval of the Audit Committee of the Company’s Board of Directors, the Company dismissed Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accountants. On August 5, 2025, upon the termination of Marcum Asia as auditors of the Company and with the approval of the Audit Committee of the Company’s Board of Directors, the Company engaged FundCertify CPA Professional Corporation (“FundCertify”) as the Company’s independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2025, to re-audit the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023, and to review the Company’s unaudited interim financial statements for the quarter ended March 31, 2025, June 30, 2025 and September 30, 2025.
On October 17, 2025, Mr. Ka Wo Chan resigned from the Board effective immediately. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board.
For the year ended December 31, 2024, we had a net income of $155,060,
which consisted of general and administrative expenses amounting to $610,857, offset by interest earned on investment held in Trust Account
of $754,753 and interest earned in bank account of $11,164.
For the year ended December
31, 2023,2025, we had a net incomeloss of $5,435,774,
$224,482, which consisted of general and administrative expenses amounting to $842,030,$347,251, offset by interest
earned on investment held in Trust Account
of $6,243,425$120,460 and interest earned in bank account of $34,379.$2,309.
For the year ended December 31, 2024, we had a net income of $155,060, which consisted of general and administrative expenses amounting to $610,857, offset by interest earned on investment held in Trust Account of $754,754 and interest earned in bank account of $11,164.
The Company’s liquidity needs prior to the closing of IPO were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000 (see Note 5). As previously disclosed on a Current Report on Form 8-K dated May 2, 2022, on May 5, 2022, the Company consummated the IPO of 20,000,000 Units, which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one Ordinary Share, one-half of one redeemable Warrant entitling its holder to purchase one Ordinary Share at a price of $11.50 per full share and one Right to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.
For the year ended December 31, 2025, net cash used in operating activities was $363,076. Net loss of $224,482 was affected by interest earned on investment held in the Trust Account of $120,460. Changes in operating assets and liabilities used $18,134 of cash for operating activities.
For the year ended December 31, 2025, net cash provided by investing activities was $4,078,486 representing cash withdrawn from the Trust Account to pay public shareholder redemptions.
For the year ended December 31, 2025, net cash used in financing activities was $3,856,256, which consisted of $4,078,486 public shareholder redemptions, partially offset by $134,230 of proceeds from issuance of promissory note to the Sponsor, and $88,000 of advances from a related party.
For the year ended December
31, 2023, net cash used in operating activities was $621,690. Net income of $5,435,774 was affected by interest earned on investment held
in the Trust Account of $6,243,425. Changes in operating assets and liabilities provided $185,961 of cash for operating activities.
For
the year ended December 31, 2023, net cash provided by investing activities was $190,703,967 representing cash withdrawn from the Trust
Account to pay public shareholder redemptions.
For the year ended December 31, 2023, net cash used in financing activities
was $190,703,967, all of which consisted public shareholder redemptions.
If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation of the business combination. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our initial shareholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes. On July 14, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $152,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes. On October 17, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $500,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.
As of December 31, 2024,2025, we
had cash of $140,981$135 and a working capital
deficit of $280,411.$645,353. The Company has incurred and expects to continue to incur significant professional
costs to remain as a publicly
traded company and to incur significant transaction costs in pursuit of the consummation of a business combination,
for which it will
require additional financing. The Company currently has no commitments to receive such financing and there is no assurance
that the Company’s
plans to raise capital will be successful. In addition, the Company has until August 5, 20252027 to consummate a
Business Combination (unless
further extended).Combination. If a Business Combination is not consummated within this time period (the “Combination Period”), the
Company Company
will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum
and articles
of association. In connection with the Company’s assessment of going concern considerations in accordance with Financial
Accounting Accounting
Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an
Entity’s Entity’s
Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a business
combination combination
not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt
about the
Company’s ability to continue as a going concern. Management’s plan in addressing this uncertainty areis through the
completion completion
of a business combination and receiving financing under the Working Capital Loans (see Note 5). There is no assurance that
the Company’s
plans to consummate a business combination will be successful within the Combination Period. The financial statements
do not include any
adjustments that might result from the Company’s inability to continue as a going concern.
The Company issued to the
underwriters and/or its designees, 300,000 Class A ordinary shares including 22,500 Class A ordinary shares as a result of partial exercise
of of
the underwriters’ over-allotment option at the closing of the IPO.
On December 9, 2024, the Sponsor
agreed to loan the Company an aggregate of up to $160,000 to pay for various expenses of the Company and for working capital purposes
pursuant to the 2024 Note. On July 14, 2025, the Sponsor agreed to loan the Company an additional aggregate
of up to $160,000$152,000 to pay for
various expenses of the Company and for working capital purposes pursuant to a promissory note (the “2024July Note”).2025 ThisNote. On October 17, 2025, the Sponsor agreed
to loan isthe Company an additional aggregate of up to $500,000 to pay for various expenses of the Company and for working capital purposes
pursuant to the October 2025 Note. All three loans are non-interest bearing and payable no later
than the date on which the Company consummates
an initial business combination. The 2024 Note, the July 2025 Note isand the October 2025 Note are convertible into warrants having the
same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor. The proceedsAs of theDecember 31,
2024 Note will be used to pay various expenses of the Company2025 and for working capital purposes. As of December 31, 2024, there waswere an aggregate of $292,068 and an aggregate of $157,838
outstanding under theall 2024three Note.notes, respectively.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Management is currently evaluating the impact of the on its consolidated financial statements and related disclosures.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, we are not required to make disclosures under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. …”see in full comparison
“In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU amends the effective date of ASU 2024-03 to clarify that all business entities are required to adopt the guidance in annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating the impact of adopting this guidance on its unaudited condensed financial statements and related disclosures.”see in full comparison
“In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance as of December 31, 2024.”see in full comparison
“For the six months ended June 30, 2026, we had a net loss of $151,004, which consisted of general and administrative expenses of $158,024, partially offset by interest income of $7,020. For the six months ended June 30, 2025, we had a net loss of $78,078, which consisted of general and administrative expenses of $173,533, offset by interest income of $95,455.”see in full comparison
As ofsee in full comparisonMarchJune31,30, 2026, the Company had cash of$100,159$68,917 and working capital deficit of$701,315.$782,907. The Company has incurred and expects to continue to incur significant professional costscoststo remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination,combination,for which it will require additional financing. The Company currently has no commitments to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, the Company has until August 5, 2027 to consummate a Business Combination. If a Business Combination is not consummated within this time period (the “Combination Period”), the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Company’s assessment of going concern considerations in accordance withFinancial AccountingASCStandardSubtopicBoard’s205-40,Accounting Standards Update (“ASU”) 2014-15, “DisclosuresPresentation ofUncertaintiesFinancialaboutStatementsan Entity’s Ability to Continue as a- Going Concern,”management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in addressing this uncertainty are through the completion of a business combination and receiving financing under the Working Capital Loans (see Note 5).; however, the Sponsor is not obligated to make any such loans. There is no assurance thatthatthe Company’s plans to consummate a business combination will be successful within the Combination Period. The unaudited condensed financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.
For the three months endedsee in full comparisonMarchJune31,30, 2026, we hadhada net loss of$72,295 ,$78,709, which consisted of general and administrative expenses of$75,985,$82,039, partially offset by interest income of$3,690.$3,330. ForForthe three months endedMarchJune31,30, 2025, we had a net loss$60,743,of $17,335, which consisted of general and administrative expenses of$108,778,$64,755, partially offset by interest income of$48,035.$47,420.
Full comparison: every changed paragraph (18)
On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq. The securities are now quoted on the Over-the-Counter market.
On December 9, 2024, the Sponsor agreed to loan
the Company an aggregate of up to $160,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory
note (the “2024 Note”). On July 14, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $152,000
to pay for various expenses of the Company and for working capital purposes pursuant to an unsecured promissory note (the “July
2025 Note”). On October 17, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $500,000 to pay for various
expenses of the Company and for working capital purposes pursuant to a promissory note (the “October 2025 Note”). All three
loans are non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The
2024 Note, the July 2025 Note and the October 2025 Note are convertible into warrants having the same terms and conditions as the Public
Warrants, at the price of $1.00 per warrant, at the option of the Sponsor. As of MarchJune 31,30, 2026 and December 31, 2025, there were an aggregate
of $412,068$410,048 and an aggregate of $292,068 outstanding under all three notes, respectively.
We have neither engaged in any operations nor
generated any operating revenues to date. Our only activities from inception June 28, 2021 (inception) through MarchJune 31,30, 2026 were organizational
activities and those necessary to prepare for, and consummate, the IPO. Following our IPO, our only activities have been seeking a target
business with which to complete a business combination. We do not expect to generate any operating revenue until after the completion
of our initial Business Combination, at the earliest.
For the three months ended MarchJune 31,30, 2026, we had
had a net loss of $72,295 ,$78,709, which consisted of general and administrative expenses of $75,985,$82,039, partially offset by interest income of $3,690.$3,330.
For For
the three months ended MarchJune 31,30, 2025, we had a net loss $60,743,of $17,335, which consisted of general and administrative expenses of $108,778,$64,755,
partially offset by interest income of $48,035.$47,420.
For the six months ended June 30, 2026, we had a net loss of $151,004, which consisted of general and administrative expenses of $158,024, partially offset by interest income of $7,020. For the six months ended June 30, 2025, we had a net loss of $78,078, which consisted of general and administrative expenses of $173,533, offset by interest income of $95,455.
For the threesix months ended MarchJune 31,30, 2026, cash used
used in operating activities was $19,976.$49,198. Net loss of $72,295$151,004 was affected by interest earned on investment held in the Trust Account
of $3,667. $6,550.
Changes in operating assets and liabilities provided $55,986$108,356 of cash for operating activities.
For the threesix months ended MarchJune 31,30, 2025, cash used
used in operating activities was $128,383.$128,365. Net loss of $60,743$78,078 was affected by interest earned on investment held in the Trust Account
of $46,969. $94,221.
Changes in operating assets and liabilities used $20,671$43,934 of cash for operating activities.
As of MarchJune 31,30, 2026, we had marketableinvestments securities
held in
the Trust Account of $530,997$533,880 consisting of securities held in a treasury trust fund that invests in United States government treasury
treasury bills, bonds or notes with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by
us to pay
taxes. Through MarchJune 31,30, 2026, we did not withdraw any interest earned on the Trust Account to pay our taxes. We intend to use substantially
substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less
taxes payable),
to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in
whole or in part
as consideration to effect a business combination, the remaining funds held in the Trust Account will be used as working
capital to finance
the operations of the target business. Such working capital funds could be used in a variety of ways including continuing
or expanding
the target business’ operations, for strategic acquisitions and for marketing, research and development of existing
or new products
or services. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred
prior to the completion
of our business combination if the funds available to us outside of the Trust Account were insufficient to cover
such expenses.
As of MarchJune 31,30, 2026, we had cash of $100,159$68,917 outside
outside the Trust Account. Until consummation of the Business Combination, we intend to use the funds held outside the Trust Account for identifying
identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling
to and
from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements
of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business
combination.
As of MarchJune 31,30, 2026, the Company had cash of
$100,159$68,917 and working capital deficit of $701,315.$782,907. The Company has incurred and expects to continue to incur significant professional
costs costs
to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business
combination, combination,
for which it will require additional financing. The Company currently has no commitments to receive such financing and
there is no assurance
that the Company’s plans to raise capital will be successful. In addition, the Company has until August
5, 2027 to consummate a
Business Combination. If a Business Combination is not consummated within this time period (the
“Combination Period”), the
Company will trigger an automatic winding up, dissolution and liquidation pursuant to the
terms of the amended and restated memorandum
and articles of association. In connection with the Company’s assessment of going
concern considerations in accordance with Financial
AccountingASC StandardSubtopic Board’s205-40, Accounting Standards Update (“ASU”) 2014-15, “DisclosuresPresentation of UncertaintiesFinancial aboutStatements an
Entity’s Ability to Continue as a- Going Concern,” management has
determined that the mandatory liquidation, should a business
combination not occur, and potential subsequent dissolution, along with
the need to receive additional financing, raise substantial doubt
about the Company’s ability to continue as a going concern.
Management’s plan in addressing this uncertainty are through the
completion of a business combination and receiving financing
under the Working Capital Loans (see Note 5).; however, the Sponsor is not obligated to make any such loans. There is no assurance
that that
the Company’s plans to consummate a business combination will be successful within the Combination Period. The unaudited
condensed financial
statements do not include any adjustments that might result from the Company’s inability to continue as a
going concern.
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non- financial assets.
As of MarchJune 31,30, 2026, we did not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below:
On December 9, 2024, the Sponsor agreed to loan
the Company an aggregate
of up to $160,000 to pay for various expenses of the Company and for working capital purposes pursuant to the
2024 Note. On July 14, 2025,
the Sponsor agreed to loan the Company an additional aggregate of up to $152,000 to pay for various expenses
of the Company and for working
capital purposes pursuant to the July 2025 Note. On October 17, 2025, the Sponsor agreed to loan the Company
an additional aggregate of
up to $500,000 to pay for various expenses of the Company and for working capital purposes pursuant to the
October 2025 Note. All three
loans are non-interest bearing and payable no later than the date on which the Company consummates an initial
business combination. The
2024 Note, the July 2025 Note and the October 2025 Note are convertible into warrants having the same terms
and conditions as the Public
Warrants, at the price of $1.00 per warrant, at the option of the Sponsor. As of MarchJune 31,30, 2026 and December
31, 2025, there were an aggregate
of $412,068$410,048 and an aggregate of $292,068 outstanding under all three notes, respectively.
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”),
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial
conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining
to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible
debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective
January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1,
2021. The Company adopted ASU 2020-06 on January 1, 2024. Adoption of the ASU did not impact the Company’s financial position, results
of operations or cash flows.
In November 2023, the FASB issued ASU No. 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.
ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after
December 15, 2024. The Company adopted this guidance as of December 31, 2024.
In December 2023, the FASB issued Accounting
Standards Standards
Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”).
ASU 2023-09
mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate
reconciliation and income
taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or
retrospective basis. The ASU
is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The
Company adopted ASU 2023-09 as of January
1, 2026; the adoption of this guidance did not impact the Company’s financial
position, results of operations or cash flows.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Management is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and related disclosures.
In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU amends the effective date of ASU 2024-03 to clarify that all business entities are required to adopt the guidance in annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating the impact of adopting this guidance on its unaudited condensed financial statements and related disclosures.
ASCBF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ASCBF (13F)
None of the 59 investors we track reported a position in their latest 13F.