狮心控股-A 2025年季度报告

Item 3.Defaults Upon Senior Securities. Item 4.Mine Safety Disclosures. Item 5.Other Information.2425 i the SEC (as defined below) on March 21, 2025;●“2024 SPAC Rules” are to the rules and regulations for SPACs (as defined below) adopted by the SEC on January 24,2024, which became effective on July 1, 2024;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated June 17, 2024, which weentered into with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, asamended and restated, and currently in effect; Public Warrants (as defined below);●“Deferred Discount” are to the additional $9,800,000 fee to which the underwriter of the Initial Public Offering areentitled that is payable only upon our completion of the initial Business Combination;●“Exchange Act” are to the Securities Exchange Act of 1934, as amended;●“Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public ●“Investment Company Act” are to the Investment Company Act of 1940, as amended; ●“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued toour Sponsor on March 8, 2024; ●“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on May 28, ●“Lionheart Capital” are to Lionheart Capital LLC, a Miami-based investment firm and an affiliate of our Sponsor;●“Management” or our “Management Team” are to our executive officers and directors; ●“Nasdaq” are to The Nasdaq Stock Market LLC;●“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC offering registration statement; ●“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; ●“Over-Allotment Option” are to the 45-day option that the underwriters of the Initial Public Offering had to purchase upto an additional 3,000,000 Option Units to cover over-allotments, if any, which was fully exercised pursuant to the ●“Private Placement Warrants” are to the warrants issued to our Sponsor and Cantor in the Private Placement;●“Private Placement Warrants Purchase Agreements” are to the (i)Private Placement Warrants Purchase Agreement, dated ●“Public Shares” are to the Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether theywere purchased in our Initial Public Offering or thereafter in the open market); iii ●“Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether theywere subscribed for in our Initial Public Offering or purchased in the open market);●“Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025; ●“Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public SharesAmountSharesAmount—$—7,666,667$ EndedMarch 31,ThroughMarch 31,20252024Cash Flows from Operating Activities: Changes in operating assets and liabilities:Prepaid expenses(58,429)Long-term prepaid insurance6,562Accrued expenses57,089 Proceeds from issuance of Class B Ordinary Shares to Sponsor Proceeds from IPO Promissory Note - related party—Payment of offering costs—Net cash provided by financing activities—Net Change in Cash(193,339)Cash – Beginning of period891,017Cash – End of period$697,678$Non-Cash investing and financing activities:Offering costs included in accrued offering costs$75,000$ (Unaudited) Combination. The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risksassociated with early-stage and emerging growth companies.As of March 31, 2025, the Company had not commenced any operations. All activity for the period from February21, 2024(inception) through March 31, 2025 relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequentto the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operatingrevenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in Commission (the “SEC”)on May 28, 2024, as amended (File No. 333-279751),was declared effective on June 17, 2024(the “IPORegistration Statement”). On June 20, 2024, the Company consummated the initial public offering of23,000,000units of theCompany at $10.00per unit (the “Units”), which included the full exercise by the underwriters of their over-allotment option (the“Over-Allotment Option”) in the amount of3,000,000units of the Company (“Option Units”) at $10.00per Option Unit, which isdiscussed in Note3 (the “Initial Public Offering”), and the sale of an aggregate of6,000,000warrants of the Company (the “PrivatePlacement Warrants”) to the Sponsor and