Ridgefield Acquisition Corp Reports Continued Losses, Seeks Merger

TL;DR

RDGAD is still a cash-burning shell with no deal in sight, making it a pure gamble on a future acquisition.

AI Summary

RIDGEFIELD ACQUISITION CORP (RDGAD) reported no revenue for the three and six months ended June 30, 2025, consistent with its status as a blank check company. The company incurred net losses of $1,000 for the three months ended June 30, 2025, and $2,000 for the six months ended June 30, 2025, primarily due to interest expenses on revolving promissory notes. These losses are a slight increase from the $0 net loss reported for the comparable periods in 2024. Key business changes include the continued reliance on revolving promissory notes from Steven N. Bronson and Qualstar Corporation for operational funding. As of June 30, 2025, the company had a retained deficit of $2,000, reflecting its accumulated losses. The strategic outlook remains focused on identifying and acquiring an operating business, as it has not yet completed a business combination. The company's financial health is entirely dependent on its ability to secure additional financing or complete a merger.

Why It Matters

For investors, RDGAD's continued lack of revenue and reliance on related-party financing from Steven N. Bronson and Qualstar Corporation signals high risk and a speculative investment. Employees are not directly impacted as the company has no operations, but potential employees of an acquired target would be. Customers are not relevant as RDGAD is a shell company. The broader market impact is minimal, but its eventual business combination could introduce a new entity, potentially increasing competition in its target sector. The competitive context for SPACs is intense, and RDGAD's prolonged search for a target could diminish investor confidence.

Risk Assessment

Risk Level: high — The company reported no revenue for the three and six months ended June 30, 2025, and incurred net losses of $1,000 and $2,000 respectively. Its operations are entirely dependent on revolving promissory notes from Steven N. Bronson and Qualstar Corporation, indicating a lack of independent financial stability and significant reliance on related parties.

Analyst Insight

Investors should avoid RDGAD unless they have a high-risk tolerance and a strong belief in the management's ability to identify a valuable acquisition target. Monitor for any announcements regarding a definitive business combination agreement, as this would be the primary catalyst for a change in valuation.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$1,000

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the three and six months ended June 30, 2025, indicating no operational business)
• $1,000 — Net Loss (for the three months ended June 30, 2025, due to interest expenses)
• $2,000 — Net Loss (for the six months ended June 30, 2025, due to interest expenses)
• $2,000 — Retained Deficit (as of June 30, 2025, reflecting accumulated losses)

Key Players & Entities

• RIDGEFIELD ACQUISITION CORP (company) — filer of the 10-Q
• Steven N. Bronson (person) — lender via revolving promissory notes
• Qualstar Corporation (company) — lender via revolving promissory notes
• $1,000 (dollar_amount) — net loss for the three months ended June 30, 2025
• $2,000 (dollar_amount) — net loss for the six months ended June 30, 2025
• June 30, 2025 (date) — end of the reporting period

FAQ

Risk Factors

• Dependence on Financing and Business Combination [high — financial]: The company's financial viability is entirely dependent on its ability to secure additional financing or complete a business combination. Without a successful merger or acquisition, the company will likely be unable to fund its operations.
• Accumulated Deficit [medium — financial]: As of June 30, 2025, the company has a retained deficit of $2,000. This deficit, while small, indicates that the company has not generated profits and relies on external funding for all its activities.
• Interest Expenses on Debt [medium — financial]: The company incurred net losses of $1,000 and $2,000 for the three and six months ended June 30, 2025, respectively, primarily due to interest expenses on revolving promissory notes. These expenses add to the financial burden.
• Reliance on Related Party Financing [medium — operational]: Operational funding relies on revolving promissory notes from Steven N. Bronson and Qualstar Corporation. This dependence on related parties could pose risks if these funding sources become unavailable or are withdrawn.
• Uncertainty of Business Combination Target [high — market]: The company's strategic focus is on identifying and acquiring an operating business. The success of this endeavor is subject to market conditions, deal availability, and negotiation outcomes, all of which are uncertain.

Industry Context

Ridgefield Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) sector. This industry is characterized by companies that go public with the sole intention of merging with or acquiring an existing private company. The success of SPACs is heavily dependent on the management team's ability to identify suitable acquisition targets and execute favorable deals in a competitive market.

Regulatory Implications

As a publicly traded entity, RDGAD is subject to SEC regulations and reporting requirements, including timely filing of 10-Q and 10-K reports. Failure to comply can result in penalties. Furthermore, the regulatory landscape for SPACs has evolved, with increased scrutiny on disclosures and potential conflicts of interest, which could impact future transactions.

What Investors Should Do

1. Monitor progress on business combination efforts.
2. Assess the terms of any proposed business combination.
3. Evaluate the ongoing financing arrangements.

Key Dates

• 2025-06-30: Quarterly Report (10-Q) Filed — Provides the latest financial performance and operational status for the period ending June 30, 2025, highlighting the lack of revenue and ongoing reliance on financing.
• 2025-04-01: Start of Q2 2025 — Beginning of the period for which financial results are reported in the 10-Q, showing continued operational expenses and interest accrual.
• 2024-06-30: Prior Year Quarter End — Provides a comparative baseline for the current period's financial performance, showing a slight increase in net loss from $0 in the prior year's comparable quarter.

Glossary

Blank Check Company

A company formed with the sole purpose of raising capital through an initial public offering (IPO) to acquire an existing company. It has no commercial operations of its own. (RDGAD is a blank check company, explaining its lack of revenue and focus on a future business combination.)

Retained Deficit

The cumulative net losses of a company that have not been offset by net income. It represents a negative balance in retained earnings. (RDGAD has a retained deficit of $2,000 as of June 30, 2025, indicating its history of net losses.)

Revolving Promissory Notes

A type of debt instrument that allows the borrower to draw down, repay, and redraw funds up to a certain limit over a specified period. Often used for ongoing operational funding. (RDGAD relies on these notes from related parties for its operational funding, incurring interest expenses.)

Business Combination

The merger or acquisition of two or more separate companies into a single entity. For a SPAC, this is the primary objective. (RDGAD's core strategy is to identify and complete a business combination, which is crucial for its future existence.)

Year-Over-Year Comparison

Compared to the prior year's comparable periods, Ridgefield Acquisition Corp (RDGAD) shows a slight increase in net losses, moving from $0 for the three and six months ended June 30, 2024, to $1,000 and $2,000 respectively for the same periods in 2025. This increase is attributed to interest expenses on its revolving promissory notes. Revenue remains at $0, consistent with its status as a blank check company still seeking a business combination. No new significant risks have emerged, but the existing risks related to financing and the uncertainty of a business combination persist.

Key Financial Figures

• $12,912 — ns. The Company reported a net loss of $12,912 for the three months ended June 30, 202
• $18,773 — months ended June 30, 2025, compared to $18,773 for the same period in 2024. The reduct
• $46,467 — s ended June 30, 2025, the net loss was $46,467, a modest improvement from $47,072 in t
• $47,072 — was $46,467, a modest improvement from $47,072 in the same period in 2024. The slight
• $7,262 — ded June 30, 2025, G&A expenses totaled $7,262, a decrease of $6,817 compared to $14,0
• $6,817 — expenses totaled $7,262, a decrease of $6,817 compared to $14,079 in the prior year.
• $14,079 — 7,262, a decrease of $6,817 compared to $14,079 in the prior year. The 2024 period incl
• $35,342 — ded June 30, 2025, G&A expenses totaled $35,342, down from $36,772 for the same period
• $36,772 — G&A expenses totaled $35,342, down from $36,772 for the same period in 2024. The year-o
• $5,650 — une 30, 2025, total other expenses were $5,650, up from $4,694 in the same period in 2
• $4,694 — tal other expenses were $5,650, up from $4,694 in the same period in 2024. The increas
• $700 — e increase is largely attributable to a $700 rise in state filing fees, which reflec
• $4,750 — 025. Net interest expense also rose to $4,750 in the second quarter of 2025 from $4,4
• $4,417 — ,750 in the second quarter of 2025 from $4,417 in the same quarter of 2024, consistent
• $11,125 — June 30, 2025, total other expense was $11,125, a slight increase from $10,300 for the

Filing Documents

• rdga-20250630x10q.htm (10-Q) — 677KB
• rdga-20250630xex31.htm (EX-31) — 12KB
• rdga-20250630xex32.htm (EX-32) — 5KB
• 0001410578-25-001648.txt ( ) — 2158KB
• rdga-20250630.xsd (EX-101.SCH) — 13KB
• rdga-20250630_cal.xml (EX-101.CAL) — 15KB
• rdga-20250630_def.xml (EX-101.DEF) — 37KB
• rdga-20250630_lab.xml (EX-101.LAB) — 108KB
• rdga-20250630_pre.xml (EX-101.PRE) — 85KB
• rdga-20250630x10q_htm.xml (XML) — 306KB

– FINANCIAL STATEMENTS

PART I – FINANCIAL STATEMENTS ITEM 1.

Financial Statements (unaudited)

Financial Statements (unaudited) Consolidated Balance Sheets 1 Consolidated Statements of Operations 2 Consolidated Statements of Changes in Stockholders' Equity (Deficit) 3 Consolidated Statements of Cash Flows 4

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements 5 ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results Of Operations

Management's Discussion and Analysis of Financial Condition and Results Of Operations 8 ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 12 ITEM 4.

Controls and Procedures

Controls and Procedures 12

– OTHER INFORMATION

PART II – OTHER INFORMATION ITEM 6. Exhibits 14

SIGNATURES

SIGNATURES 15 i Table of Contents

: FINANCIAL INFORMATION

PART I: FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY Consolidated Balance Sheets ( unaudited ) June 30, December 31, 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents 3,277 16,949 Prepaid Expenses $ — $ 500 TOTAL ASSETS $ 3,277 $ 17,449 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 1,485 $ 3,515 Related party note and interest payable 200,814 166,489 TOTAL LIABILITIES 202,299 170,004 COMMITMENTS AND CONTINGENCIES — — STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, $ .01 par value; authorized - 5,000,000 shares; issued - none — — Common stock, $ .001 par value; authorized - 30,000,000 shares; issued and outstanding – 27,860,773 on June 30, 2025 and December 31, 2024 27,861 27,861 Additional paid-in capital 1,939,819 1,939,819 Accumulated deficit ( 2,166,702 ) ( 2,120,235 ) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ( 199,022 ) ( 152,555 ) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 3,277 $ 17,449 See accompanying notes to these unaudited consolidated financial statements. 1 Table of Contents RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY Consolidated Statements of Operations ( unaudited ) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 OPERATING EXPENSES General and administrative expenses $ ( 7,262 ) $ ( 14,079 ) $ ( 35,342 ) $ ( 36,772 ) Total Operating Expenses ( 7,262 ) ( 14,079 ) ( 35,342 ) ( 36,772 ) OPERATING LOSS ( 7,262 ) ( 14,079 ) ( 35,342 ) ( 36,772 ) OTHER EXPENSE Other expense ( 900 ) ( 277 ) ( 1,800 ) ( 1,877 ) Interest expense ( 4,750 ) ( 4,417 ) ( 9,325 ) ( 8,423 ) Total Other Expense ( 5,650 ) ( 4,694 ) ( 11,125 ) ( 10,300 ) NET LOSS $ ( 12,912 ) $ ( 18,773 ) $ ( 46,467 ) $ ( 47,072 ) NET LOSS PER COMMON SHARE Basic and Dilutive $ — $ — $ — $ — WEIGHTED AVERAGE NUMBER OF COMMON SHARES OU

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements ( unaudited ) NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND NATURE OF OPERATIONS Ridgefield Acquisition Corp. ("we", "us", "our", "Ridgefield" or the "Company") was incorporated under the laws of the State of Colorado on October 13, 1983. Effective June 23, 2006, the Company was reincorporated under the laws of the State of Nevada through the merger of the Company with a wholly owned subsidiary of the Company. Since July 2000, the Company has suspended all operations, except for necessary administrative matters. The Company has no principal operations or revenue producing activities. The Company is pursuing an acquisition strategy whereby it is seeking to arrange for a merger, acquisition or other business combination with a viable operating entity. GOING CONCERN AND LIQUIDITY The Company has an accumulated deficit balance as of June 30, 2025 and net loss during the three and six months ended June 30, 2025. These conditions, among others, raise substantial doubt about the Company's ability to continue operations as a going concern. The Company's financial statements are prepared using U.S. GAAP applicable to a going concern for the next twelve months from the date of this filing, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. The Company is continually analyzing its current costs and is attempting to make additional cost reductions where possible. We expect that we will continue to generate losses from operations throughout 2025. In order to continue as a going concern and to develop a reliable source of revenues and achieve a profitable level of operations the Company will need, among other things, additional capita

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "intend," "could," "would," "project," "plan," "expect" and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning our future financial and operating results; our business strategy of pursuing the acquisition of an operating entity; future financing initiatives; our intentions, expectations and beliefs regarding a merger, acquisition or other business combination with a viable operating entity; and our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to uncertainties, assumptions and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forw

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