Ridgefield Acquisition Corp. Doubles Q3 Loss, Plans Deregistration

TL;DR

**RDGAD is bailing on public markets to cut costs, making it a black box for investors and a clear 'avoid' for anyone seeking transparency.**

AI Summary

Ridgefield Acquisition Corp. (RDGAD) reported a net loss of $25,616 for the three months ended September 30, 2025, a significant increase from the $12,902 net loss in the same period of 2024, representing a 98.5% rise. For the nine months ended September 30, 2025, the net loss was $72,083, up from $59,974 in 2024, an increase of 20.2%. The company has no principal operations or revenue-producing activities, focusing solely on an acquisition strategy. General and administrative expenses increased to $19,883 for the three months ended September 30, 2025, from $7,741 in 2024. Total liabilities grew to $242,679 as of September 30, 2025, from $170,004 at December 31, 2024, primarily due to an increase in related party notes and interest payable to $230,998. The company's accumulated deficit reached $2,192,318 by September 30, 2025, up from $2,120,235 at December 31, 2024. A significant strategic change involves a planned 1-for-10,000 reverse stock split followed by a 10,000-for-1 forward stock split, approved on September 15, 2025, to reduce the number of record holders and deregister from the SEC, aiming to cut administrative costs.

Why It Matters

This filing reveals RDGAD's critical move to deregister from the SEC, a decision driven by a desire to reduce administrative and accounting costs. For investors, this means a significant reduction in transparency and liquidity, as the company will no longer be subject to public reporting requirements. Employees and customers are less directly impacted given the company's lack of operations, but the deregistration signals a retreat from public markets. In a competitive context, this move highlights the challenges faced by non-operating shell companies in maintaining public status, potentially making it harder for them to attract capital or find viable acquisition targets.

Risk Assessment

Risk Level: high — The company explicitly states it has an "accumulated deficit balance as of September 30, 2025 and net loss during the three and nine months ended September 30, 2025," which "raise substantial doubt about the Company's ability to continue operations as a going concern." Furthermore, the plan to deregister from the SEC will significantly reduce transparency and liquidity for shareholders, as the company will no longer be required to file periodic reports.

Analyst Insight

Investors should consider liquidating any holdings in RDGAD, especially given the planned deregistration which will severely limit future information and market access. New investors should avoid this stock due to the high risk of illiquidity, lack of operations, and going concern doubts.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$18,041

total Debt

$242,679

net Income

-$25,616

eps

$0.00

gross Margin

N/A

cash Position

$18,041

revenue Growth

N/A

Key Numbers

• $25,616 — Net Loss (Q3 2025) (Increased from $12,902 in Q3 2024, a 98.5% rise.)
• $72,083 — Net Loss (YTD Q3 2025) (Increased from $59,974 in YTD Q3 2024, a 20.2% rise.)
• $2,192,318 — Accumulated Deficit (As of September 30, 2025, indicating significant historical losses.)
• $242,679 — Total Liabilities (As of September 30, 2025, up from $170,004 at December 31, 2024.)
• $230,998 — Related Party Note and Interest Payable (As of September 30, 2025, a primary driver of increased liabilities.)
• 27,860,773 — Common Shares Outstanding (As of November 7, 2025, prior to the planned reverse stock split.)
• 1-for-10,000 — Reverse Stock Split Ratio (Planned to reduce the number of record holders.)
• $0.02 — Cash Payment per Share (For fractional shares in the reverse split, for holders with less than 10,000 shares.)

Key Players & Entities

• Ridgefield Acquisition Corp. (company) — Registrant
• Steven N. Bronson (person) — Chairman of the Board, President, Chief Executive Officer, and largest shareholder of Qualstar Corporation
• Qualstar Corporation (company) — Related party lender to Ridgefield Acquisition Corp.
• SEC (regulator) — Securities and Exchange Commission
• Nevada (regulator) — State of incorporation

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has an accumulated deficit of $2,192,318 as of September 30, 2025, and incurred net losses of $25,616 in Q3 2025 and $72,083 year-to-date. These factors raise substantial doubt about its ability to continue as a going concern, necessitating additional capital through borrowing or equity/debt sales.
• Lack of Principal Operations [high — operational]: Ridgefield Acquisition Corp. has no principal operations or revenue-producing activities, focusing solely on an acquisition strategy. Its ability to generate future revenue and become profitable is entirely dependent on successfully completing a business combination.
• Increasing Liabilities [medium — financial]: Total liabilities increased to $242,679 as of September 30, 2025, from $170,004 at December 31, 2024. This rise is primarily driven by related party notes and interest payable, which reached $230,998.
• Administrative Cost Increase [medium — operational]: General and administrative expenses rose significantly to $19,883 for Q3 2025, compared to $7,741 in the same period of 2024, a 157% increase. This trend, despite no principal operations, adds to the company's cash burn.
• SEC Deregistration Plan [medium — regulatory]: The company plans a 1-for-10,000 reverse stock split followed by a 10,000-for-1 forward stock split to reduce the number of record holders and deregister from the SEC. This aims to cut administrative costs but introduces complexity and potential shareholder dissatisfaction with fractional shares.

Industry Context

Ridgefield Acquisition Corp. operates in the special purpose acquisition company (SPAC) sector, which is characterized by its focus on identifying and merging with an operating business. The industry is highly competitive, with numerous SPACs vying for attractive acquisition targets. Success hinges on the management team's ability to identify undervalued companies and execute a favorable merger, often facing regulatory scrutiny and market volatility.

Regulatory Implications

The company's plan to deregister from the SEC following a complex stock split maneuver aims to reduce compliance burdens and associated costs. However, this move could limit transparency for future investors and may attract regulatory attention if not executed properly, particularly concerning shareholder rights and fair treatment during the split process.

What Investors Should Do

1. Monitor acquisition progress closely.
2. Evaluate the impact of the stock split.
3. Assess the nature and terms of related party debt.
4. Consider the company's cash burn rate.

Key Dates

• 2025-09-30: Quarter End — Reporting period for the 10-Q, showing increased net loss and liabilities.
• 2025-09-15: Reverse Stock Split Approved — Key strategic decision to reduce shareholder count and deregister from SEC, impacting share structure and administrative costs.
• 2025-12-31: Prior Year End — Baseline for comparison of liabilities and accumulated deficit.

Glossary

Accumulated Deficit

The total net losses of a company over its lifetime that have not been offset by net income. (Indicates the company's historical unprofitability, reaching $2,192,318 as of September 30, 2025.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least the next 12 months. (The company's financial condition raises substantial doubt about its ability to continue as a going concern, requiring management to outline plans for future viability.)

Related Party Note and Interest Payable

Debt owed to individuals or entities that have a close relationship with the company, such as officers, directors, or major shareholders. (This category represents the largest portion of the company's liabilities, totaling $230,998 as of September 30, 2025.)

Reverse Stock Split

A corporate action to reduce the number of outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (Planned by Ridgefield Acquisition Corp. to reduce the number of record holders and facilitate SEC deregistration.)

Year-Over-Year Comparison

Compared to the prior year, Ridgefield Acquisition Corp. has seen a significant increase in its net loss for both the three-month period (98.5% rise to $25,616) and the nine-month period (20.2% rise to $72,083). This deterioration in profitability is coupled with a substantial increase in total liabilities, up by over $72,000 to $242,679, primarily due to higher related party debt. The company's accumulated deficit has also grown, underscoring its ongoing operational losses and lack of revenue-generating activities.

Key Financial Figures

• $0.02 — holders will receive a cash payment of $0.02 for each outstanding share of common st

Filing Documents

• rdga-20250930x10q.htm (10-Q) — 812KB
• rdga-20250930xex31.htm (EX-31) — 13KB
• rdga-20250930xex32.htm (EX-32) — 7KB
• 0001104659-25-108492.txt ( ) — 2553KB
• rdga-20250930.xsd (EX-101.SCH) — 15KB
• rdga-20250930_cal.xml (EX-101.CAL) — 15KB
• rdga-20250930_def.xml (EX-101.DEF) — 42KB
• rdga-20250930_lab.xml (EX-101.LAB) — 119KB
• rdga-20250930_pre.xml (EX-101.PRE) — 93KB
• rdga-20250930x10q_htm.xml (XML) — 409KB

– 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 9 ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 14 ITEM 4.

Controls and Procedures

Controls and Procedures 14

– OTHER INFORMATION

PART II – OTHER INFORMATION ITEM 6. Exhibits 16

SIGNATURES

SIGNATURES 17 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 ) September 30, December 31, 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents 18,041 16,949 Prepaid Expenses $ — $ 500 TOTAL ASSETS $ 18,041 $ 17,449 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 11,681 $ 3,515 Related party note and interest payable 230,998 166,489 TOTAL LIABILITIES 242,679 170,004 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 September 30, 2025 and December 31, 2024 27,861 27,861 Additional paid-in capital 1,939,819 1,939,819 Accumulated deficit ( 2,192,318 ) ( 2,120,235 ) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ( 224,638 ) ( 152,555 ) TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 18,041 $ 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 Nine Months Ended September 30, September 30, 2025 2024 2025 2024 OPERATING EXPENSES General and administrative expenses $ ( 19,883 ) $ ( 7,741 ) $ ( 55,225 ) $ ( 44,513 ) Total Operating Expenses ( 19,883 ) ( 7,741 ) ( 55,225 ) ( 44,513 ) OPERATING LOSS ( 19,883 ) ( 7,741 ) ( 55,225 ) ( 44,513 ) OTHER EXPENSE Other expense ( 549 ) ( 200 ) ( 2,349 ) ( 2,077 ) Interest expense ( 5,184 ) ( 4,961 ) ( 14,509 ) ( 13,384 ) Total Other Expense ( 5,733 ) ( 5,161 ) ( 16,858 ) ( 15,461 ) NET LOSS $ ( 25,616 ) $ ( 12,902 ) $ ( 72,083 ) $ ( 59,974 ) NET LOSS PER COMMON SHARE Basic and Dilutive $ — $ — $ — $ — WEIGHTED AVERAGE

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 September 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 September 30, 2025 and net loss during the three and nine months ended September 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, a

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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