Financial Performance - The company recorded a total loss of approximately HKD 99.9 million during the reporting period, primarily due to costs associated with equity-settled share payments related to the completion of the merger transaction[7]. - The company has not generated any operational revenue during the reporting period and expects to start generating revenue only after the completion of the merger transaction[12]. - The company anticipates incurring significant costs related to the merger transaction, which will continue until the transaction is completed[11]. - The company incurred a loss of HKD 99,863,000 during the execution of its special purpose acquisition company merger transaction and expects to continue incurring significant costs[196]. - The fair value of the equity-settled share-based payment expenses recognized during the year was HKD 94,250,000[198]. Assets and Liabilities - As of December 31, 2024, the company's current assets amounted to approximately HKD 1,106.2 million, mainly due to funds held in escrow accounts from the share issuance[13]. - The company's current liabilities were approximately HKD 1,147.5 million, which included accrued expenses and other payables of about HKD 141.2 million and the book value of redeemable Class A shares of HKD 1,001.0 million[13]. - As of December 31, 2024, the company has drawn approximately HKD 2.8 million from a loan facility that provides up to HKD 10.0 million in operating capital[16]. - As of December 31, 2024, the company's net current liabilities and total liabilities amounted to HKD 41,283,000[196]. Merger and Acquisition Activities - The merger transaction with Seyond Holdings Ltd. is expected to position the company as a leader in the design and production of automotive-grade lidar solutions[8]. - A merger agreement related to a special purpose acquisition company transaction was established on December 20, 2024[18]. - The company has established a business combination agreement and PIPE investment agreement as part of the merger transaction[8]. - The merger will result in the company becoming a wholly-owned subsidiary of the target company, Seyond Holdings Ltd.[189]. - The company is preparing for the issuance of shares and warrants as part of the merger and financing strategy[188]. Funding and Financial Strategy - The company plans to utilize various funding sources to complete the merger transaction, including proceeds from the share issuance and investments from independent third-party investors[11]. - The company received approximately HKD 1,001.0 million from the sale proceeds, which has been deposited into a custody account in Hong Kong[14]. - The total amount received from the sale of the offering is approximately HKD 1,001.0 million[76]. - The proceeds from the sale of warrants amount to approximately HKD 40.0 million, while the proceeds from the issuance of Class B shares are HKD 2,500.0[78]. Corporate Governance - The company is committed to high standards of corporate governance, adhering to all applicable code provisions during the reporting period[94]. - The board consists of a balanced mix of experience, including one female director and eight male directors, ensuring gender balance[99]. - The company has established three committees under the board: the audit committee, the remuneration committee, and the nomination committee, to enhance corporate governance[118]. - The board is responsible for ensuring effective risk management and internal control systems, with regular assessments conducted at least annually[135]. Shareholder Information - The total issued shares of the company amounted to 125,100,000, including 100,100,000 Class A shares and 25,000,000 Class B shares[65]. - Fortune Opportunity Fund holds 37,478,375 Class A shares, representing 37.44% of the relevant class and 29.96% of the total issued shares[67]. - The company has no plans for significant investments or capital assets beyond those mentioned[20]. - No dividends will be declared before the completion of the special purpose acquisition company merger transaction[80]. Environmental, Social, and Governance (ESG) Efforts - The company is committed to promoting sustainable development and minimizing environmental impact[63]. - The company has published its third Environmental, Social, and Governance (ESG) report, detailing its ESG policies and strategies to enhance stakeholder understanding of its sustainability efforts[148]. - The company has identified 11 significant ESG issues, with 4 being of high importance, including anti-corruption and anti-fraud, integrity and compliance management, diversity and elimination of discrimination, and anti-money laundering and counter-terrorism financing[161]. - The company is committed to reducing greenhouse gas emissions and energy consumption, with no fuel consumption from fixed sources or vehicles during the reporting period[163]. Compliance and Risk Management - The company has not engaged in any significant non-compliance events during the reporting period that could adversely affect its business or financial condition[79]. - The audit committee and board reviewed the effectiveness of the company's risk management and internal control systems during the reporting period, finding them to be effective and adequate[137]. - The company has established a whistleblowing mechanism to address financial, operational, and internal control issues[136]. - The company has established a policy to ensure board diversity, including a goal of having at least one female director[173].

Core Viewpoint - TudaTong Holdings Ltd plans to go public through a merger with the Hong Kong SPAC TechStar Acquisition Corporation, with the merger agreement signed in December 2022 [2]. Company Overview - TudaTong specializes in designing, developing, and manufacturing automotive-grade LiDAR solutions, having delivered over 147,000 units in 2023, ranking first globally in sales revenue for ADAS LiDAR solutions [2]. - NIO has chosen TudaTong's LiDAR solutions for nine of its vehicle models [2]. Financial Performance - TudaTong reported revenues of $66.3 million in 2022, $121.1 million in 2023, and $118.5 million in the first three quarters of 2024, with losses of $188.2 million, $219 million, and $130 million respectively [3][4]. - The loss in the first three quarters of 2024 narrowed by 17.72% compared to the previous year [3]. - The gross loss margin improved from -62.3% in 2022 to -15.2% in the first three quarters of 2024 [4]. Valuation and Investment - Prior to the IPO, TudaTong's valuation reached HKD 11.7 billion (approximately RMB 11 billion), representing a 115-fold increase since its valuation of $13 million in 2016 [4].

Financial Performance - For the fiscal year ending December 31, 2024, TechStar Acquisition Corporation reported a total loss of HKD 99,863,000, compared to a loss of HKD 99,849,000 in the previous year, indicating a slight increase in losses of 0.014%[5] - The company generated no revenue for the fiscal year 2024, consistent with the previous year[5] - Interest income decreased to HKD 2,000 from HKD 13,000, reflecting an 84.6% decline year-over-year[5] - The loss before tax expenses was approximately HKD 94,610,000, which includes professional fees related to the special purpose acquisition company (SPAC) merger of HKD 2,556,000 and employee costs of HKD 94,250,000[32] - The basic loss per share was calculated at approximately HKD 3.99, based on a weighted average of 25,000,000 shares outstanding[35] - The company recorded a total loss of approximately HKD 99.9 million during the reporting period, primarily due to expenses related to equity-settled share payments for Class B shares and warrants[51][56] Assets and Liabilities - Total current assets as of December 31, 2024, amounted to HKD 1,106,182,000, a significant increase from HKD 2,804,000 in 2023, primarily due to restricted bank deposits[7] - The company’s total liabilities increased to HKD 1,147,465,000 in 2024 from HKD 1,094,713,000 in 2023, representing a rise of 4.8%[7] - Cash and cash equivalents decreased to HKD 2,070,000 from HKD 2,804,000, a decline of 26%[9] - The company reported a net current liability and net debt of HKD 41,283,000 as of December 31, 2024, with a loss of HKD 99,863,000 for the year[27] - Restricted cash deposits amounted to HKD 1,001,000,000, held in a trust account, which is classified as current assets due to the requirement to complete the SPAC merger by December 23, 2025[36] - Accrued expenses totaled HKD 38,100,000, with interest payable of HKD 103,112,000, leading to total accrued liabilities of HKD 141,212,000[37] Business Combination and Future Plans - TechStar Acquisition Corporation announced a business combination agreement with Seyond Holdings Ltd. on December 20, 2024, aiming for a merger to facilitate the listing of the successor company[11] - The company expects to generate operational revenue only after the completion of the business combination transaction[12] - The company must ensure that the fair market value of the acquisition target accounts for at least 80% of the funds raised since its listing before any redemptions[15] - If the company fails to complete the acquisition within 36 months from the listing date, it will return funds to Class A shareholders within one month after the suspension of Class A shares[16] - The company has agreed to waive any rights to funds held in the escrow account if it fails to announce an acquisition within 24 months or complete it within 36 months[17] - The company plans to focus on technology companies in the new economy sector, including innovative technologies and advanced manufacturing, aligned with national economic trends[51] - The company anticipates that it will not generate any operational revenue until the completion of the SPAC merger transaction[56] Corporate Governance and Compliance - Financial statements are prepared in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance[18] - New or revised International Financial Reporting Standards will take effect from January 1, 2024, but are not expected to have a significant impact on the company's financial statements[19] - The company is committed to maintaining high standards of corporate governance, although it deviates from the guideline requiring separation of the roles of Chairman and CEO[75][76] - The audit committee, consisting of three independent non-executive directors, has reviewed the company's annual performance during the reporting period[81] - The financial statements for the reporting period have been audited by Hong Kong Lixin Dehao CPA Limited[82] Shareholder Information - There were no dividends declared or proposed for the year ending December 31, 2024, consistent with the previous year[34] - The annual general meeting of shareholders is scheduled for June 27, 2025[79] - The company will suspend the transfer of shares from June 24, 2025, to June 27, 2025, to determine shareholder voting rights[80] - The annual report containing all required information will be sent to shareholders and published on the Stock Exchange and the company's website[84] Securities and Investments - The total amount raised from the listing was HKD 1,001,000,000, which is held in a segregated trust account[14] - The company raised a total of HKD 1,001.0 million from the issuance of Class A shares and warrants on December 23, 2022[51] - The company has not made any significant investments or acquisitions during the reporting period[61] - The company has not utilized any proceeds from the sale of securities as of January 1, 2024[69] - Approximately HKD 40.0 million was received from the sale of warrants, and HKD 2.5 million from the issuance of Class B shares[70] - The company has no foreign currency exposure as there are no significant financial assets or liabilities denominated in currencies other than its functional currency[65] - The company has no plans for significant investments or capital assets beyond those mentioned[63] - The company has not engaged in any buybacks or redemptions of its listed securities during the reporting period[73] Warrants and Share Structure - The company has issued a total of 100,100,000 Class A shares and 50,050,000 warrants as of December 31, 2024[12] - The exercise price for the outstanding founder warrants is HKD 11.5, with a weighted average remaining contract term of 0.98 years[49] - The fair value of each founder warrant is estimated at HKD 1.8059 based on a Monte Carlo simulation model[49] - The fair value of the warrants was approximately HKD 2,503,000 as of December 31, 2024, unchanged from the previous year[41] - The company recognized share-based payment expenses related to B shares and founder warrants of approximately HKD 94,250,000 for the year[45] Merger Specifics - The merger with Seyond Holdings Ltd. is set to establish the company as a wholly-owned subsidiary post-merger[24] - The PIPE investment agreement was signed on December 20, 2024, allowing third-party investors to purchase shares in the successor company[25] - The target company, Seyond Holdings Ltd., was incorporated on November 4, 2016, under Cayman Islands law[26] - The company plans to issue warrants to the sponsors at an issue price of HKD 1.00 per warrant upon the completion of the offering[25] - The merger plan will be filed with the Cayman Islands Registrar in accordance with the business combination agreement[26] - The company aims to convert each B class share held by sponsors into one fully paid A class share[26] - A lock-up agreement regarding the shares held by the target company's shareholders will be established on December 20, 2024[26] - The successor company's shares will be listed on the main board of the Hong Kong Stock Exchange[25]

TechStar Acquisition Corporation （於開曼群島註冊成立的有限公司） 股份代號：7855 權證代號：4855 2024 中期報告 目 錄 | --- | --- | --- | |-------|------------------------|-------| | | | | | | 公司資料 | | | | 管理層討論及分析 | | | | 其他資料 .. | 8 | | | 釋義 . | 18 | | | 損益及其他全面收益表 . | 22 | | | 財務狀況表. . | 23 | | | 權益變動表 . | 24 | | | 現金流量表. . | 25 | | | 中期財務報表附註 | 26 | 2 4 1 公司資料 | --- | --- | |----------------------------------------------------------------------------------------------------------|--------------------------------------------------------- ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 TechStar Acquisition Corporation （於開曼群島註冊成立的有限公司） （股份代號：7855） （權證代號：4855） 截至2024年6月30日止六個月 中期業績公告 TechStar Acquisition Corporation董事會欣然公佈本公司於截至2024年6月30日止 六個月的未經審核中期業績連同截至2023年6月30日止六個月的比較數字。 1 損益及其他全面收益表 截至2024年6月30日止六個月 | --- | --- | --- | --- | |---------------------------------|-------|--------------|--------------| | | | 截至 2024 年 | 截至 2023 年 | | | | 6 月 30 日止 | 6 月 30 日止 | | | | 六個月 | 六個月 | | | | （未 ...

Financial Performance - The company recorded a total loss of approximately HKD 99.8 million during the reporting period, primarily due to expenses related to equity-settled share payments associated with the completion of SPAC merger transactions[14]. - In 2023, the company's total revenue was approximately HKD 1,001.0 million, which has been deposited into a trust account in Hong Kong[41]. - The company incurred administrative expenses of approximately HKD 98.9 million during the reporting period, primarily related to expenses associated with the completion of the special purpose acquisition company (SPAC) transaction[39]. - The company's current liabilities as of December 31, 2023, were approximately HKD 1,094.7 million, mainly consisting of accrued expenses and other payables of approximately HKD 91.2 million[40]. - The company has no contingent liabilities as of December 31, 2023[48]. - The company has not issued any debt securities during the reporting period[100]. - The company will not declare any cash dividends prior to the completion of the special purpose acquisition company transaction[186]. - The board has decided not to recommend the distribution of any final dividend for the reporting period[186]. Capital and Funding - The total amount raised from the issuance of Class A shares and warrants was HKD 1,001.0 million[9]. - The company plans to utilize various funding sources for the SPAC transaction, including proceeds from the sale of B shares and investments from independent third-party investors[37]. - The company has a credit facility providing up to HKD 10.0 million for operational funding, which has not been drawn as of December 31, 2023[44]. - The company has a credit facility of up to HKD 10 million for operational funding, but no amounts were drawn during the reporting period[81]. - Approximately HKD 20.0 million was used to settle underwriting commissions related to the issuance of Class B shares and warrants[1]. - As of January 1, 2023, approximately HKD 6.4 million remains unutilized from the proceeds of the issuance of warrants and Class B shares[1]. Business Strategy and Operations - The company is focusing on potential business combinations in the new economy sectors of China, including innovative technologies and advanced manufacturing[10]. - The company is currently in the process of selecting and negotiating potential merger opportunities, with no binding agreements established yet[33]. - The company plans to manage operational expenses effectively during negotiations and due diligence for potential SPAC merger targets[17]. - The company has sufficient financial resources to meet its ongoing capital needs prior to the completion of any SPAC merger transactions[18]. - The company will continue to incur compliance-related expenses associated with being a publicly listed entity[13]. - The company has not entered into any revenue-generating transactions during the reporting period[32]. - The company has not conducted any significant business since its establishment, except for identifying potential acquisition targets for its SPAC transactions[91]. - The company is committed to continuously reviewing and adjusting its business strategies to respond to changing market conditions[1]. Market and Growth Outlook - Future outlook indicates a projected revenue growth of 15% for the next fiscal year, driven by new product launches and market expansion strategies[70]. - Market expansion plans include entering three new international markets by the end of 2024, targeting a 10% increase in global market share[68]. - A new product line is expected to launch in Q2 2024, with anticipated sales of $20 million in the first year[70]. - The company has set a performance guidance of $200 million in revenue for the upcoming quarter, reflecting a 20% increase from the previous quarter[70]. - The company expects to generate operational income only after the completion of the SPAC transaction[38]. Research and Development - The company is investing $50 million in research and development for new technologies aimed at enhancing operational efficiency[66]. Corporate Governance - The board of directors has approved a new compensation strategy aimed at aligning executive pay with long-term performance metrics[74]. - The company has established three board committees: audit committee, nomination committee, and remuneration committee to oversee specific aspects of its affairs[1]. - The company has adopted the corporate governance code as its own governance code[198]. - The board is responsible for fostering a corporate culture aligned with the company's vision and business strategy[199]. Shareholder Information - As of December 31, 2023, the total number of issued shares of the company is 125,100,000, which includes 100,100,000 Class A shares and 25,000,000 Class B shares[1]. - The interests of directors and senior management in the company's securities include 6,800,000 Class A shares and 10,000,000 Class B shares held by Mr. Ni Zhengdong, representing 6.79% and 40.00% of the respective classes[145]. - Mr. Li Zhu holds 3,400,000 Class A shares (3.40%) and 5,000,000 Class B shares (20.00%) in the company[145]. - Mr. Liu Weijie holds 850,000 Class A shares (0.85%) and 1,250,000 Class B shares (5.00%) in the company[145]. - Fortune Opportunity Fund holds 37,478,375 shares, representing 37.44% of class A shares and 29.96% of total issued shares[148]. - Ningbo Limited owns 18,805,875 shares, accounting for 18.79% of class A shares and 15.03% of total issued shares[148]. - Fountainhead Partners Fund VCC holds 9,350,000 shares, which is 9.34% of class A shares and 7.47% of total issued shares[148]. - CENTURY PRIVATE WEALTH MANAGEMENT PTE. LTD. owns 9,336,250 shares, representing 9.33% of class A shares and 7.46% of total issued shares[149]. - CNCB AM TS holds 8,750,000 shares, accounting for 35.00% of class B shares and 6.99% of total issued shares[151]. - Hony Capital Group Limited owns 7,590,000 shares, representing 7.58% of class A shares and 6.07% of total issued shares[150]. - United Strength Honor Limited holds 7,590,000 shares, which is 7.58% of class A shares and 6.07% of total issued shares[150]. - Cinda Sinorock Global Portfolio Limited Partnership I owns 9,336,250 shares, accounting for 9.33% of class A shares and 7.46% of total issued shares[149]. - CNCB AM TS also holds 5,950,000 shares, representing 5.94% of class A shares and 4.76% of total issued shares[150]. - ZCL TechStar owns 3,750,000 shares, accounting for 15.00% of class B shares and 3.00% of total issued shares[151]. - JQ Brothers Ltd., Zero2IPO Acquisition, 清科香港, and 清科集團 each hold 3,750,000 shares, representing 15.00% of the class shares and 3.00% of the total issued shares[1]. - INNO SPAC holds 35,000,000 shares, accounting for 20.00% of the class shares and 3.99% of the total issued shares[1]. Compliance and Risk Management - The company has not adopted any share plans since its incorporation[105]. - The company has not been involved in any significant non-compliance events during the reporting period[185]. - The company faces risks related to the inability to announce or complete a merger transaction within specified timeframes[80]. - There were no related party transactions or significant contracts established during the reporting period[85]. - The company has not made any charitable donations during the reporting period[1]. - The financial statements for the reporting period have been audited by Hong Kong Lixin Dehao Certified Public Accountants Limited[192]. - The annual general meeting of shareholders is scheduled for May 31, 2024[187]. - The company has maintained the public float required by listing rules as of the report date[191].

Financial Performance - The company reported a total loss of approximately HKD 99.8 million for the period, primarily due to expenses related to equity-settled share payments associated with the SPAC merger transaction[37]. - The company incurred a net loss of approximately HKD 99.8 million during the reporting period, which is mainly attributed to costs related to the SPAC merger transaction[37]. - For the fiscal year ending December 31, 2023, the company reported a total revenue of HKD 0, with an operating loss before tax expenses of HKD (99,849,000), compared to an operating loss of HKD (72,134,000) for the period from April 11, 2022, to December 31, 2022[95][96][98]. - The company incurred administrative expenses of HKD (98,861,000) for the year ending December 31, 2023, significantly higher than HKD (2,373,000) for the previous period[96]. - The company reported a net loss of HKD (99,849,000) for the year ending December 31, 2023, compared to a net loss of HKD (72,134,000) for the previous period, resulting in a basic and diluted loss per share of HKD (3.994) compared to HKD (3.823)[96][98]. Assets and Liabilities - As of December 31, 2023, the company's current liabilities amounted to approximately HKD 1,094.7 million, which includes accrued expenses and other payables of about HKD 91.2 million and the book value of redeemable Class A shares of HKD 1,001.0 million[38]. - The company recorded net current liabilities of HKD 1,091.9 million and net liabilities of HKD 35.67 million as of December 31, 2023[12]. - As of December 31, 2023, the company's non-current assets amounted to approximately HKD 1,056.2 million, all of which are restricted bank deposits[52]. - The company’s total liabilities as of December 31, 2023, were HKD 1,094,713,000, compared to HKD 1,070,734,000 in the previous year, indicating a slight increase in liabilities[97]. - The company’s net current liabilities were HKD (1,091,909,000) as of December 31, 2023, compared to HKD (1,030,813,000) in the previous year, reflecting an increase in net liabilities[97]. Revenue Generation and Business Strategy - The company has not generated any operational revenue prior to the completion of the SPAC merger transaction, and it expects to earn non-operational income from interest generated from the proceeds of Class B shares and warrants[36]. - The company has not generated any revenue during the reporting period and expects to generate operating income only after the completion of its special purpose acquisition company transaction[51]. - The company plans to focus on technology companies in the new economy sectors, such as innovative technologies, advanced manufacturing, healthcare, life sciences, entertainment, consumer goods, e-commerce, green energy, and climate action industries in China[33]. - The company will continue to focus on its business strategy as outlined in its listing documents, with no significant investment or capital asset plans other than for the special purpose acquisition company transaction[40]. - The company is currently in discussions regarding potential business combination opportunities but has not entered into any binding agreements for specific transactions[49]. Cash Flow and Financing - The company’s cash and operating capital are currently insufficient, and management plans to address this issue through loan financing provided by joint sponsors[12]. - The company has a loan facility providing up to HKD 10.0 million in working capital, with no amounts drawn as of December 31, 2023[55]. - The total amount raised from the listing is HKD 1,001,000,000, which has been deposited into a segregated trust account in Hong Kong[105]. - The company has confirmed share-based payment expenses related to Class B share conversion rights and founder warrants of approximately HKD 83,256,000 and HKD 10,736,000 respectively[44]. - The company anticipates significant costs in evaluating potential SPAC merger targets and negotiating transactions, funded through various sources including proceeds from the issuance of shares and investments from third-party investors[177]. Corporate Governance and Compliance - The company maintains a high standard of corporate governance to protect shareholder interests and enhance corporate value[61]. - The company anticipates continuing to incur expenses related to compliance with listing requirements, including legal, financial reporting, accounting, and audit compliance costs[36]. - The company has no independent reportable segments and was established to facilitate the completion of SPAC merger transactions[25]. - The company’s financial statements are prepared in accordance with all applicable International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[149]. - The company has not declared or proposed any dividends for the year ended December 31, 2023[132]. Future Outlook - The expected SPAC merger date is between December 2023 and December 2024, with an anticipated expiration date five years after the merger date[194]. - The company will continue to monitor global and Chinese economic conditions closely, aiming to identify potential SPAC merger targets while managing risks prudently[196]. - The company has a 36-month period to complete the special purpose acquisition company merger transaction, which began upon listing[146]. - The company is still in the process of selecting and negotiating potential business combination opportunities as of December 31, 2023[115]. - There is no significant foreign currency risk exposure as the company does not hold major financial assets or liabilities denominated in currencies other than its functional currency[182].

Financial Performance - The company reported a basic loss per share of HKD 1.9832, calculated based on a loss of HKD 49,581,000 divided by the weighted average number of shares outstanding of 25,000,000[14]. - The company incurred a loss of HKD 49,581,000 during the execution of its special purpose acquisition company (SPAC) merger transactions[38]. - The company reported no revenue for the six months ended June 30, 2023, consistent with the same period in 2022[41]. - The company reported a net loss of HKD 32.784 million for the six months ended June 30, 2023[121]. - The company’s operating loss before income tax expenses was HKD 49.581 million for the six months ended June 30, 2023[121]. - For the six months ended June 30, 2023, the company reported a total loss of HKD 49,581,000 compared to a loss of HKD 1,311,000 for the same period in 2022[152]. - The basic and diluted loss per share for the current period was HKD 1.983, compared to HKD 0.265 in the prior period[152]. Assets and Liabilities - As of June 30, 2023, the company's current liabilities amounted to approximately HKD 1,062.4 million, which includes accrued expenses and other payables of about HKD 59.9 million and the carrying value of redeemable A-class shares of HKD 1,001.0 million[10]. - As of June 30, 2023, the company's non-current assets were approximately HKD 1,001.0 million, all of which were restricted bank deposits held in a trust account[28]. - As of June 30, 2023, the company's net current liabilities and net debt were HKD 1,033,784,000 and HKD 32,784,000, respectively[38]. - The company’s equity as of June 30, 2023, included a capital reserve of HKD 88.928 million and accumulated losses of HKD 121.715 million[120]. - The company’s total liabilities amounted to HKD 1,062.414 million as of June 30, 2023, compared to HKD 1,070.734 million as of December 31, 2022[119]. Share Capital and Securities - The company has issued and outstanding 100,100,000 Class A shares and 50,050,000 warrants as of June 30, 2023[51]. - The total number of shares issued is 125,100,000, including 100,100,000 Class A shares and 25,000,000 Class B shares[62]. - The total amount raised from the offering is approximately HKD 1,001.0 million, held in a custodial account in Hong Kong[68]. - The total proceeds from the issuance of A class shares and warrants amounted to HKD 1,001.0 million[177]. - The fair value of redeemable Class A shares was HKD 1,001,000 as of June 30, 2023, unchanged from December 31, 2022[52]. - The warrants allow holders to purchase Class A shares at an exercise price of HKD 11.50, with a redemption threshold of HKD 20.00[53]. - The company has issued 25,000,000 Class B shares that remain unexercised as of June 30, 2023[138]. Corporate Governance and Compliance - The company has complied with all applicable provisions of the corporate governance code during the reporting period, except for the requirement that the roles of chairman and CEO should be held by different individuals[73]. - The audit committee, composed of three independent non-executive directors, has reviewed the interim performance of the company during the reporting period[77]. - The company has adopted the corporate governance code as per the listing rules, ensuring high standards of corporate governance[104]. Future Outlook and Plans - The company expects to generate non-operating income through interest earned from the proceeds of the sale of B-class shares and sponsor warrants after the completion of the SPAC merger[26]. - The company anticipates incurring ongoing compliance-related expenses, including legal, financial reporting, accounting, and audit compliance costs, as well as due diligence expenses related to potential SPAC merger transactions[26]. - The expected merger date for the special purpose acquisition company is between December 2023 and December 2024[170]. - The company plans to conduct thorough due diligence and reasonable valuation on potential merger targets[179]. - The company has not selected any potential business combination targets as of June 30, 2023, and has not engaged in substantial discussions regarding any business combination[122]. Cash Flow and Funding - Cash and cash equivalents decreased to HKD 4.528 million as of June 30, 2023, down from HKD 39.921 million at the beginning of the period[121]. - The company has a credit facility providing up to HKD 10.0 million for operational funding, with no amounts drawn as of June 30, 2023[31]. - The company plans to address its liquidity issues through loans provided by co-sponsors[38]. - The company has not utilized any of the total proceeds from the sale during the reporting period[100]. - The total proceeds received from the sale of founder warrants amounted to approximately HKD 40.0 million[101]. Administrative Expenses - The company incurred administrative expenses of approximately HKD 49.6 million during the reporting period, primarily due to costs related to equity-settled share payments for B-class shares and sponsor warrants after the completion of the SPAC merger[9]. - The company incurred administrative expenses of HKD 49,590,000 during the reporting period, significantly higher than HKD 18,000 in the previous year[152]. - The company recognized share-based payment expenses of approximately HKD 41,286,000 related to B class share options and HKD 5,324,000 related to founder warrants during the reporting period[167]. Shareholder Information - Major shareholders include Zero2IPO Acquisition with a beneficial interest of 15% and INNO SPAC with a beneficial interest of 20%[129]. - Fortune Opportunity Fund holds 37,478,375 shares, representing 37.44% of Class A shares and approximately 29.96% of total issued shares[192]. - Ningbo Limited and its controlled entities collectively own 18,805,875 shares, accounting for 18.79% of Class A shares and approximately 15.03% of total issued shares[192]. - Fountainhead Partners Fund VCC holds 9,350,000 shares, which is 9.34% of Class A shares and approximately 7.47% of total issued shares[194]. - Jin Yong Capital Management Limited owns 10,803,375 shares, representing 10.79% of Class A shares and approximately 8.64% of total issued shares[194]. - Century Private Wealth Management PTE. LTD. holds 9,336,250 shares, accounting for 9.33% of Class A shares and approximately 7.46% of total issued shares[194]. - Cinda Sinorock Global Portfolio Limited Partnership I owns 9,336,250 shares, representing 9.33% of Class A shares and approximately 7.46% of total issued shares[194].

Financial Performance - For the six months ended June 30, 2023, the company reported a total loss of HKD 49,581,000 compared to a loss of HKD 1,311,000 for the same period in 2022, representing an increase in loss of approximately 3,684%[11] - The company incurred administrative expenses of HKD 49,590,000 for the six months ended June 30, 2023, compared to HKD 18,000 for the same period in 2022, reflecting a significant increase in operational costs[11] - The company reported a basic and diluted loss per share of HKD 1.983 for the six months ended June 30, 2023, compared to HKD 0.265 for the same period in 2022[11] - The company has not generated any revenue from operations, with interest income of HKD 9,000 reported for the period[11] - The company has not generated any revenue for the six months ended June 30, 2023, consistent with the previous period[30] - The company recorded a total loss of approximately HKD 49.6 million during the reporting period, primarily due to expenses related to equity-settled share payments associated with the completion of the SPAC merger transaction[120] Cash and Liquidity - The company had cash and cash equivalents of HKD 4,528,000 as of June 30, 2023, down from HKD 39,921,000 at the beginning of the period, indicating a decrease of approximately 88.7%[3] - The cash and cash equivalents decreased by HKD 35,393,000 during the reporting period[37] - The company has classified the funds in the escrow account as non-current assets due to uncertainty regarding the completion of the special purpose acquisition company transaction within the next 12 months[34] - The company received total proceeds of approximately HKD 1,001.0 million from the sale, all held in cash or cash equivalents in an escrow account[132] - The remaining funds of about HKD 4.5 million will be utilized for operational purposes, including expenses related to potential mergers and acquisitions[160] Liabilities and Financial Position - The net current liabilities as of June 30, 2023, were HKD 1,033,784,000, slightly increasing from HKD 1,030,813,000 at the end of 2022[3] - As of June 30, 2023, the company's net current liabilities and net debt were HKD 1,033,784,000 and HKD 32,784,000, respectively[29] - The company had current liabilities of approximately HKD 1,062.4 million as of June 30, 2023, which included accrued expenses and other payables of about HKD 59.9 million[98] - The company had accrued expenses of HKD 35.81 million as of June 30, 2023, down from HKD 67.44 million as of December 31, 2022, representing a decrease of approximately 47%[80] Share Capital and Securities - The company issued and outstanding 100,100,000 Class A shares and 50,050,000 listed warrants as of June 30, 2023, with an additional 25,000,000 Class B shares issued[7] - The average number of ordinary shares outstanding was 25,000,000 for the period, compared to 4,938,272 for the same period in 2022[33] - As of June 30, 2023, the company had 40,000,000 outstanding warrants with an exercise price of HKD 11.50[66] - The estimated fair value of each Class B share option is HKD 10.0, based on the issuance price of Class A shares[64] - The company reported a share-based payment expense of HKD 41,286 thousand related to Class B share options for the six months ended June 30, 2023[68] Business Strategy and Operations - The company has not yet identified any potential business combination targets and has not engaged in any substantial discussions regarding such transactions as of June 30, 2023[6] - The company anticipates that it will only generate operating income beyond interest income after completing a business combination transaction[17] - The company plans to address its financial challenges through loans provided by the joint sponsors[29] - The company aims to negotiate attractive valuations and favorable acquisition terms for potential SPAC transactions[71] - The company is focused on managing operational expenses while negotiating and conducting due diligence on potential SPAC merger targets[127] Compliance and Governance - The company has not adopted any new standards or interpretations that have a significant impact on its accounting policies during the reporting period[25] - The company is in compliance with applicable accounting standards and regulations, as confirmed by the audit committee[167] - The company has maintained its commitment to corporate governance standards, despite deviations in certain areas[163] - The company will continue to incur compliance-related expenses, including legal, financial reporting, accounting, and audit compliance costs[123] Future Outlook - The company has a 36-month period from the listing date to complete the special purpose acquisition company transaction, with potential consequences if this is not achieved[44] - The company remains optimistic about the recovery and accelerated development of the Chinese economy despite potential challenges in 2023[122] - The company plans to continue exploring strategic opportunities and potential mergers and acquisitions[171]

Financial Performance - The company recorded a total loss of approximately HKD 72.1 million during the reporting period, mainly due to listing expenses and the amortization of costs related to redeemable Class A shares[18]. - The company did not generate any revenue during the reporting period and expects to start generating operating income only after the completion of its special purpose acquisition company (SPAC) merger[30]. - The company incurred listing expenses of approximately HKD 3.9 million and transaction costs related to redeemable Class A shares of approximately HKD 64.4 million during the reporting period[30]. - The company incurred a loss of HKD 72,134,000 during its special purpose acquisition company merger transactions and expects to continue incurring significant costs[163]. Assets and Liabilities - As of December 31, 2022, the company's non-current assets were approximately HKD 1,001.0 million, all of which were restricted bank deposits[10]. - The company's current liabilities as of December 31, 2022, were approximately HKD 1,070.7 million, primarily consisting of accrued expenses and other payables of about HKD 67.4 million[11]. - As of December 31, 2022, the company had no borrowings, resulting in an asset-to-liability ratio that is not applicable[26]. - As of December 31, 2022, the company's current liabilities net amount was HKD 1,030,813,000 and total liabilities net amount was HKD 29,813,000[163]. Capital Raising and Funding - The company raised a total of HKD 1,001.0 million from the issuance of Class A shares and warrants listed on December 23, 2022[5]. - The company received total proceeds of approximately HKD 1,001.0 million during the reporting period, which has been deposited in a custody account in Hong Kong[25]. - The total proceeds from the sale amount to approximately HKD 1,001.0 million, held in a custodial account in Hong Kong[71]. - The total amount from the sale of founder warrants was approximately HKD 20.0 million for underwriting commissions and HKD 13.5 million for other expenses[93]. - The company plans to use various funding sources for potential mergers, including proceeds from the sale of shares and warrants, investments from independent third-party investors, and debt financing[22]. Corporate Governance - The company has established three board committees: Audit Committee, Nomination Committee, and Remuneration Committee to oversee specific aspects of its affairs[102]. - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[99]. - The board of directors is responsible for the overall leadership and strategic decision-making of the company[102]. - The company has maintained a high standard of business ethics and corporate governance throughout its operations[121]. - The board has established a diversity policy to enhance performance, considering factors such as gender, skills, age, and industry experience[136]. - The company emphasizes compliance with the corporate governance code, ensuring the roles of chairman and CEO are distinct[149]. - The company has adopted a director nomination policy to ensure a balanced skill set and diversity within the board[152]. Shareholder Communication and Relations - The company emphasizes the importance of effective communication with shareholders to enhance investor relations and ensure informed investment decisions[192]. - The company has adopted a shareholder communication policy and maintains a website to provide updates on business operations, financial data, and corporate governance practices[193]. Mergers and Acquisitions - The company has not identified any specific merger targets for special purpose acquisition companies during the reporting period[19]. - The company will continue to monitor market trends and identify high-potential acquisition targets[20]. - The company expects to incur significant costs in evaluating and negotiating potential merger targets[22]. - The company aims to negotiate attractive valuations and favorable acquisition terms for potential SPAC merger transactions, leveraging the experience of its sponsors and management in the new economy sector[39]. - The company has no significant investments or acquisitions during the reporting period, focusing solely on completing the SPAC merger[28][36]. Risk Management - The company has established a risk management and internal control system aimed at protecting assets and ensuring compliance with regulations, providing reasonable assurance against significant misstatements or losses[189]. - The audit committee and board have reviewed the effectiveness of the risk management and internal control systems, finding them to be effective and adequate during the reporting period[190]. Board Composition and Meetings - As of December 31, 2022, the board consists of one female director and eight male directors, indicating a gender balance[137]. - The board composition includes three independent non-executive directors, meeting the requirements of the listing rules[124]. - The company has adopted a practice of holding at least four board meetings annually, approximately once per quarter[170]. - All board meetings are notified at least 14 days in advance, ensuring directors have sufficient time to review relevant documents[154]. - The company has not held any board meetings or shareholder meetings during the relevant period due to its listing on December 23, 2022[171]. Audit and Compliance - The company has appointed Hong Kong Lixin Dehao CPA Limited as its auditor since its listing date, with no changes in auditors during the reporting period[116]. - The company has confirmed that all directors adhered to the standard code during the relevant period[171]. - The company will continue to review and monitor compliance with legal and regulatory requirements[174].