Corner Growth Acquisition (COOL)
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Corner Growth Acquisition (COOL) - 2025 Q3 - Quarterly Report
2025-11-18 21:00
Financial Performance - The net loss for the three months ended September 30, 2025, was $46,196,000 compared to a net income of $4,112,487,000 for the same period in 2024, indicating a substantial decline in profitability[12]. - Basic and diluted net loss per Class A redeemable ordinary share for the three months ended September 30, 2025, was $(0.00), compared to $0.40 for the same period in 2024[12]. - For the nine months ended September 30, 2025, the company reported a net income of $108,068 compared to a net loss of $477,816 for the same period in 2024[16]. - For the three months ending September 30, 2025, the Company reported a net loss of $46,196, primarily due to operating and formation costs of $142,843, offset by $16,603 in earnings on cash held in the trust account and a gain of $80,000 from changes in fair value of warrant liabilities[178]. - For the nine months ended September 30, 2025, the Company had a net income of $108,068, mainly from a gain of $213,333 from changes in fair value of warrant liabilities and $49,500 in earnings on cash held in the trust account, offset by $154,808 in operating and formation costs[179]. Assets and Liabilities - Total assets decreased from $1,967,696,000 as of December 31, 2024, to $1,900,003,000 as of September 30, 2025, representing a decline of approximately 3.4%[10]. - Current liabilities increased significantly from $30,171,000 to $196,864,000, marking a rise of about 552%[10]. - Cash and marketable securities held in the Trust Account decreased from $1,967,696,000 to $1,888,076,000, a decline of about 4%[10]. - The accumulated deficit as of September 30, 2025, was $6,001,110,000, a slight improvement from $6,059,678,000 as of December 31, 2024[10]. - As of September 30, 2025, the Company had $11,927 in operating bank accounts and $1,888,076 in the Trust Account, with a working capital deficit of $184,936[170]. Shareholder Activity - The company raised gross proceeds of $400,000,000 from its Initial Public Offering, with 40,000,000 units sold at $10.00 per unit[23]. - Shareholders redeemed 38,808,563 Class A ordinary shares for a total of $393,676,799, averaging approximately $10.14 per share during the December 2022 Extraordinary General Meeting[31]. - As of February 29, 2024, shareholders redeemed 83,349 Class A ordinary shares for a total of $911,508, equating to approximately $10.94 per share, leaving 10,161,589 Class A shares outstanding[38]. - On October 31, 2024, shareholders redeemed 124,289 Class A ordinary shares for total payments of approximately $1.40 million[120]. - The Company has 10,173,653 Class A ordinary shares issued and outstanding as of September 30, 2025, with 173,653 shares subject to possible redemption[87]. Business Combination and Operations - The company had not commenced any operations as of September 30, 2025, and will not generate operating revenues until after completing its initial Business Combination[20]. - The Company plans to focus on technology businesses primarily located in the United States for its Business Combination[19]. - As of June 21, 2023, the company extended the deadline to consummate a Business Combination to March 20, 2024[32]. - The Company extended the deadline for completing a business combination from March 20, 2024, to June 30, 2024, as approved by shareholders[37]. - The Company has extended the deadline to consummate a business combination to December 31, 2025, following shareholder approval[166]. Nasdaq Compliance and Delisting - The Company received a notice from Nasdaq regarding potential delisting due to non-compliance with business combination timelines, leading to a hearing request[47]. - On June 21, 2024, Nasdaq determined to delist the Company's securities due to non-compliance with listing requirements, effective June 25, 2024[51]. - The Company received a final delisting notice from Nasdaq on August 13, 2024, due to violations of listing rules[52]. - The Company is evaluating alternative options for trading and potential future re-listings to maximize shareholder value following the delisting[56]. - The Company is assessing alternative trading options after being delisted from Nasdaq due to non-compliance with listing rules[159]. Financial Instruments and Liabilities - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[76]. - The Company had no outstanding liabilities to the former Sponsor as of September 30, 2025, following the transfer of liabilities amounting to $5,457,840 to the Original Sponsor[175]. - The Company incurred $0 fees under the administrative support agreement during the three months ended September 30, 2025[192]. - The Company has not recognized any unrecognized tax benefits as of September 30, 2025, and does not expect significant changes in unrecognized tax benefits over the next twelve months[78]. - The Company had a warrant liability of $266,667, reflecting a change in fair value of $(559,999) during the year ended December 31, 2024[137]. Share Structure and Compensation - The Company converted 9,825,000 Class B ordinary shares into Class A ordinary shares, resulting in a total of 10,244,938 Class A shares outstanding, with 419,938 subject to possible redemption[36]. - The Company has two classes of shares, and diluted net income (loss) per share is the same as basic net income (loss) per share for the periods ended September 30, 2025 and 2024[201]. - The Company has 175,000 Class B ordinary shares issued and outstanding as of September 30, 2025[122]. - The Company transferred 150,000 Founder Shares to three independent directors as compensation for their future services[90]. - As of September 30, 2025, no stock-based compensation expense was recognized due to the improbability of achieving the performance-based vesting condition[91].
Corner Growth Acquisition (COOL) - 2025 Q2 - Quarterly Report
2025-08-12 21:10
Financial Performance - The net income for the three months ended June 30, 2025, was $11,807, a significant improvement compared to a net loss of $2,077,100 for the same period in 2024[12]. - Operating and formation costs for the three months ended June 30, 2025, were $4,800, a drastic decrease from $1,088,768 in the same period of 2024[12]. - The Company reported a net income of $202 for the three months ended June 30, 2025, with a basic and diluted net income per share of $0.00 for Class A redeemable shares[83]. - For the six months ended June 30, 2025, the net income allocation was $829,414, resulting in a basic and diluted net income per share of $0.02 for Class A redeemable shares[83]. - For the six months ended June 30, 2025, the Company had a net income of $154,265, mainly due to a gain from the change in fair value of warrant liabilities[176]. - The Company incurred a net loss of $4,590,303 for the six months ended June 30, 2024, attributed to changes in fair value of warrant liabilities and operating costs[178]. Assets and Liabilities - Total assets increased to $2,000,592 as of June 30, 2025, compared to $1,967,696 as of December 31, 2024, reflecting a growth of approximately 1.67%[10]. - Current liabilities rose to $42,137 as of June 30, 2025, from $30,172 as of December 31, 2024, marking an increase of about 39.7%[10]. - The total shareholders' deficit improved to $(175,470) as of June 30, 2025, from $(296,838) as of December 31, 2024[10]. - As of June 30, 2025, the Company had $0 in operating bank accounts and $2,000,592 in the Trust Account for business combinations or share repurchases[59]. - The Company has a working capital deficit of $42,137, raising substantial doubt about its ability to continue as a going concern[61]. - Cash and marketable securities held in the Trust Account amounted to $2,000,592 as of June 30, 2025, up from $1,967,696 as of December 31, 2024[9]. Business Operations - The company has not commenced any operations as of June 30, 2025, and will not generate operating revenues until after completing its initial Business Combination[20]. - The Company has not generated any operating revenues since inception, focusing solely on identifying business combination candidates[175]. - The Company intends to focus on businesses in the technology industries primarily located in the United States for potential Business Combinations[19]. Shareholder Activity - Shareholders redeemed 38,808,563 Class A ordinary shares for a total of $393,676,799, averaging approximately $10.14 per share[32]. - In the June 2023 Extraordinary General Meeting, shareholders redeemed 771,499 Class A ordinary shares for $8,085,078, or approximately $10.48 per share[34]. - Shareholders redeemed 124,289 Class A ordinary shares for approximately $11.26 per share, totaling $1,399,974[42]. - Shareholders redeemed 83,349 Class A ordinary shares, resulting in redemption payments totaling $911,508, or approximately $10.94 per share[162]. Business Combination and Agreements - The Company entered into a Business Combination Agreement on December 29, 2023, to merge with Noventiq, involving the issuance of 31,500,000 Parent's Class A ordinary shares[153]. - The Business Combination Agreement was mutually terminated on July 3, 2024, due to unfavorable market conditions, with no penalties incurred[154]. - The Company extended the deadline for completing a business combination from October 31, 2024, to December 31, 2025, as approved by shareholders[167]. - The Company approved an amendment to extend the deadline for a business combination to December 31, 2025[41]. Nasdaq Compliance and Delisting - The Company received a notice from Nasdaq on December 18, 2023, regarding potential delisting due to non-compliance with IM-5101-2, requiring business combinations within 36 months of IPO[43]. - Nasdaq granted a hearing request, which stayed the suspension of trading until the hearing process concluded[44]. - On March 15, 2024, the Nasdaq Hearings Panel granted an exception to the Company's listing deficiencies until June 17, 2024, due to substantial steps toward closing its initial business combination[45]. - Nasdaq determined to delist the Company's securities effective June 25, 2024, due to non-compliance with IM-5101-2 and the minimum publicly held shares requirement[47]. - The Company received a final delisting notice on August 13, 2024, confirming the delisting due to violations of Nasdaq Listing Rules[48]. Financial Instruments and Securities - The Company accounts for warrants based on their specific terms, determining whether they are classified as equity or liability instruments[207]. - The Public Warrant Liability is valued at $133,333, down from $266,667 as of December 31, 2024, reflecting a decrease of 50%[136]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[78]. - The Company holds substantially all assets in cash or money market mutual funds in U.S. based trust accounts, ensuring liquidity and minimal credit risk[65]. Sponsor and Fees - The Sponsor paid $25,000 for 8,625,000 Class B ordinary shares, resulting in a per share price of approximately $0.003[91]. - The underwriters are entitled to a deferred fee of $4,000,000, payable upon the completion of a Business Combination[104]. - A Finder's Fee Arrangement includes a $2,000,000 cash payment contingent on the consummation of the Proposed Business Combination, with potential stock-based compensation recognized upon completion[196]. - The Company has agreed to a fee reduction, resulting in a reduced deferred fee of $7,000,000 payable upon consummation of a business combination[27].
Corner Growth Acquisition (COOL) - 2025 Q1 - Quarterly Report
2025-07-16 18:14
Financial Performance - The company reported a net income of $142,457 for the three months ended March 31, 2025, compared to a net loss of $2,513,203 for the same period in 2024, indicating a significant turnaround[13] - Operating and formation costs decreased to $7,165 in Q1 2025 from $705,918 in Q1 2024, reflecting a reduction of approximately 99%[13] - The change in fair value of warrant liabilities showed a gain of $133,333 in Q1 2025, compared to a loss of $1,863,067 in Q1 2024, highlighting improved financial performance[13] - Basic and diluted net income per Class A redeemable ordinary share was $0.01 for Q1 2025, compared to a loss of $0.24 for Q1 2024[13] - For the three months ended March 31, 2025, the company reported a net income of $142,457, primarily from a change in the fair value of warrant liabilities[171] Assets and Liabilities - Total assets as of March 31, 2025, increased to $1,983,985 from $1,967,696 as of December 31, 2024, representing a growth of approximately 0.82%[11] - Total current liabilities increased to $37,337 as of March 31, 2025, from $30,172 as of December 31, 2024, marking an increase of approximately 23.5%[11] - Shareholders' deficit improved to $(170,670) as of March 31, 2025, from $(296,838) as of December 31, 2024, indicating a reduction of approximately 42.5%[11] - As of March 31, 2025, the Company had $1,983,985 in the Trust Account and a working capital deficit of $37,337[57] - The company had $0 held outside the Trust Account as of March 31, 2025, indicating reliance on Trust Account funds for future operations[170] Business Combination and Operations - The company has not commenced any operations as of March 31, 2025, and will not generate operating revenues until after completing its initial Business Combination[20] - The Company has entered into a Business Combination Agreement with Noventiq Holdings PLC, which includes a merger structure involving multiple entities[50] - The Company announced an Exchange Offer for global depositary receipts representing Noventiq ordinary shares, which expired on May 10, 2024[52] - The Company extended the deadline for consummating a business combination to March 20, 2024, during the June 2023 Extraordinary General Meeting[31] - The company has extended the deadline for consummating a business combination multiple times, with the latest extension pushing the date to December 31, 2025[162] Shareholder Activity - Shareholders redeemed 38,808,563 Class A ordinary shares for a total of $393,676,799, averaging approximately $10.14 per share during the December 2022 Extraordinary General Meeting[30] - In the June 2023 Extraordinary General Meeting, shareholders redeemed 771,499 Class A ordinary shares for a total of $8,085,078, averaging approximately $10.48 per share[33] - Following the June 2023 meeting, the Company had 10,244,938 Class A ordinary shares issued and outstanding, with 419,938 shares subject to possible redemption[34] - Shareholders redeemed 83,349 Class A ordinary shares for a total of $911,508, averaging approximately $10.94 per share during the February 2024 Extraordinary General Meeting[36] Nasdaq Compliance and Delisting - The Company received a notice from Nasdaq regarding potential delisting due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[43] - Nasdaq granted the Company an exception to its listing deficiencies until June 17, 2024, allowing time to close its initial business combination[45] - Nasdaq determined to delist the Company's securities effective June 25, 2024, due to non-compliance with IM-5101-2 and failure to meet the minimum requirement of 500,000 publicly held shares[47][48] - The Company's shares were suspended from trading on August 14, 2024, and a Form 25-NSE was filed with the SEC to formally remove the Company's securities from Nasdaq[49] Financial Concerns and Going Concern - Management believes the Company will not have sufficient working capital to meet its needs through the consummation of a Business Combination[58] - The Company has raised concerns regarding its ability to continue as a going concern due to negative financial trends and a working capital deficiency[59] - Management has raised substantial doubt about the company's ability to continue as a going concern for one year following the issuance of the financial statements due to negative financial trends[169] Securities and Warrants - The Company accounts for its securities held in the Trust Account as trading securities, with unrealized gains or losses recognized through other income[64] - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[75] - The fair value of the Public Warrants as of March 31, 2025, is approximately $133,333, down from $266,667 as of December 31, 2024[133] - The Company’s Public Warrants are redeemable if the closing price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30-trading day period[115] Administrative and Operational Costs - The company incurred $0 in administrative service fees for the years ended 2024 and 2023, with a total of $960,000 agreed to be paid until the completion of the initial Business Combination[95] - The company incurred $0 in administrative fees during the three months ended March 31, 2025, as the Sponsor waived its right to receive any outstanding payments[181] - The company has not recognized any unrecognized tax benefits as of March 31, 2025, and December 31, 2024, and does not expect significant changes in unrecognized tax benefits over the next twelve months[78] Miscellaneous - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[72] - The Company has not experienced losses on cash accounts that may exceed the Federal Deposit Insurance Corporation coverage of $250,000 as of March 31, 2025[70] - The Company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies[73] - The Company has agreed to certain transfer restrictions on its Founder Shares, which cannot be transferred until certain conditions are met following a Business Combination[88] - The Company adopted ASU 2016-13 effective January 1, 2023, with no impact on its financial statements as it does not have financial assets within the scope of the guidance[206]
Corner Growth Acquisition (COOL) - 2024 Q4 - Annual Report
2025-07-08 19:55
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________ to ____________ Commission File Number 001-39814 CORNER GROWTH ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 98-1563902 (Sta ...
Corner Growth Acquisition (COOL) - 2024 Q3 - Quarterly Report
2024-11-27 22:24
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to ______ Commission File Number: 001-39814 CORNER GROWTH ...
Corner Growth Acquisition (COOL) - 2024 Q2 - Quarterly Report
2024-08-14 21:07
Table of Contents Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant COOLU N/A Class A ordinary share, par value $0.0001 per Share COOL N/A Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 COOLW N/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM ...
Corner Growth Acquisition (COOL) - 2024 Q1 - Quarterly Report
2024-05-14 22:14
IPO and Business Combination Timeline - The Company completed its Initial Public Offering on December 21, 2020, raising gross proceeds of $400 million from the sale of 40 million units at $10.00 per unit[147]. - As of June 21, 2023, the Company extended the deadline to complete a Business Combination to March 20, 2024, following shareholder approval[152]. - The Business Combination Agreement with Noventiq Holdings PLC was amended and restated on December 29, 2023, outlining the merger process[161]. - The Company announced an Exchange Offer for global depositary receipts representing Noventiq ordinary shares, which expired on May 10, 2024[164]. - As of February 29, 2024, the Company extended the deadline for completing a Business Combination to June 30, 2024, with shareholder approval[155]. Shareholder Actions and Compliance - Shareholders redeemed 771,499 Class A ordinary shares in June 2023, resulting in redemption payments totaling approximately $8.1 million, or $10.48 per share[153]. - Following the June 2023 Extraordinary General Meeting, 419,938 Class A ordinary shares remained outstanding after redemptions[153]. - The Company has until June 24, 2024, to submit a plan to regain compliance with Nasdaq's minimum publicly held shares requirement[160]. Nasdaq Compliance and Listing Status - The Company received a notice from Nasdaq on December 18, 2023, regarding potential delisting due to non-compliance with the requirement to complete a Business Combination within 36 months of its IPO[157]. - On March 15, 2024, Nasdaq granted the Company an exception to its listing deficiencies until June 17, 2024, based on substantial steps taken towards closing its initial Business Combination[159].
Corner Growth Acquisition (COOL) - 2023 Q4 - Annual Report
2024-04-01 21:23
Financial Performance - As of December 31, 2023, the company reported a net loss of $3,921,719, primarily due to $3,561,597 in general and administrative costs and $102,000 in transaction costs[404]. - The company held $21,631 in its operating bank account and had negative working capital of $4,284,613 as of December 31, 2023[395]. - The company incurred $669,866 in changes in the fair value of warrant liabilities for the year ended December 31, 2023[404]. - The Company incurred $480,000 in administrative support fees for the year ended December 31, 2022, with $280,000 outstanding as of December 31, 2023[414]. - The underwriters received $8,000,000 in underwriting discounts and $4,000,000 in deferred fees after a fee reduction agreement[418]. Business Combination - The company is pursuing a business combination with Noventiq, which will involve the issuance of 31,500,000 new Class A ordinary shares to Noventiq's owners[389]. - Shareholders approved an extension to complete the business combination until June 30, 2024, with 83,349 Class A ordinary shares redeemed for a total of $911,508[393][394]. - The company received a notice from Nasdaq regarding potential delisting due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[390]. - The Company and its sponsor have entered into a Sponsor Support Agreement to vote in favor of the Business Combination Agreement and restrict certain share transfers prior to the closing of the Proposed Business Combination[427]. - Noventiq Supporting Shareholders have executed a Voting and Support Agreement to support the Business Combination and agree to a lock-up of Noventiq Shares for six months post-closing[428]. Shareholder and Sponsor Activities - The sponsor paid $25,000 for 8,625,000 Class B ordinary shares, resulting in a per share price of approximately $0.003[406]. - As of December 31, 2022, there were 10,000,000 Class B ordinary shares outstanding after the sponsor forfeited 62,500 shares[406]. - The sponsor converted 9,825,000 Class B ordinary shares into Class A ordinary shares, resulting in 10,244,938 Class A ordinary shares outstanding[406]. - The sponsor purchased 7,600,000 private placement warrants at $1.50 each, generating proceeds of $11,400,000[408]. - Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share[409]. - The sponsor agreed to loan the Company up to $300,000 for IPO expenses, with $115,000 and $55,000 borrowed and repaid in full by December 22, 2020[411]. Compliance and Reporting - The Company has demonstrated adverse conditions that raise substantial doubt about its ability to continue as a going concern for one year following the issuance of the financial statements[397]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[431]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[432]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[433]. - As of December 31, 2023, the Company reported no off-balance sheet arrangements or contractual obligations[430]. IPO Details - The company completed its Initial Public Offering (IPO) on December 21, 2020, raising gross proceeds of $400 million from the sale of 40 million units at $10.00 per unit[386]. - The company has a commitment from its sponsor to loan up to $300,000 to cover expenses related to the IPO[396]. - The Company has agreed to establish a Level 2 ADS facility for American Depositary Shares, expected to trade on Nasdaq under the symbol "NVIQ"[425]. - The Finder's Fee Arrangement includes a $2,000,000 cash payment to a third party contingent on the consummation of the Proposed Business Combination[423].
Noventiq and Corner Growth Acquisition Corp. File Form F-4/A; Reports Strong H1 FY24 Results Ahead of Proposed Nasdaq Listing
Businesswire· 2024-03-13 21:33
LONDON & PALO ALTO, Calif.--(BUSINESS WIRE)--Noventiq Holdings PLC (“Noventiq”), a global digital transformation and cybersecurity solutions and services provider, and Corner Growth Acquisition Corp. (Nasdaq: COOL) (“Corner Growth”), a special purpose acquisition company led by veteran technology investors (“Sponsors”), today filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4/A (the “F-4/A”) in connection with the previously announced proposed Business Co ...
Corner Growth Acquisition (COOL) - 2023 Q3 - Quarterly Report
2023-11-13 21:38
Financial Position - As of September 30, 2023, the company had $21,761 in its operating bank account and a working capital deficit of $3,467,719[174]. - The company is indebted to the Sponsor and its affiliates for $1,622,682, which includes $1,342,682 of operating and formation costs and $280,000 of unpaid administrative fees[175]. - The company has not generated any operating revenues until the completion of its initial Business Combination[177]. - The Company believes it will not have sufficient working capital to meet its needs through the consummation of a Business Combination[202]. - As of September 30, 2023, the Company had a total shareholders' deficit of $9,142,385, compared to $5,782,772 as of December 31, 2022[249]. - The Company had $4,493,902 in the Trust Account designated for a Business Combination or to repurchase ordinary shares, alongside a working capital deficit of $3,467,719[262]. - The Trust Account holds a total of $393,676,799, approximately $10.14 per share, including $5,591,169 of earnings not previously withdrawn[196]. Business Combination Plans - The company entered into a definitive business combination agreement with Noventiq Holdings PLC on May 4, 2023[169]. - The Company entered into a Business Combination Agreement with Noventiq Holdings PLC, expecting to close the transaction in the first half of 2024[197]. - The scheduled liquidation date is March 20, 2024, raising substantial doubt about the company's ability to continue as a going concern[176]. - The company held an extraordinary general meeting on June 21, 2023, to extend the deadline for consummating a business combination to March 21, 2024[172]. - The Business Combination Agreement with Noventiq Holdings PLC values Noventiq's equity at $877,000,000, plus the aggregate exercise price of Noventiq's options[252]. - The Company plans to change its name to "Noventiq Holding Company" upon the closing of the business combination[260]. Shareholder Activity - In January 2023, the Company made redemption payments totaling $3,262,655 to shareholders who elected to redeem their shares[196]. - Shareholders elected to redeem 771,499 Class A ordinary shares, resulting in redemption payments of $8,085,078, approximately $10.48 per share[200]. - Shareholders elected to redeem 771,499 Class A ordinary shares, resulting in redemption payments totaling $8,085,078, or approximately $10.48 per share[253]. Operating Results - For the three months ended September 30, 2023, the Company reported a net income of $681,549, while for the nine months, it reported a net loss of $3,007,484[204]. - Operating and formation costs for the three and nine months ended September 30, 2023, were $422,865 and $2,312,947, respectively[204]. - The Company incurred $0 in fees for administrative services for the three and nine months ended September 30, 2023, compared to $120,000 and $360,000 for the same periods in 2022[208]. - The Company incurred $0 in fees for administrative services for the three and nine months ended September 30, 2023, compared to $120,000 and $360,000 for the same periods in 2022[266]. Management and Control - Management concluded that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting[220]. - The company has agreed to pay the Sponsor $40,000 per month for administrative support services until the completion of the initial Business Combination[181]. - As of September 30, 2023, the Sponsor and affiliates paid operating and formation costs of $1,342,682 on behalf of the Company[209]. Strategic Focus - The Company is focused on identifying acquisition opportunities in the technology industry in the United States and other developed countries[271]. - The Company has not commenced any operations as of September 30, 2023, and will not generate operating revenues until after completing its initial Business Combination[259]. - The company expects to incur significant costs in pursuit of its initial Business Combination plans[174]. - As of September 30, 2023, the Public Warrants and Private Placement Warrants were valued at $0.08 per warrant, totaling approximately $1.1 million and $0.6 million, respectively[189]. - The company transferred its ordinary share of the Merger Sub to New Noventiq on October 4, 2023, resulting in no longer having an ownership interest in the Merger Sub[191].