silium Acquisition I(CSLM)
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silium Acquisition I(CSLM) - 2023 Q1 - Quarterly Report
2023-05-10 16:00
Financial Performance - As of March 31, 2023, the Company reported a net income of $1,618,630, primarily from $2,105,252 in realized and unrealized gains on marketable securities, offset by various expenses totaling $385,622[105]. - The Company had cash of $251,927 and a working capital deficit of $(334,671) as of March 31, 2023, compared to cash of $224,474 and a working capital of $151,951 as of December 31, 2022[106]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $189,750,000 from the sale of 18,975,000 units at $10.00 per unit, including an over-allotment of 2,475,000 units[100]. - A total of $191,647,500 from the IPO and private placement warrants was placed in a U.S.-based trust account, with $2,250,000 deposited to the Company's operating account[103]. - The underwriter of the IPO is entitled to a deferred fee of $6,641,250, which will be payable only upon the completion of a Business Combination[110]. Operations and Future Outlook - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[99]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year from the issuance of financial statements[108]. - The Company is evaluating the impact of the COVID-19 pandemic on its financial position and operations[108]. Financing Activities - The Company completed the private sale of 7,942,500 private placement warrants, generating gross proceeds of $7,942,500[102]. - The Company has no long-term debt or capital lease obligations as of March 31, 2023[110].
silium Acquisition I(CSLM) - 2022 Q4 - Annual Report
2023-03-30 16:00
Management and Experience - The management team has over 85 years of combined experience in investing in Frontier Growth Markets, enhancing credibility and due diligence processes [163]. - The management team will leverage CIM's international investment platform for identifying and evaluating potential acquisition targets [169]. - The company intends to evaluate potential target businesses based on management quality and operational stability [220]. - The company may seek to recruit additional managers post-business combination to enhance the management team [221]. Business Combination and Acquisition Strategy - The company aims to pursue acquisitions in sectors with established business models and strong unit economics [172]. - Target businesses should operate in underpenetrated markets with significant growth potential, supported by favorable population trends [173]. - The acquisition process will focus on companies with market leadership and sustainable competitive advantages [173]. - The company has not yet selected a specific business combination target or engaged in substantive discussions regarding potential targets [187]. - The company may continue to seek a business combination with a different target until 18 months from the closing of the offering, extendable to 24 months [237]. Financial Provisions and Shareholder Rights - The initial public offering generated net proceeds of $191,647,500, which are placed in a trust account and invested in U.S. government securities [164]. - Public shareholders will have the opportunity to redeem shares for a pro rata portion of the trust account upon completion of a business combination [166]. - The anticipated per-share redemption price upon completion of the initial business combination is expected to be $10.10, based on the amount in the trust account [198]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 after redemptions [204]. - Shareholder approval will be required for the initial business combination if any director, officer, or substantial shareholder has a 5% or greater interest in the target business [223]. - The company plans to conduct redemptions without a shareholder vote unless required by law or stock exchange listing requirements [222]. Risks and Challenges - The time and costs associated with identifying and evaluating a target business are currently uncertain and may impact future operations [218]. - The company expects intense competition from other entities with similar business objectives, which may hinder its ability to complete a desirable business combination [264]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination [258]. - The ongoing COVID-19 pandemic and other global events may adversely affect the company's search for business combinations [323]. - Increased competition for attractive target businesses may lead to higher financial terms demanded by target companies [329]. Compliance and Regulatory Issues - The company is subject to various laws and regulations, and failure to comply could adversely affect its ability to complete business combinations and operations [337]. - The company intends to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote, even if it cannot maintain its Nasdaq listing [232]. - The company may amend its amended and restated memorandum and articles of association with the approval of at least two-thirds of ordinary shares attending and voting at a general meeting [355]. Financial Management and Share Issuance - The company may apply any unused funds from the trust account for general corporate purposes after the initial business combination [214]. - The company has access to $1,450,000 from the proceeds of its initial public offering to cover potential claims and expenses [276]. - The company may issue a substantial number of additional Class A ordinary shares, which could significantly dilute the equity interest of public investors [314]. - The company has authorized the issuance of up to 500 million Class A ordinary shares, with no authorized but unissued Class A shares as of December 31, 2022 [345]. - Additional ordinary shares or equity-linked securities may be issued for capital raising at an effective issue price of less than $9.20 per share [359]. Redemption and Liquidation - If the initial business combination is not completed within the required time, public shareholders may receive approximately $10.10 per share upon liquidation of the trust account [356]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares would not be entitled to a pro rata share of the trust account [269]. - The company must ensure that net tangible assets remain above $5,000,001 following any redemptions [280]. - Claims against the trust account could reduce the per-share redemption amount received by shareholders below the expected $10.10 per share [332]. Conflicts of Interest - The company may engage in business combinations with affiliated entities, which could lead to potential conflicts of interest [316]. - The personal and financial interests of the company's sponsor, directors, and officers may influence the selection of target business combinations [318].
silium Acquisition I(CSLM) - 2022 Q3 - Quarterly Report
2022-11-13 16:00
Financial Performance - As of September 30, 2022, the Company reported a net income of $818,936 for the three months ended, primarily due to $1,013,450 earnings on marketable securities held in the trust account[110]. - For the nine months ended September 30, 2022, the Company had a net income of $519,213, with total earnings on marketable securities amounting to $1,366,301[111]. Initial Public Offering - The Company completed its Initial Public Offering on January 18, 2022, raising gross proceeds of $189,750,000 from the sale of 18,975,000 units[105]. - A total of $191,647,500 was placed in a U.S.-based trust account, with $2,250,000 deposited to the Company's operating account as of the IPO[108]. - The underwriter of the IPO is entitled to a deferred discount of $6,641,250, payable only if a Business Combination is completed[117]. Financial Position - The Company had cash of $280,325 and a working capital deficit of $367,992 as of September 30, 2022[112]. - The Company has no long-term debt or capital lease obligations as of September 30, 2022[116]. Going Concern - The Company has incurred significant costs in pursuit of its financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year from the date of the financial statements[114]. Operations and Revenue - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[109]. Risk Factors - The Company has identified risks associated with early-stage and emerging growth companies, which may impact future performance[103]. Internal Controls - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the company's disclosure controls and procedures as of September 30, 2022, concluding they were effective[129]. - There were no changes in internal control over financial reporting during the most recently completed fiscal quarter that materially affected or are likely to materially affect internal control over financial reporting[130].
silium Acquisition I(CSLM) - 2022 Q2 - Quarterly Report
2022-08-11 16:00
Financial Performance - As of June 30, 2022, the Company reported a net loss of $114,949 for the three months ended, primarily due to $255,027 in legal and accounting expenses and $119,110 in insurance expenses, offset by a $293,206 unrealized gain on marketable securities [104]. - For the six months ended June 30, 2022, the Company had a net loss of $299,723, with total expenses including $289,191 in legal and accounting expenses and $221,205 in insurance expenses, while realizing a $352,851 unrealized gain on marketable securities [105]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year from the issuance of the financial statements [108]. Liquidity and Capital Structure - The Company had $339,626 in cash and working capital of $305,962 as of June 30, 2022, indicating liquidity needs were met through various funding sources [106]. - A total of $191,647,500 from the IPO and private placement warrants was placed in a U.S.-based trust account, which will not be released until the completion of a Business Combination or other specified conditions [102]. - The Company completed its Initial Public Offering on January 18, 2022, raising gross proceeds of $189,750,000 from the sale of 18,975,000 units at $10.00 per unit [99]. - The underwriter of the IPO is entitled to a deferred discount of $0.35 per unit, totaling $6,641,250, payable only upon the completion of a Business Combination [110]. - As of June 30, 2022, the Company had no long-term debt or capital lease obligations, indicating a clean balance sheet [110]. Operations and Business Development - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination [103]. - The Company is evaluating the impact of the COVID-19 pandemic on its financial position and operations, which may affect its search for a target company [108]. Internal Controls and Reporting - There has been no change in the internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting during the most recently completed fiscal quarter [124]. - The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of June 30, 2022 [123]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [121].
silium Acquisition I(CSLM) - 2022 Q1 - Quarterly Report
2022-05-15 16:00
Financial Performance - As of March 31, 2022, the Company reported a net loss of $184,774, which included $34,164 in legal and accounting expenses and $102,095 in insurance expenses[99]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern within one year from the date of the financial statements[102]. Cash and Working Capital - The Company had $400,661 in cash and a working capital deficit of $595,007 as of March 31, 2022[100]. - A total of $191,647,500 was placed in a U.S.-based trust account, with $2,250,000 deposited to the Company's operating account[97]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $189,750,000 from the sale of 18,975,000 units at a price of $10.00 per unit[94]. - The underwriter of the IPO is entitled to a deferred discount of $0.35 per unit, totaling $6,641,250, payable only upon completion of a Business Combination[104]. Operations and Revenue - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[98]. - The Company plans to address liquidity needs through related party loans and aims to effect a Business Combination[102]. Shareholder Equity - As of March 31, 2022, the Company had 18,975,000 shares of Class A ordinary shares subject to possible redemption, classified as temporary equity[110]. Regulatory and Compliance - The company is classified as a smaller reporting company and is not required to provide certain disclosures under the Exchange Act[115]. - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the company's disclosure controls and procedures as of March 31, 2022, concluding they were effective[117]. - There have been no changes in internal control over financial reporting that materially affected or are likely to materially affect the company's internal control over financial reporting during the most recently completed fiscal quarter[118]. Private Placement - The Company completed a private sale of 7,942,500 private placement warrants, generating gross proceeds of $7,942,500[96].
silium Acquisition I(CSLM) - 2021 Q4 - Annual Report
2022-03-30 16:00
Fundraising and Financial Position - The company completed its initial public offering on January 18, 2022, raising gross proceeds of $189.75 million from the sale of 18,975,000 units, including 2,475,000 units from the underwriters' over-allotment option[22]. - A private placement of 7,942,500 warrants was also completed, generating an additional $7.94 million in gross proceeds[22]. - The net proceeds of $191.65 million from the IPO and private placement are held in a trust account, invested in U.S. government securities until a business combination is completed or funds are distributed[23]. - The company has available funds for a business combination amounting to $184,206,250, assuming no redemptions, after accounting for $6,641,250 in deferred underwriting fees and estimated offering expenses of $800,000[56]. - The anticipated amount in the trust account is $10.10 per public share at the completion of the initial business combination[80]. - The company has access to up to $1,450,000 from the proceeds of its initial public offering and the sale of private placement warrants to cover potential claims[110]. - Estimated costs and expenses related to liquidation are approximately $100,000[112]. - If the trust account proceeds fall below $10.10 per public share, the actual redemption price may be significantly less[109]. - The company may not redeem public shares if it would cause net tangible assets to fall below $5,000,001[117]. - The company may need to seek additional financing if the net proceeds from the initial public offering and private placement warrants are insufficient for the initial business combination[198]. Business Strategy and Focus - The company aims to focus on businesses in the "new economy sectors," including technology and financial technology, within Frontier Growth Markets such as MENA, SSA, SA, and SEA[20]. - The business strategy includes identifying companies with established business models and strong unit economics, targeting a fair market value of at least 80% of the net assets held in the trust account for any business combination[25][33]. - The company intends to pursue businesses with scalable operations and a focus on ESG principles, aiming for a positive impact in Frontier Growth Markets[32][34]. - The company plans to leverage its management team's local knowledge and CIM's global investment platform to identify and evaluate potential acquisition targets[30]. - The company may pursue acquisition opportunities outside of its management's area of expertise, which could pose risks[174]. Business Combination Process - The company has not yet selected a specific business combination target and has not engaged in substantive discussions with any potential targets[59]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire 100% of the target business's equity interests or assets[46]. - The company is required to complete its initial business combination with a target that has a fair market value equal to at least 80% of the assets held in the trust account[44]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with its initial business combination[60]. - The company may face intense competition from other entities seeking similar business combinations, which could limit its acquisition capabilities[120]. - The company may face challenges in completing an initial business combination with foreign companies due to cross-border risks and regulatory approvals[210]. Shareholder Rights and Redemption - Shareholder approval is required if the company issues Class A ordinary shares equal to or exceeding 20% of the outstanding shares[72]. - The company will provide public shareholders with the opportunity to redeem shares at a price based on the amount in the trust account, subject to certain limitations[80]. - Public shareholders may redeem their shares without voting, and the company will return any shares submitted for redemption if the business combination is not completed[97]. - The company intends to conduct redemptions without a shareholder vote unless required by law or stock exchange listing requirements[81]. - The company may require public shareholders to tender their shares to exercise redemption rights, ensuring irrevocability of the redemption election[92]. - If the business combination is not completed within the specified time, the company will redeem public shares at a per-share price based on the trust account balance, estimated at approximately $10.10 per share[106]. - The company expects to complete its initial business combination only with the approval of a majority of ordinary shares at a general meeting[89]. - Initial shareholders and their permitted transferees are expected to own at least 20% of the issued and outstanding ordinary shares entitled to vote at the time of the shareholder vote[89]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 following such redemptions[90]. - If the initial business combination is not completed within 24 months, public shareholders may have to wait longer for redemption from the trust account[167]. Risks and Challenges - The company has not generated any operating revenues to date and will only do so after completing a business combination[26]. - The lack of business diversification may expose the company to significant risks associated with the performance of a single business[67]. - The company may incur losses from costs associated with identifying and evaluating prospective target businesses that do not lead to a completed business combination[66]. - The company may face challenges in completing a business combination if too many public shareholders exercise their redemption rights, potentially affecting its financial condition[129]. - The COVID-19 pandemic may adversely affect the company's ability to complete a business combination due to market volatility and restrictions on travel and meetings[139]. - The company may face claims from creditors that could reduce the per-share amount received by shareholders in the event of liquidation[164]. - The company may face negative interest rates on trust account investments, which could reduce the per-share redemption amount for public shareholders below $10.10[162]. - The company may face conflicts of interest due to relationships between its sponsor, directors, and potential target businesses[183]. - The investigation and negotiation for potential business combinations will require substantial management time and costs, which may not be recoverable if the transaction does not proceed[182]. - The company may face difficulties in complying with laws and regulations, which could adversely affect its business operations[166]. Management and Governance - The management team has over 85 years of combined experience in investing in Frontier Growth Markets, enhancing credibility and due diligence processes[21]. - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds[54]. - The company is also classified as a "smaller reporting company," allowing it to provide reduced disclosure obligations[55]. - The initial shareholders, directors, and officers have agreed to vote in favor of the initial business combination, which requires 7,115,626 public shares (37.5%) to be voted in favor for approval[127]. - Initial shareholders collectively own 20% of the ordinary shares and will control the appointment of the board of directors until the initial business combination is completed[200]. - The company has three officers and does not plan to hire full-time employees before completing its initial business combination[123]. Additional Considerations - The company may engage in private transactions to influence votes on the business combination, potentially reducing the public float of its securities[143]. - The company may attempt to complete multiple business combinations simultaneously, which could hinder the ability to finalize the initial business combination[218]. - Each seller must agree that their business purchase is contingent on the simultaneous closings of other business combinations, complicating the acquisition process[218]. - The company may face additional burdens and costs related to multiple negotiations and due diligence investigations if there are multiple sellers[218]. - The potential issuance of additional Class A ordinary shares upon warrant exercise could dilute existing shares and complicate business combination efforts[205]. - The company may seek to amend its governing instruments to facilitate the completion of the initial business combination, which may not be supported by all shareholders[195].