- Namib Expected to Trade Under Ticker “NAMM” on Nasdaq on or About Friday, June 6, 2025, becoming the largest African company to go public through SPAC - - Transaction strengthens Namib Minerals’ position as a leading gold and green minerals company in sub-Saharan Africa - New York, New York, June 05, 2025 (GLOBE NEWSWIRE) -- Namib Minerals (“Namib”), Greenstone Corporation (“Greenstone”), a subsidiary of Namib and an established African gold producer with an attractive portfolio of mining and exploration ...

Financial Position - The Company had approximately $891,000 in cash and approximately $23,982,000 of negative working capital as of March 31, 2025[153]. - As of March 31, 2025, the Company had approximately $891,000 in cash and approximately $23,871,000 of negative working capital, indicating a need for additional working capital[209]. - The Company has received cash contributions of $900,000 and $1,750,000 from Polar to cover working capital expenses, which are to be repaid upon closing of an initial business combination[213][214]. - The Company incurred approximately $505,000 and $475,000 in outstanding working capital loans as of April 28, 2025, and March 31, 2025, respectively[212]. - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[218][219]. Business Combination - On June 17, 2024, the Company entered into a Business Combination Agreement with PubCo and Greenstone, an established gold producer with three high-grade, low-cost gold mines in Zimbabwe[156]. - The Business Combination Agreement was amended on April 14, 2025, to extend the outside date to May 1, 2025, and remove the minimum cash condition[157]. - The Company intends to consummate the Proposed Business Combination as soon as possible, subject to the satisfaction of all closing conditions[163]. - The probability of closing a business combination has increased from 9.7% in October 2023 to 90% by March 31, 2025, impacting the fair value of subscription agreements by approximately $7,913,000 and $820,000 respectively[229]. Stockholder Actions - Stockholders holding 3,251,056 shares of the Company's Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account during the Special Meeting on May 6, 2025[163]. - Stockholders approved the extension of the initial Business Combination deadline from October 1, 2023, to January 10, 2024, at the September 2023 Extension Meeting[165]. - At the January 2024 Extension Meeting, stockholders approved extending the deadline to September 30, 2024[166]. - The September 2024 Extension Meeting resulted in an extension to March 31, 2025, with the possibility of further extensions up to June 30, 2025[167]. Redemptions - In October 2023, the company redeemed 8,295,189 public shares for approximately $86,171,000, or about $10.39 per share[170]. - In January 2024, the company redeemed 20,528,851 public shares for approximately $215,340,000, or about $10.49 per share[171]. - Following the September 2024 Extension Meeting, the company redeemed 1,992,461 public shares for approximately $21,400,000, or about $10.74 per share[172]. - The company recorded a liability of approximately $861,000 related to the October 2023 redemptions, and approximately $3,229,000 and $3,230,000 for the January 2024 and September 2024 redemptions, respectively[173]. - The company recorded a total accrued liability for excise tax of approximately $3,230,000 as of March 31, 2025, related to the 2023 and 2024 redemptions[208]. Expenses and Liabilities - The company incurred increased expenses due to being a public company, which are expected to continue to rise substantially[189]. - The Company is incurring significant costs in the pursuit of an initial business combination and cannot assure that its plans to raise capital will be successful[153]. - The Company has incurred significant costs in pursuing an initial business combination and may need additional financing if costs exceed expectations[217]. - The Company compensates its executives with a total of $29,000 per month, with deferred compensation obligations amounting to approximately $1,186,000 as of March 31, 2025[224]. SEC and Nasdaq Notices - The Company received a delisting notice from Nasdaq on April 2, 2025, due to failure to complete a business combination within 36 months of its initial public offering[154]. - The SEC declared the Registration Statement effective on March 14, 2025, and the post-effective amendment on April 14, 2025[162]. - The Company anticipates that its securities will be delisted following the completion of Nasdaq's applicable procedures[161]. Fair Value of Agreements - The estimated fair value of the Polar Subscription Agreement I was $7,148,000 at December 31, 2024, reflecting an increase of $6,248,000 during the year[185]. - The estimated fair value of the Polar Subscription Agreement II was approximately $2,372,000 at December 31, 2024, an increase of approximately $622,000 during the year[186]. Loss from Operations - For the three months ended March 31, 2025, the company reported a loss from operations of approximately $1,369,000, including costs associated with the business combination of approximately $1,007,000[193]. - For the three months ended March 31, 2024, the company reported a loss from operations of approximately $2,322,000, primarily due to estimated fair value costs of founder shares of approximately $1,500,000[194].

Group 1 - The U.S. Securities and Exchange Commission (SEC) has declared effective the post-effective amendment to the registration statement on Form F-4 filed by Namib Minerals and Greenstone Corporation [1] - A special meeting of stockholders of Hennessy Capital Investment Corp. VI (HCVI) is scheduled for May 5, 2025, to approve the proposed business combination with Namib Minerals and Greenstone [1][4] - Upon closing, the combined company will trade on Nasdaq under the ticker symbols "NAMM" for ordinary shares and "NAMMW" for warrants [1][3] Group 2 - HCVI's stockholders of record as of March 31, 2025, are entitled to vote at the Special Meeting, which will be held virtually [2][5] - Stockholders wishing to exercise their redemption rights must do so by May 1, 2025, following the procedures outlined in the definitive proxy statement/prospectus [2] - The Special Meeting will require stockholders to log in with a 12-digit meeting control number printed on their proxy cards [5] Group 3 - Upon completion of the Business Combination, HCVI and Greenstone will become wholly-owned subsidiaries of Namib Minerals, which will then be publicly traded [3][8] - Greenstone operates an underground mine in Zimbabwe and has exploration assets in Zimbabwe and the Democratic Republic of Congo (DRC) [8] - Namib Minerals will hold all of Greenstone's assets after the Business Combination [8] Group 4 - The SEC declared the Registration Statement effective on April 23, 2025, which includes a prospectus and proxy statement for HCVI's stockholders [10] - HCVI anticipates closing the Business Combination shortly after the Special Meeting, pending satisfaction of all closing conditions [4][10] - A list of HCVI stockholders entitled to vote will be available for examination during regular business hours for ten calendar days before the Special Meeting [6]

Core Points - The U.S. SEC has declared effective the registration statement for the business combination between Namib Minerals and Greenstone Corporation, with a special meeting of Hennessy Capital Investment Corp. VI stockholders scheduled for April 7, 2025 to approve the transaction [1][2][5] - Upon closing, the combined company's stock and warrants will trade on Nasdaq under the ticker symbols "NAMM" and "NAMMW" [2][4] - The business combination aims to position Namib Minerals as a leader in precious and critical metals production in Africa, leveraging Greenstone's established operations in Zimbabwe and the DRC [3][8] Company Overview - Namib Minerals is set to become a publicly traded company following the business combination, with its ordinary shares and warrants expected to be listed on Nasdaq [4][5] - Greenstone Corporation is an established gold producer with operations in Zimbabwe and exploration assets in the DRC, focusing on sustainable growth and innovation in the mining sector [8] - Hennessy Capital Investment Corp. VI is a special purpose acquisition company (SPAC) formed to acquire and introduce competitive companies to public markets [9] Meeting Details - The record date for the special meeting is February 18, 2025, and stockholders must exercise their redemption rights by April 3, 2025 [2][5][6] - The special meeting will be held virtually, and stockholders will need a 12-digit control number to participate [6][7]

Financial Position - The Company had approximately $890,000 in cash and approximately $17,626,000 of negative working capital at September 30, 2024[139]. - As of September 30, 2024, the Company had approximately $890,000 in cash and $17,625,000 in negative working capital, indicating a need for additional working capital[190]. - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[199][200]. - The Company incurred approximately $54,000 and $378,000 in operational charges for the three and nine months ended September 30, 2024, respectively[206]. Business Combination - A Business Combination Agreement was entered into on June 17, 2024, with Greenstone Corporation, a gold producer focused in Zimbabwe[141]. - The proposed business combination is expected to result in Greenstone becoming a wholly-owned subsidiary of PubCo, which will operate under the name "Namib Minerals" and trade on Nasdaq[142]. - The closing of the business combination is contingent upon having at least $25.0 million in cash available in the Trust Account after redemptions[144]. - The Company extended the deadline to complete its initial business combination to September 30, 2024, following stockholder approval[147]. - Stockholders approved the extension of the deadline for the Company to complete an initial Business Combination from September 30, 2024, to March 31, 2025, with potential further extensions until June 30, 2025[149]. - If the Company cannot complete a Business Combination by March 31, 2025, it may be forced to liquidate its operations[190]. Share Redemptions - In October 2023, the Company redeemed 8,295,189 public shares for approximately $86,171,000, or approximately $10.39 per share[151]. - In January 2024, the Company redeemed 20,528,851 shares of Class A common stock for approximately $215,340,000, or approximately $10.49 per share[152]. - In October 2024, the Company redeemed 1,992,461 shares of Class A common stock for approximately $21,400,000, or approximately $10.74 per share[153]. - The Company recorded a liability of approximately $861,000 related to the October 2023 redemptions as per the Inflation Reduction Act[154]. - The Company entered into non-redemption agreements in September 2023, resulting in 25,688,054 public shares not being redeemed, with an estimated fair value of approximately $1,825,000 for founder shares transferred[155][156]. - In January 2024, the Company entered into non-redemption agreements for 5,112,264 shares, with an estimated fair value of approximately $1,500,000 for founder shares transferred[157]. - In September 2024, the Company entered into non-redemption agreements for 3,238,379 shares, with an estimated fair value of approximately $6,670,000 for founder shares transferred[158][159]. Financing and Capital Raising - The Company plans to utilize cash from its initial public offering and private placement warrants to effectuate the initial business combination[136]. - The Company received proceeds of $1,750,000 under the Polar Subscription Agreement II on April 1, 2024[163]. - The Company elected the fair value option for accounting amounts received from the Polar Subscription Agreements, recognizing changes in fair value in the consolidated statements of operations[165]. - The estimated fair value of the Polar Subscription Agreement I was $7,302,000 at September 30, 2024, reflecting an increase of $3,504,000 in the three months then ended, with a probability of an initial Business Combination closing of 70%[166]. - The estimated fair value of the Polar Subscription Agreement II was approximately $2,486,000 at September 30, 2024, an increase of approximately $482,000 during the three months then ended, with a risk-adjusted discount rate of 10%[167]. - The Company has entered into two Polar Subscription Agreements, receiving cash contributions of $900,000 and $1,750,000 to cover working capital expenses[194][195]. - The Company may convert up to $1,500,000 of loans from its Sponsor into Warrants at a price of $1.50 per Warrant[192]. - The Company expects to repay amounts loaned under the Sponsor's working capital loan upon the completion of its initial Business Combination[196]. Risks and Uncertainties - The Company is subject to various risks and uncertainties that may materially affect its actual results compared to forward-looking statements[130]. - The Company has incurred significant costs in pursuit of an initial business combination and cannot assure successful capital raising or completion of the business combination[139]. - The fair value of the Company's extension promissory notes is a critical accounting estimate, with the probability of closing a business combination increasing from 9.7% in October 2023 to 70% by September 30, 2024[211]. - The Company has a plan to work with creditors to defer payments and seek external financing if necessary[190].

Financial Position - The Company had approximately $980,000 in cash and approximately $12,390,000 of negative working capital at June 30, 2024[125]. - The company had approximately $980,000 in cash and $12,390,000 of negative working capital as of June 30, 2024, indicating a need for additional working capital[168]. - As of June 30, 2024, the company has no long-term debt, capital lease obligations, or long-term liabilities[176]. Business Combination - On June 17, 2024, the Company entered into a Business Combination Agreement with Greenstone Corporation, a gold producer focused in Zimbabwe[126]. - The Proposed Business Combination is expected to result in Greenstone becoming a wholly-owned subsidiary of PubCo, which will trade on the Nasdaq under the ticker symbols "NAMM" and "NAMMW"[128]. - The Company expects to incur significant costs in the pursuit of an initial business combination[125]. - The gross amount of cash available in the Trust Account following redemptions must be not less than $25.0 million for the closing of the business combination[130]. - The Company has extended the deadline to complete the initial Business Combination to September 30, 2024[132]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with withdrawals for taxes as needed[161]. - The company may need to seek additional financing to complete its initial Business Combination if cash available from the Trust Account is insufficient[174]. Share Redemptions - The Company redeemed 8,295,189 public shares for approximately $86,171,000, or approximately $10.39 per share, in October 2023[133]. - In January 2024, the Company redeemed 20,528,851 shares of Class A common stock for approximately $215,340,000, or approximately $10.49 per share[134]. - Stockholders redeemed 8,295,189 shares of Class A common stock for approximately $86,171,000, or approximately $10.39 per share, on October 12, 2023[165]. - In January 2024, stockholders redeemed 20,528,851 shares of Class A common stock for approximately $215,340,000, or approximately $10.49 per share[166]. Non-Redemption Agreements - In September 2023, the Company entered into non-redemption agreements with 21 investors, resulting in 25,688,054 public shares not being redeemed[136]. - The estimated fair value of the founder shares to be transferred under the September 2023 Non-Redemption Agreements is approximately $1,825,000, or $0.71 per share[137]. - In January 2024, the Company entered into non-redemption agreements with 14 investors, resulting in 5,112,264 public shares not being redeemed[139]. - The estimated fair value of the founder shares to be transferred under the January 2024 Non-Redemption Agreements is approximately $1,500,000, or $1.47 per share[140]. Financial Contributions and Expenses - The Company received a cash contribution of $900,000 under the Polar Subscription Agreement I to cover working capital expenses[141]. - The estimated fair value of the Polar Subscription Agreement I was $3,798,000 at June 30, 2024, based on a 40% probability of an initial Business Combination closing[144]. - The estimated fair value of the Polar Subscription Agreement II was approximately $2,004,000 at June 30, 2024[145]. - The company has received loans from its Sponsor totaling $200,000 in June 2023 and a capital contribution of $900,000 in October 2023[164][171]. - The company received cash contributions of $900,000 and $1,750,000 from Polar Subscription Agreements to cover working capital expenses[183]. Operational Losses - For the six months ended June 30, 2024, the Company reported a loss from operations of approximately $5,823,000, including costs associated with being a public company[152]. - For the three and six months ended June 30, 2023, the company reported a loss from operations of approximately $2,173,000 and $3,217,000, respectively, primarily due to public company costs and business combination search expenses[154]. Other Financial Information - Other income for the three and six months ended June 30, 2023, was approximately $3,271,000 and $4,767,000, respectively, mainly from interest income on cash and investments in the Trust Account[156]. - The company expects its annual franchise tax obligation to be capped at $200,000 based on its authorized shares and total gross assets[161]. - The company pays Hennessy Capital Group LLC $15,000 per month for administrative support[176]. - Deferred compensation for the Chief Operating Officer and Chief Financial Officer amounts to approximately $462,000 and $375,000 respectively, payable upon closing of the initial business combination[181]. - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[175]. - The company agreed to issue 70,000 shares of Class A common stock to Polar as part of the Second Capital Contribution[179]. - Payments to the Chief Operating Officer ceased in September 2023 following his resignation[181]. - The company has engaged valuation professionals to assess the fair value of financial instruments due to limited observable inputs[183]. - The company has agreed to compensate its executives $29,000 per month prior to the initial business combination[180]. Cautionary Statements - The Company cautions that actual results may differ materially from forward-looking statements due to various risks and uncertainties[118]. - The company has incurred significant costs in the pursuit of an initial business combination, raising concerns about its ability to continue as a going concern[168]. - The probability of closing a business combination increased from 9.7% in October 2023 to 40% by June 30, 2024, impacting the fair value of agreements by approximately $2,898,000 and $254,000 respectively[183].

Core Viewpoint - Namib Minerals is entering a business combination with Hennessy Capital Investment Corp. VI (HCVI), aiming to enhance its growth and operational capacity in the gold mining sector, particularly in Zimbabwe and the Democratic Republic of the Congo (DRC) [21][14][9]. Group 1: Company Overview - Namib Minerals is an established gold producer in Africa, with a portfolio of high-grade, low-cost mines in Zimbabwe, including the How mine, which is currently generating cash flow [1][2]. - The company plans to restart two historically producing gold mines, Mazowe and Redwing, and expand its mining capacity [1][22]. - Namib operates using conventional mining methods and is exploring opportunities in battery metals in the DRC, with ongoing exploration across 13 permits [17][22]. Group 2: Proposed Business Combination - The proposed transaction values Namib at a pre-money enterprise value of $500 million, with potential additional shares tied to operational milestones [1][14]. - The business combination is expected to close in the fourth quarter of 2024, subject to regulatory and stockholder approvals [21][23]. - Namib's existing shareholders will convert their equity stakes into the combined company, retaining approximately 71% ownership post-combination [9][14]. Group 3: Financial Aspects - The transaction is expected to deliver net proceeds of approximately $91 million, assuming no further redemptions by HCVI's public stockholders, along with an additional $60 million from financing agreements [14][23]. - The combined entity will have a pro forma enterprise value of $609 million, excluding additional earnout considerations [23]. Group 4: Management and Strategic Goals - Ibrahima Tall, CEO of Namib, emphasized the significance of this business combination for growth and sustainable mining operations [8]. - The management team is committed to unlocking value for shareholders and aims to operate as a multi-asset producer in Africa [8][22].

Financial Position - As of March 31, 2024, the company had cash of approximately $6,000 and negative working capital of approximately $7,708,000, excluding income and franchise taxes paid from the trust account[130]. - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[175]. Share Redemptions - On October 12, 2023, the company redeemed 8,295,189 public shares for approximately $86,171,000, or approximately $10.39 per share[135]. - In January 2024, the company redeemed 20,528,851 shares of Class A common stock for approximately $215,340,000, or approximately $10.49 per share[136]. - The company recorded a liability of approximately $861,000 as of December 31, 2023, related to the October 2023 redemptions under the Inflation Reduction Act[137]. - Stockholders holding 25,688,054 public shares agreed not to redeem their shares in exchange for founder shares, which is part of the Non-Redemption Agreements[138]. - The estimated fair value of founder shares transferred under the January 2024 Non-Redemption Agreements was approximately $1,500,000[142]. Business Combination Efforts - The company is actively pursuing discussions with potential business combination partners but has not yet entered into a definitive agreement[126]. - The company extended the deadline for completing its initial business combination from January 10, 2024, to September 30, 2024[131]. - The Company may face delisting from NASDAQ if it does not complete a business combination within three years of its IPO registration statement[134]. - If the Company cannot complete a Business Combination by September 30, 2024, it may be forced to wind up operations and liquidate[167]. Financial Contributions and Agreements - The Company entered into the Polar Subscription Agreement I, with Polar contributing $900,000 for working capital, to be repaid in cash or shares at a rate of one share for every $10 contributed[143]. - Under the Polar Subscription Agreement II, Polar agreed to make a second capital contribution to cover working capital and potential tax obligations, with an estimated fair value of $1,750,000 upon subscription[145][148]. Operating Results - For the three months ended March 31, 2024, the Company reported a loss from operations of approximately $2,322,000, primarily due to costs associated with founder shares and public company expenses[153]. - The Company incurred other expenses of approximately $1,733,000 for the same period, including a $744,000 increase in fair value of warrant liabilities[155]. - The provision for income taxes for the three months ended March 31, 2024, was $213,000, resulting from taxable interest income offset by deductible franchise taxes[157]. - The Company has not generated any operating revenues to date and only generates non-operating income from interest on cash and investments[149]. Trust Account and IPO Proceeds - The total proceeds from the initial public offering were approximately $343,940,000, with about $340,930,000 deposited into the Trust Account[159]. - The Company plans to use funds in the Trust Account primarily to complete its initial Business Combination and cover taxes[160]. Accounting Estimates and Liabilities - The estimated fair value of the 2024 Subscription Agreement was based on a risk-adjusted discount rate of 12.5% and a merger closing probability of 14%[148]. - The Company accounts for warrants as liabilities, requiring fair value measurement at issuance and each reporting period, impacting operating results significantly[150]. - The fair value of the Company's extension promissory notes is a critical accounting estimate, with a probability of closing a business combination increasing from 9.7% to 30% between October 2023 and March 31, 2024[184]. Executive Compensation - The Company has agreed to compensate its executives a total of approximately $162,000 for operations for the three months ended March 31, 2024[181].

IPO and Fundraising - The company completed its initial public offering on October 1, 2021, raising gross proceeds of $300.0 million from the sale of 30,000,000 units, with offering costs of approximately $16.5 million[21]. - An additional 4,092,954 units were sold under the underwriters' over-allotment option, generating approximately $40.9 million, bringing total gross proceeds to approximately $340.9 million[24]. - The company has raised over $850 million in PIPE and backstop capital to support its business combinations[38]. - Hennessy V completed its IPO on January 20, 2021, raising $345 million in gross proceeds, with strong investor demand leading to an upsized IPO[40]. Shareholder Redemptions - As of September 29, 2023, stockholders redeemed 8,295,189 public shares for approximately $86.1 million, resulting in 25,797,765 public shares outstanding[26]. - On January 10, 2024, stockholders redeemed 20,528,851 public shares for approximately $215.3 million, leaving 5,268,914 public shares outstanding[27]. - Stockholders redeemed 8,295,189 shares for approximately $86,171,000 at about $10.39 per share in October 2023, and 20,528,851 shares for approximately $215,340,000 at about $10.49 per share in January 2024[152]. - The company will provide public stockholders the opportunity to redeem shares at the per share price equal to the aggregate amount in the trust account[72]. - Public stockholders are restricted from seeking redemption rights for more than 15% of shares sold in the initial public offering without prior consent[85]. Business Strategy and Focus - The company is focusing on acquiring businesses in the industrial technology sectors with an aggregate enterprise value of $500 million or greater[28]. - The company aims to acquire businesses with an aggregate enterprise value of $500 million or greater, focusing on large addressable markets within industrial technology sectors[45]. - The management team has a track record of completing four business combinations since 2015, with a total enterprise value of $4.4 billion at the time of those business combinations[29][38]. - Since 2014, Hennessy Capital has identified over 700 potential acquisition targets, with over 150 resulting in meaningful engagement[41]. Financial Position and Risks - As of January 31, 2024, Hennessy Capital has approximately $55.5 million available in its trust account for a business combination, assuming no redemptions[57]. - The company has incurred a loss from operations of approximately $6,650,000 for the year ended December 31, 2023, primarily due to costs associated with business combination searches and public company expenses[163]. - The company has not generated any operating revenues since its IPO on October 1, 2021, and only generates non-operating income from interest[161]. - There is substantial doubt about the company's ability to continue as a "going concern" within one year from the date of the financial statements due to potential financing needs[129]. - The company may need to seek additional financing to complete its initial business combination if cash on hand is insufficient[182]. Governance and Management - The management team includes experienced SPAC executives, with Daniel J. Hennessy having over 30 years in private equity investment and a history of successful SPAC mergers[30][34]. - The board of directors consists of six members, with specific terms for each class of directors, ensuring staggered elections every year[217]. - The company has appointed independent directors, including Ms. Brunelle, Ms. Dillard, Mr. Roloson, and Mr. Zimmerman, in compliance with Nasdaq listing standards[219]. - The company’s governance structure requires a resolution passed by at least 90% of outstanding common stock to amend provisions related to director elections[217]. Compliance and Regulatory Matters - The company intends to effectuate its initial business combination using cash from the proceeds of its initial public offering and private placement warrants, as well as potential debt financing[58]. - The company may conduct redemptions without stockholder votes under SEC tender offer rules, but will seek approval if required by law[65]. - The SEC's new Final SPAC Rules, effective July 1, 2024, impose additional disclosure requirements and could increase general and administrative expenses, adversely affecting the company's operations[125]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities[115]. Operational Challenges - The company faces intense competition from various entities, including private investors and other blank check companies, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources[109]. - Economic conditions, such as inflation and higher interest rates, may adversely affect the ability to complete the initial business combination and increase the number of stockholders exercising redemption rights[121]. - The company faces significant challenges in obtaining financing for its initial business combination due to recent volatility in capital markets, which may not be available on favorable terms[123]. - Military conflicts, such as the Russia/Ukraine situation, could lead to increased price volatility for publicly traded securities, complicating the identification and consummation of a business combination[124]. Financial Reporting and Internal Controls - Management assessed the effectiveness of disclosure controls and procedures as of December 31, 2023, concluding they were effective[198]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud[200]. - Management determined that internal control over financial reporting was effective as of December 31, 2023[202]. - The company has not reported any disagreements with accountants on accounting and financial disclosure[197].

Financial Position - As of September 30, 2023, the company had cash of approximately $3,000 and negative working capital of approximately $4,569,000[121] - As of September 30, 2023, the company had approximately $3,000 in cash and approximately $4,396,000 of negative working capital[140] - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[148][149] Shareholder Actions - On October 12, 2023, the company redeemed 8,295,189 shares of Class A common stock for approximately $86,171,000, or approximately $10.39 per share[123] - The company entered into non-redemption agreements with investors to retain 25,688,054 shares of Class A common stock, with an estimated fair value of approximately $1,825,000 for the transferred Founder Shares[125][126] - The Company entered into a Subscription Agreement with HCG and Polar, agreeing to return the Capital Contribution to Polar, which may be received in cash or shares at a rate of one share for every $10 of Capital Contribution[152] Revenue and Expenses - The company has not generated any revenues to date and has incurred increased expenses since its initial public offering on October 1, 2021[128] - For the three and nine months ended September 30, 2023, the company reported a loss from operations of approximately $3,505,000 and $4,153,000, respectively[130] - Other income for the three and nine months ended September 30, 2023 was approximately $3,953,000 and $11,938,000, respectively, primarily from interest income on investments in the Trust Account[132] - The provision for income taxes for the three and nine months ended September 30, 2023 was approximately $943,000 and $2,553,000, respectively, due to significant taxable interest income[134] Business Combination Efforts - The company is actively pursuing discussions with potential business combination partners but has not yet entered into a definitive agreement[117] - The company extended the deadline for completing its initial business combination from October 1, 2023, to January 10, 2024[122] - The company may face significant dilution of equity interests if additional shares are issued during the initial business combination[120] - The company has begun to incur significant costs in the pursuit of an initial business combination[121] - The company intends to use substantially all funds held in the Trust Account to complete its initial Business Combination[136] Management and Compensation - The Company has compensated its President, COO, and CFO $29,000 per month, with $14,000 payable upon the completion of the initial Business Combination, totaling approximately $220,000 for operations in Q3 2023[153] - Payments to the Chief Operating Officer ceased in August 2023 due to his resignation, with approximately $27,000 charged to operations for September 2023 cash compensation[154] - Upon completion of the initial Business Combination or liquidation, the Company will cease paying or accruing monthly fees[155] - The Company may enter into engagement letters with consultants for the initial Business Combination, which can include contingent or success fees charged to operations upon consummation[156] Financial Obligations and Loans - A subscription agreement was entered into on October 13, 2023, with a cash contribution of $900,000 from Polar Multi-Strategy Master Fund to cover working capital expenses[127] - The Sponsor loaned $200,000 to the company in June 2023, which may be converted into Warrants at the lender's option[142] - The company has made plans to receive working capital loans from its Sponsor and another investor to address liquidity uncertainties[140] Accounting and Reporting - Management does not believe the Company has any critical accounting estimates that could materially differ from reported results[157] - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[158]