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Cactus Acquisition Corp. 1 Ltd.(CCTSU) - 2023 Q3 - Quarterly Report
CCTSUCactus Acquisition Corp. 1 Ltd.(CCTSU)2023-11-14 13:15

Financial Performance - Net earnings for the three months ended September 30, 2023, were 147,000,comparedto147,000, compared to 403,000 for the same period in 2022, a decrease of 63.5%[15]. - Net earnings for the nine months ended September 30, 2023, were 1.434million,comparedto1.434 million, compared to 114 thousand for the same period in 2022, representing a significant increase[19]. - For the three months ended September 30, 2023, the net loss was 169thousand,comparedtoanetlossof169 thousand, compared to a net loss of 184 thousand for the same period in 2022[71]. - Basic and diluted earnings per Class A ordinary share for the three months ended September 30, 2023, were 0.16,comparedto0.16, compared to 0.03 for the same period in 2022, an increase of 433.3%[15]. - The basic and diluted earnings per Class A ordinary share subject to possible redemption for the three months ended September 30, 2023, was 0.16,comparedto0.16, compared to 0.03 for the same period in 2022[71]. Assets and Liabilities - Total current assets decreased from 518,000inDecember2022to518,000 in December 2022 to 54,000 in September 2023, a decline of approximately 90.6%[13]. - Cash held in trust account decreased significantly from 130,893,000inDecember2022to130,893,000 in December 2022 to 24,597,000 in September 2023, representing an 81.2% reduction[13]. - The total liabilities increased from 4,570,000inDecember2022to4,570,000 in December 2022 to 5,277,000 in September 2023, an increase of 15.4%[13]. - The accumulated deficit increased from (4,052,000)inDecember2022to(4,052,000) in December 2022 to (5,223,000) in September 2023, reflecting a worsening of 28.9%[13]. - The total capital deficiency increased from (4,052,000)inDecember2022to(4,052,000) in December 2022 to (5,223,000) in September 2023, indicating a decline of 28.9%[13]. Shareholder Activity - The weighted average of Class A ordinary shares subject to possible redemption decreased from 12,650,000 in September 2022 to 2,260,351 in September 2023, a reduction of approximately 82.1%[15]. - The Company redeemed 108.901millionofClassAOrdinarysharesduringtheninemonthsendedSeptember30,2023[19].−Atotalof10,185,471ClassAordinaryshareswereredeemedinconnectionwiththeFirstExtension,leaving2,464,529sharesoutstanding[41].−FollowingtheSecondExtensionMeeting,347,980ClassAordinaryshareswereredeemed,resultingin5,074,870ClassAordinarysharesoutstanding[82].−AsofSeptember30,2023,theCompanyhad2,260,351ClassAordinarysharesoutstandingafterredemptionsof10,389,649sharesfromtheinitialofferingof12,650,000shares[63].FundingandFinancing−TheCompanyraisedatotalof108.901 million of Class A Ordinary shares during the nine months ended September 30, 2023[19]. - A total of 10,185,471 Class A ordinary shares were redeemed in connection with the First Extension, leaving 2,464,529 shares outstanding[41]. - Following the Second Extension Meeting, 347,980 Class A ordinary shares were redeemed, resulting in 5,074,870 Class A ordinary shares outstanding[82]. - As of September 30, 2023, the Company had 2,260,351 Class A ordinary shares outstanding after redemptions of 10,389,649 shares from the initial offering of 12,650,000 shares[63]. Funding and Financing - The Company raised a total of 126.5 million from its Public Offering, with 129.03millionplacedintheTrustAccount[26].−TheCompanyplanstofinanceitsinitialBusinessCombinationwithnetproceedsfromthePublicOfferingandPrivatePlacement[26].−TheCompanyhasdrawndown129.03 million placed in the Trust Account[26]. - The Company plans to finance its initial Business Combination with net proceeds from the Public Offering and Private Placement[26]. - The Company has drawn down 450 thousand from a promissory note with the Sponsor to finance operations and extensions[33]. - The Company signed a convertible promissory note for up to 120thousandfromtheSponsor,receivedinNovember2023[33].−TheSponsoragreedtocontributeupto120 thousand from the Sponsor, received in November 2023[33]. - The Sponsor agreed to contribute up to 229,485 to the Company's Trust Account over the twelve-month Second Extension period, based on the number of publicly-held Class A ordinary shares[87]. Compliance and Regulatory Matters - The Company received a Nasdaq deficiency notice on June 29, 2023, for not meeting the 50millionmarketvaluerequirement,withacompliancedeadlineofDecember26,2023[47][48].−TheCompanysubmittedaplantoregaincompliancewiththeMinimumTotalHoldersRulebytheOctober23,2023deadline,receivinganextensionuntilMarch6,2024[51].−TheCompanyismonitoringcompliancewiththeMinimumTotalHoldersRule,withanextensiongranteduntilMarch6,2024[80].OperationalExpenses−OperatingexpensesforthethreemonthsendedSeptember30,2023,were50 million market value requirement, with a compliance deadline of December 26, 2023[47][48]. - The Company submitted a plan to regain compliance with the Minimum Total Holders Rule by the October 23, 2023 deadline, receiving an extension until March 6, 2024[51]. - The Company is monitoring compliance with the Minimum Total Holders Rule, with an extension granted until March 6, 2024[80]. Operational Expenses - Operating expenses for the three months ended September 30, 2023, were 169,000, slightly down from 184,000inthesameperiodof2022,adecreaseof8.2184,000 in the same period of 2022, a decrease of 8.2%[15]. - The Company paid an underwriting commission of 2,530 thousand, which is 2.0% of the gross proceeds from the Public Offering[60]. - The Company has a Deferred Underwriting Compensation of 3.5% (4,428thousand)ofthegrossproceedsfromthePublicOffering,payableuponcompletionoftheinitialBusinessCombination[78].MarketConditions−ThecurrentarmedconflictinIsraelandtheGazaStripcouldmateriallyimpacttheCompany′sabilitytofindandprocurefundingforabusinesscombinationwithanIsraeli−basedcompany[79].Miscellaneous−TheCompanyhasinvestednetproceedsfromitsIPOinU.S.governmenttreasurybillsormoneymarketfunds,minimizingexposuretointerestraterisk[90].−TheSponsorconverted3,162,499ClassBordinarysharesintoClassAordinarysharesonOctober24,2023,leavingonlyoneClassBordinaryshareoutstanding[67].−TheCompanysignedanAdministrativeServicesAgreementwiththeSponsor,payingafixed4,428 thousand) of the gross proceeds from the Public Offering, payable upon completion of the initial Business Combination[78]. Market Conditions - The current armed conflict in Israel and the Gaza Strip could materially impact the Company's ability to find and procure funding for a business combination with an Israeli-based company[79]. Miscellaneous - The Company has invested net proceeds from its IPO in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[90]. - The Sponsor converted 3,162,499 Class B ordinary shares into Class A ordinary shares on October 24, 2023, leaving only one Class B ordinary share outstanding[67]. - The Company signed an Administrative Services Agreement with the Sponsor, paying a fixed 10 thousand per month for administrative expenses[74]. - A convertible promissory note was signed on March 16, 2022, allowing the Company to borrow up to 450thousandfromtheSponsor,with450 thousand from the Sponsor, with 250 thousand drawn in May 2023 and the remaining 200thousandfundedinAugust2023[75][76].−AnewconvertiblepromissorynotewasissuedonNovember8,2023,allowingtheCompanytoborrowupto200 thousand funded in August 2023[75][76]. - A new convertible promissory note was issued on November 8, 2023, allowing the Company to borrow up to 120 thousand from the Sponsor, with the full amount received on November 13, 2023[88][89].