SBC Medical Group Holdings Incorporated(SBC) - 2023 Q3 - Quarterly Report

Financial Performance - The company reported a net loss of $104,535 for the three months ended September 30, 2023, primarily due to operating and formation costs of$282,917[132]. - For the nine months ended September 30, 2023, the company achieved a net income of $705,584, driven by interest and dividend income of$2,367,607 from investments held in the Trust Account[133]. - For the nine months ended September 30, 2023, the Company reported a loss from operations of $1,185,182 and net cash used in operating activities of$1,715,587[146]. - The company incurred operating and formation costs of $1,088,247 for the nine months ended September 30, 2023[133]. - The company incurred$90,000 in administrative support fees for the nine months ended September 30, 2023, paid to Mehana Capital LLC[150]. Cash and Trust Account - As of September 30, 2023, the remaining funds in the trust account amounted to approximately $20 million after stockholder redemptions of 9,577,250 shares[126]. - As of September 30, 2023, the Company had$574,336 in cash held outside of the Trust Account and a working capital deficit of $643,843[146]. - The company plans to utilize funds from the trust account to complete its initial business combination and cover tax obligations[145]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on August 9, 2022, raising gross proceeds of$115,000,000 from the sale of 11,500,000 units[141]. - The underwriters exercised an over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit, totaling$15,000,000[151]. - A cash underwriting discount of $1,955,000 was paid to the underwriters upon the closing of the Initial Public Offering[152]. - The Company has a promissory note with the Sponsor for up to$300,000 to cover Initial Public Offering expenses, which was fully repaid at the closing of the Initial Public Offering[153]. Business Combination and Future Plans - The company entered into a merger agreement with SBC Medical Group Holdings, with a total consideration of $1,000,000,000, subject to adjustments based on SBC's net working capital[124]. - The company issued a convertible promissory note of$1,000,000 to SBC, which will convert into shares of common stock at a rate of $10.00 per share prior to the merger[128][129]. - The Company has not yet selected a business combination target and has not engaged in any substantive discussions regarding potential targets[120]. - The Company has until February 9, 2024, to consummate a business combination, or it will face mandatory liquidation and potential dissolution[146]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, and expects to need additional capital beyond the net proceeds from the Initial Public Offering[146]. Stock and Redemption - The Company recognizes changes in redemption value of Class A common stock immediately and adjusts the carrying value to equal the redemption value at the end of each reporting period[160]. - The calculated net income (loss) per share is the same for Class A and Class B common stock, with no consideration for the effect of Public Warrants and Placement Warrants in the calculation[162].