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Aquaron Acquisition (AQU) - 2023 Q2 - Quarterly Report

Financial Performance - The company reported a net income of 311,101forthethreemonthsendedJune30,2023,comparedtoanetlossof311,101 for the three months ended June 30, 2023, compared to a net loss of 5,027 for the same period in 2022[118]. - For the six months ended June 30, 2023, the company had a net income of 462,907,whilethenetlossforthesameperiodin2022was462,907, while the net loss for the same period in 2022 was 7,170[119]. IPO and Mergers - The company completed its IPO on October 6, 2022, raising gross proceeds of 50millionfromthesaleof5,000,000unitsat50 million from the sale of 5,000,000 units at 10.00 per unit[121]. - The company entered into a merger agreement with Bestpath IoT Technology Ltd., valuing Bestpath at 1.2billionpriortotheclosingofthemergers[111].Themergerswillresultintheissuanceofupto15,000,000PubCoOrdinarySharestoHoldcosshareholdersandeligibleparticipantsunderashareincentiveplan[112].Bestpathdeposited1.2 billion prior to the closing of the mergers[111]. - The mergers will result in the issuance of up to 15,000,000 PubCo Ordinary Shares to Holdco's shareholders and eligible participants under a share incentive plan[112]. - Bestpath deposited 210,000 into the Trust Account to extend the Business Combination Period from July 6, 2023, to October 6, 2023[116]. Financial Position - As of June 30, 2023, the company had 65,634incashandaworkingcapitaldeficitof65,634 in cash and a working capital deficit of 660,862[123]. - The company recorded an excise tax liability of 259,438asofJune30,2023,duetoredemptionsbypublicstockholders[108].Anaggregateof2,487,090shares,witharedemptionvalueofapproximately259,438 as of June 30, 2023, due to redemptions by public stockholders[108]. - An aggregate of 2,487,090 shares, with a redemption value of approximately 25,943,774, were tendered for redemption during the special meeting held on June 28, 2023[115]. - As of June 30, 2023, the Company has no off-balance sheet financing arrangements or long-term liabilities[126]. - The Company has no long-term debt or capital lease obligations, and registration rights are granted to holders of certain shares[128]. Business Combination and Operations - The Company has until October 6, 2023, to complete a Business Combination, after which mandatory liquidation will occur if not completed[124]. - If the Business Combination is not completed by July 6, 2023, the Company will cease operations except for liquidation purposes[125]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of 0.35perpublicshare,totaling0.35 per public share, totaling 1,896,013[129]. Accounting and Internal Controls - The Company accounts for common stock subject to possible redemption as temporary equity, reflecting uncertain future events[131]. - The Company has adopted ASU 2020-06, accounting for convertible promissory notes as debt on the balance sheet[133]. - Disclosure controls and procedures were evaluated as effective as of June 30, 2023[139]. - There have been no changes in internal control over financial reporting that materially affected the Company during the six months ended June 30, 2023[140]. - No material changes to previously disclosed risk factors have occurred as of the date of this Quarterly Report[141]. Future Expenses - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[117].