Aquaron Acquisition (AQU) - 2023 Q3 - Quarterly Report

Financial Performance - The company reported a net income of $253,265 for the three months ended September 30, 2023, compared to a net loss of$121 for the same period in 2022[117]. - For the nine months ended September 30, 2023, the company had a net income of $716,172, while in the same period of 2022, it reported a net loss of$7,291[118]. IPO and Capital Structure - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at$10.00 per unit[119]. - As of September 30, 2023, the company had $3,835 in cash and a working capital deficit of$886,122[121]. - The company recorded an excise tax liability of $259,438 as of September 30, 2023, due to redemptions by public stockholders[107]. Mergers and Acquisitions - The company entered into a merger agreement with Bestpath IoT Technology Ltd., valuing Bestpath at$1.2 billion prior to the closing of the mergers[110]. - 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[111]. - 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[114]. - The company has until January 6, 2024, to complete its initial business combination following extensions granted by stockholders[115]. - The Company has until January 6, 2024, to complete a Business Combination, after which mandatory liquidation will occur if not consummated[122]. Costs and Financial Obligations - The company expects to incur significant costs in pursuing its acquisition plans and does not guarantee the success of completing a business combination[102]. - Significant professional costs are expected to continue as the Company remains publicly traded, alongside transaction costs for the Business Combination[122]. - Upon closing a Business Combination, underwriters will receive a deferred fee of$0.35 per public share, totaling $1,896,013[127]. - The Company accounts for common stock subject to possible redemption as temporary equity, reflecting uncertain future events[129]. - The Company has adopted ASU 2020-06, accounting for convertible promissory notes as debt on the balance sheet[131]. - There are no long-term debts or liabilities, except for registration rights associated with founder shares and Private Placement Shares[126]. Internal Controls and Risks - There have been no changes in internal control over financial reporting that materially affected the Company during the nine months ended September 30, 2023[138]. - The Company faces risks from ongoing global conflicts, which may adversely affect its ability to consummate a Business Combination[141]. - The financial statements do not include adjustments that might result from uncertainties related to global conflicts and their impact on the Company's operations[142].