IPO and Financing - The company completed its IPO on March 9, 2021, raising total gross proceeds of $276 million from the sale of 27,600,000 units at a price of $10.00 per unit[269]. - The Company raised gross proceeds of $276,000,000 from the IPO of 27,600,000 units at $10.00 per unit, which included the full exercise of the underwriters' over-allotment option[313]. - The company completed a private sale of 5,013,333 private placement warrants at a purchase price of $1.50 per warrant, generating gross proceeds of $7.52 million[270]. - The company sold 27,600,000 units at a purchase price of $10.00 per unit, generating gross proceeds of $276,000,000 during the IPO[347]. - The company issued 5,013,333 Private Warrants at a price of $1.50 per warrant, totaling $7,520,000 in a private placement[356]. - The Company must complete its initial Business Combination within 24 months from the IPO closing date, or it will cease operations and redeem public shares[319]. Financial Performance - For the year ended December 31, 2021, the company reported a net income of approximately $4.4 million, primarily due to a $7.8 million unrealized gain on the change in fair value of warrants[275]. - For the year ended December 31, 2021, the Company reported a net income of $4,369,659, compared to a net loss of $1,302 for the period from inception through December 31, 2020[302]. - The Company had a basic and diluted net income per share of $0.13 for Class A and Class B common stock for the year ended December 31, 2021[333]. - The allocation of net income for Class A common stock was $3,495,727, while for Class B it was $873,932 for the year ended December 31, 2021[333]. Assets and Liabilities - As of December 31, 2021, total assets amounted to $276,438,764, with current assets of $421,922 and investments held in the Trust Account of $276,016,842[300]. - Total liabilities as of December 31, 2021, were $21,569,899, with current liabilities of $1,380,389[300]. - The Company has an accumulated deficit of $21,131,825 as of December 31, 2021[305]. - As of December 31, 2021, the company had $336,228 in its operating bank account and negative working capital of approximately $758,467[277]. - The Company has a warrant liability valued at $10,529,510 as of December 31, 2021, subject to re-measurement at each balance sheet date[371]. - The fair value of the Private Placement Warrant liability is classified within Level 3 of the fair value hierarchy, with a value of $4,594,820 as of December 31, 2021[372]. Business Operations - The company has not generated any operating revenues to date and will not do so until the completion of its initial business combination[274]. - The Company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[312]. - The company has reviewed several opportunities for a business combination but has not yet determined if it will complete any[271]. - The Company intends to complete a Business Combination before the mandatory liquidation date of March 8, 2023[324]. - If the company is unable to complete a business combination by March 8, 2023, it will cease operations except for the purpose of liquidating[279]. Costs and Expenses - The company incurred approximately $2.5 million in formation and operating costs, $0.6 million in transaction costs, and $0.3 million in excess fair value of private warrants over proceeds received for the year ended December 31, 2021[275]. - The Company incurred transaction costs for the IPO amounting to $15,627,893, of which $606,622 was included in the statements of operations[315]. - The Company recognized offering costs totaling $15,627,893, which included $5,520,000 of underwriting discount and $9,660,000 of deferred underwriting discount[334]. - The Company began paying an affiliate of the Sponsor $10,000 per month for administrative services after the IPO[364]. - The Company incurred $97,333 in administrative service fees for the year ended December 31, 2021, which are included in formation and operating costs[364]. Tax and Regulatory Matters - The company does not expect any significant changes in unrecognized tax benefits over the next twelve months[342]. - The company has identified the United States as its only major tax jurisdiction and is subject to income tax examinations by major taxing authorities since inception[342]. - The total deferred tax asset as of December 31, 2021 is $350,447, with a full valuation allowance established[377]. - The Company has $185,061 of U.S. federal net operating loss carryovers as of December 31, 2021, which do not expire[377]. Stock and Equity - The Company has authorized 280,000,000 shares of Class A common stock, with 27,600,000 shares issued and outstanding as of December 31, 2021[368]. - The Company accounts for common stock subject to possible redemption as temporary equity, presented at redemption value[332]. - The company’s common stock features certain redemption rights classified as temporary equity, presented at redemption value on the balance sheet[286]. - The weighted average shares outstanding of Class A common stock subject to possible redemption were 27,600,000, with a basic and diluted net income per share of $0.13[302]. - The company has not requested the Sponsor to reserve for indemnification obligations related to claims by third parties[321].
Iris Acquisition p(IRAA) - 2021 Q4 - Annual Report