IPO and Financial Proceeds - The company completed its initial public offering on February 23, 2022, raising gross proceeds of 10.00 per unit[23]. - A total of 19.9 million available for a business combination as of December 31, 2023, assuming no redemptions[53]. - The company intends to complete its initial business combination using cash from the IPO proceeds, placement warrants, shares, debt, or a combination of these[55]. - The anticipated redemption price for public shareholders upon completion of the initial business combination is approximately 10.55 per share, totaling an aggregate redemption amount of approximately 0.02 per share to redeeming shareholders, amounting to a total of 11.03, but this may be subject to claims from creditors[101]. - The company has no liquid assets outside the trust account as of December 31, 2023, to cover potential claims or expenses[100]. - The company has until May 23, 2024, to consummate an initial business combination, or it will cease operations and redeem public shares at a per-share price based on the trust account balance[97]. Business Combination and Strategy - The company must complete its initial business combination by May 23, 2024, or its existence will terminate, leading to the distribution of trust account funds[26]. - Shareholders approved an extension of the deadline for the initial business combination from May 23, 2023, to May 23, 2024, with approximately 26,946,271 Class A ordinary shares redeemed[28]. - The company entered into a merger agreement with Visiox Pharmaceuticals, intending to exchange all outstanding capital stock of Visiox for shares of the company[32]. - The company plans to migrate from the Cayman Islands to Delaware prior to the closing of the merger, with a one-for-one conversion of Class A and Class B shares[33]. - The management team possesses over 25 years of experience in capital raising, mergers, and acquisitions, led by Suren Ajjarapu[34]. - The company established acquisition criteria focusing on competitive position, management team capability, and potential for growth and value creation[36]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[41]. - The company anticipates structuring the initial business combination to ensure post-combination ownership of at least 50% of the target's voting securities[42]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[62]. - The company must select a target business with an aggregate fair market value equal to at least 80% of the balance in the trust account at the time of signing a definitive agreement[59]. - The company intends to conduct a thorough due diligence review of prospective target businesses, including meetings with management and document reviews[64]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[48]. - The company will remain an emerging growth company until it has total annual gross revenue of at least 700 million[50]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements[51]. - The company has not taken steps to secure third-party financing for its initial business combination, and there is no assurance that it will be available[53]. - The company may seek to raise additional funds through a private offering of debt or equity securities in connection with its initial business combination[57]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[177]. - The company has registered its units, Class A ordinary shares, and warrants under the Exchange Act and is subject to periodic reporting requirements[111]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its initial business combination[115]. Shareholder Rights and Redemption - Public shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[90]. - The redemption process will allow shareholders to redeem shares either through a general meeting or a tender offer[83]. - If a tender offer is conducted, it will remain open for at least 20 business days[86]. - The company expects that at the time of any shareholder vote, the sponsor and its permitted transferees will own approximately 20.0% of the issued and outstanding ordinary shares entitled to vote[88]. - The company will not redeem public shares if it would cause net tangible assets to fall below 4,464,079, with operating expenses of 5,813,213[146]. - The company had 322,105 as of December 31, 2023[151]. - For the year ended December 31, 2023, net cash used in operating activities was 284,916,127[149]. - The company has no off-balance sheet financing arrangements as of December 31, 2023[167]. - The company recorded 10,000 for office space and administrative support[174]. Governance and Management - The board of directors consists of five members, with three being independent directors as defined by Nasdaq standards[202]. - Michael L. Peterson serves as the chairman of the audit committee, which is comprised solely of independent directors[206]. - The audit committee is responsible for overseeing the integrity of financial statements and compliance with legal and regulatory requirements[208]. - The company is classified as a "controlled company" until the completion of its initial business combination, meaning only holders of founder shares can vote on director appointments[204]. - The company intends to comply with Nasdaq corporate governance requirements despite its controlled company status[204]. - The company has established an audit committee charter detailing the principal functions of the audit committee, including the appointment and oversight of independent auditors[207]. - The independent directors will hold regularly scheduled meetings to discuss matters without the presence of non-independent directors[203]. - The company has no standing nominating committee but allows independent directors to recommend nominees for the board[207]. - The audit committee is required to pre-approve all audit and non-audit services provided by independent auditors[208]. - The company has a commitment to maintaining financial literacy among its audit committee members, with Michael L. Peterson qualifying as an "audit committee financial expert"[206]. - The company has established a compensation committee composed entirely of independent directors, as required by Nasdaq listing standards[212]. - The compensation committee is responsible for reviewing and approving the corporate goals and objectives relevant to the Chief Executive Officer's compensation[212]. - The company has adopted a code of ethics applicable to directors, officers, and employees, which is available for review[216]. - An insider trading policy has been adopted, requiring insiders to refrain from purchasing shares during blackout periods and to clear all trades with legal counsel[217]. - The company believes that all reports applicable to executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner according to Section 16(a) of the Exchange Act[218]. - The audit committee will review all payments made to the Sponsor, Original Sponsor, officers, directors, or their affiliates on a quarterly basis[219].
PowerUp Acquisition (PWUP) - 2023 Q4 - Annual Report