Semper Paratus Acquisition (LGST) - 2024 Q1 - Quarterly Report

Financial Performance - For the three months ended March 31, 2024, the Company reported a net income of $11,264,842 compared to a net loss of$30,756,144 for the same period in 2023[87]. - Net income attributable to common stockholders for Q1 2024 was $10,506,866, while the basic net income per share was$0.08[87]. - The weighted average common stock outstanding increased to 137,333,802 in Q1 2024 from 119,999,989 in Q1 2023[87]. Merger and Acquisition Details - The Company reported a total net liabilities acquired in the Merger of $2,883,981, which includes transaction costs of$7,728,681[45]. - The Merger resulted in the issuance of 164,614,418 shares of the Company's common stock immediately after the transaction[44]. - The company assumed notes payable of $1,651,000 from the Merger, which remain outstanding and are in default as of March 31, 2024[52]. - The Company incurred total transaction costs of$7,728,681 related to the Merger, with $229,328 charged directly to equity[45]. Stock and Compensation - The company recorded stock-based compensation expense of$26,333,249 for the three months ended March 31, 2024, with $19,735,896 allocated to research and development and$6,597,353 to general and administrative expenses[58]. - The company issued 19,348,954 restricted stock units (RSUs) under the 2024 Plan, with a fair value of $4.51 per share, totaling$87,263,783[56]. - The company has $86,164,020 of unrecognized compensation cost related to restricted stock, which will be expensed over a weighted average period of 9.9 years[57]. - The Company recognized a compensation cost of$25,233,487 for performance-based RSUs due to the achievement of the liquidity event performance condition[57]. - The Company recognized a compensation cost of $800,396 for 40,000 Performance-Based RSUs issued to the CEO's wife and 20,000 RSUs to a consulting firm controlled by the CFO's daughter[86]. Liabilities and Fair Value - As of March 31, 2024, total accrued expenses and other liabilities amounted to$1,564,834, an increase of 42.5% from $1,096,450 as of December 31, 2023[51]. - The fair value of the convertible promissory notes prior to the Merger was assessed using significant assumptions, including a volatility of 80$11.50 per share[79][80]. - Total potentially dilutive securities included 65,575,576 shares as of March 31, 2024[90]. Other Financial Information - The Company has the potential to issue up to 24,500,000 Earnout Shares if the volume-weighted average price of its common stock reaches specified thresholds over three years[46]. - The Series A Preferred Stock was issued for gross proceeds of $2.0 million at a price of$4,000 per share, with an expense of $799,990 recorded related to its issuance[65]. - The Series B Preferred Stock was issued in return for the assumption of$3,613,000 of liabilities, with an issuance date fair value of $3,613,000 recorded[72]. - The Company incurred$2,000,000 in fees to the Sponsor for advisory services, with $250,000 payable in cash and the remainder paid with 150,000 shares of common stock[83]. - As of March 31, 2024, the Sponsor owes the Company$158,819 for working capital expenses[84]. Regulatory and Reporting - The adoption of ASU 2020-06 did not impact the Company's consolidated financial statements and related disclosures[42]. - The Company operates in a single segment, with no significant concentrations of credit risk identified in its cash holdings[31][32]. - The Company has not identified any subsequent events requiring disclosure through May 28, 2024[90]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[157].