IPO and Merger Details - The Company completed an IPO of 28,750,000 units at 10.00perunit,generatingproceedsofapproximately8.98 million[230]. - The Company entered into a Merger Agreement with Blaize, where Blaize will become a wholly owned subsidiary, and the Company will be renamed "Blaize Holdings, Inc."[234]. - The Merger Agreement includes an exchange ratio of 77,000,000 shares of the Company Class A common stock for Blaize Common Stock[235]. - The Merger is subject to customary closing conditions, including shareholder approvals and regulatory clearances[239]. - The Company agreed to not engage in any other business combination proposals between the date of the Merger Agreement and the closing[246]. - A private placement of up to 25millioninsecuredconvertiblepromissorynotesforBlaizeisplannedpriortoorconcurrentlywiththeclosing[248].−TheSponsorSupportAgreementrequirestheSponsortovoteinfavoroftheMergerAgreementandagainstanycompetingproposals[250].−Themergeragreementincludesprovisionsforupto6,833,333sharesofClassAcommonstocktobeissuedforaggregategrossproceedsof25.0 million[265]. - Earnout shares totaling 16.3 million may be issued contingent on the closing stock price of New Blaize common stock exceeding certain thresholds during the earnout period[267]. Financial Performance and Position - For the three months ended March 31, 2024, the company reported a net loss of 10,633,withoperatingcostsandfranchisetaxestotaling475,812 and provision for income taxes of 162,895[281].−AsofMarch31,2024,thecompanyhad1,500,000 outstanding under a Convertible Promissory Note and 418,441inadvancesfromthesponsor[282].−Thecompanyhad148,736 in its restricted cash account and 47,868,795ininvestmentsheldintrustasofMarch31,2024,with3,369,206 representing interest income[292]. - Approximately 227.8millionwasremovedfromthecompany′strustaccounttopayholdersafter22,119,297sharesweretenderedforredemption[261].−Thecompanygeneratednon−operatingincomeof3,075,729 from interest on marketable securities held in the trust account for the three months ended March 31, 2023[291]. - The Company is less than 7 months from mandatory liquidation, raising substantial doubt about its ability to continue as a going concern for at least one year from the date of the financial statements[296]. - The Company has no long-term debt or significant liabilities, except for a monthly fee of 10,000toanaffiliateforofficespaceandsupport[298].−AsofMarch31,2024,thereare4,345,663ClassAcommonstocksubjecttopossibleredemption,presentedatredemptionvalueastemporaryequity[299].OperationalandRegulatoryConsiderations−TheCompanymustensurethatcashavailableinthetrustaccountisequaltoorgreaterthan125 million at the time of closing[242]. - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying a target company for a business combination[289]. - The company must use reasonable best efforts to remain listed as a public company on Nasdaq until the closing of the merger[276]. - The Company has identified material weaknesses in internal control over financial reporting, particularly regarding the withdrawal of funds from the Trust Account[327]. - The Inflation Reduction Act imposes a 1% excise tax on stock repurchases by publicly traded corporations, effective January 1, 2023[332]. Future Capital Needs - The Company expects to need to raise additional capital through loans or investments to meet working capital needs[293]. - If unable to raise additional capital, the Company may need to curtail operations or reduce overhead expenses[293]. Accounting and Share Structure - The Company has not adopted the new accounting standards effective January 1, 2024, and is assessing their potential impact[303]. - The Company has two classes of shares, with earnings and losses shared pro rata between Class A and Class B common stock[302]. - The public and private warrants are classified as equity and recorded as part of additional paid-in capital at issuance[301].
