Financial Condition and Risks - The company expects to operate for at least 15 months following the IPO, but there is no assurance that available funds will be sufficient [154]. - If the initial business combination is not completed, public shareholders may receive approximately $10.30 per share or less upon liquidation of the Trust Account [155]. - The company may incur significant costs in pursuit of acquisition plans, which could impact its financial condition and results of operations [156]. - Claims against the company could reduce the proceeds in the Trust Account, potentially lowering the per-share redemption amount for shareholders [157]. - The sponsor has agreed to be liable if claims reduce the Trust Account below $10.30 per public share, but there is no guarantee of sufficient funds to satisfy these obligations [159]. - The company has $226,702,620 available from the IPO and private placement warrants to complete its business combination and cover related fees and expenses, including approximately $8,105,480 for deferred underwriting commissions [190]. - The company anticipates that the net proceeds from the IPO and private placement warrants will be sufficient for the initial business combination, but additional financing may be required if these funds prove insufficient [181]. - The Trust Account may yield negative interest rates, potentially reducing the per-share redemption amount below $10.30 [231]. - The company’s ability to complete a business combination may depend on raising equity and debt financing, which could be impacted by current market conditions [208]. - The company may liquidate the trust account's securities and hold funds in cash by March 3, 2024, to mitigate risks associated with being deemed an unregistered investment company [277]. - If the company is classified as an investment company, it may be forced to abandon its initial business combination efforts and liquidate [273]. Acquisition Strategy and Focus - The company plans to focus on acquisition opportunities in life sciences and sustainable technology but is not limited to specific industries [167]. - The company intends to focus its acquisition strategy on the healthcare industry and sustainability sector, which are subject to greater governmental regulation and technical expertise requirements [197][198]. - The company may pursue acquisition opportunities with financially unstable businesses or those lacking established revenue or earnings records, which could introduce significant operational risks [171]. - The company may pursue acquisitions outside of management's areas of expertise, which could hinder effective evaluation and operation [169]. - The company may seek acquisition opportunities in foreign countries, facing political and economic risks [283]. - The company may face significant risks if it completes a business combination with a target outside the United States, including currency fluctuations, tariffs, and regulatory challenges [187][188]. Shareholder Considerations - Initial shareholders will own 20% of the issued and outstanding shares after the IPO, and their investment will be worthless if the initial business combination is not completed [212]. - Initial shareholders and their permitted transferees are expected to own at least 20% of the issued and outstanding ordinary shares at the time of any shareholder vote, making it more likely to receive necessary approval for the initial business combination [242]. - Shareholders may face a reduction in share value without a remedy unless they can prove breaches of fiduciary duty or material misstatements [168]. - If shareholders hold over 15% of Class A ordinary shares, they will lose the ability to redeem shares exceeding that threshold in the event of a business combination [234]. - The issuance of additional shares may significantly dilute the equity interest of IPO investors and could affect market prices for the company's securities [238]. Management and Governance - Key personnel may negotiate employment agreements with the target business, which could create conflicts of interest in selecting the most advantageous business combination [183]. - Conflicts of interest may arise as officers and directors are not required to commit full time to the company, potentially impacting the search for business combinations [216]. - The company may engage in business combinations with entities affiliated with its initial shareholders, officers, or directors, raising potential conflicts of interest [221]. - The company has agreed to indemnify officers and directors, but this may discourage shareholders from pursuing lawsuits against them [227]. - Negative developments involving management or directors could materially impact the ability to complete an initial business combination [228]. - Management team may not remain post-business combination, potentially impacting shareholder value [289]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target company is not compliant with internal control requirements [174]. - The company may face significant penalties if it violates local laws regarding foreign investment in target countries [286]. - Compliance with laws and regulations may be costly and time-consuming, with potential adverse effects on business operations [293]. - The SEC has proposed rules that could provide a safe harbor for SPACs, requiring a business combination to be completed within 24 months of the IPO [274]. - The company is classified as an emerging growth company, which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors [268]. Market and Economic Conditions - Competition among special purpose acquisition companies (SPACs) for attractive targets has increased, potentially raising costs and complicating the ability to find suitable acquisition opportunities [195][196]. - Inflationary pressures in Asian economies could lead to government actions that significantly decrease profitability after the initial business combination [287]. - Corporate governance standards in non-US countries may be weaker, potentially leading to unfavorable transactions and poor management practices [285]. - Operations and revenue may be significantly influenced by economic, political, and legal conditions in the foreign country of operation [291]. - Exchange rate fluctuations could adversely affect the financial condition and results of operations if a non-U.S. target is acquired [292]. Miscellaneous - The company employs a mail forwarding service, which may delay communication [296]. - No unresolved staff comments reported [297]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [328].
Valuence Merger I(VMCA) - 2022 Q4 - Annual Report