Financial Position - As of September 30, 2023, the company had $0 in cash and approximately ($2,756,000) in working capital, compared to approximately $7,000 and ($1,450,000) respectively as of December 31, 2022[139]. - An accumulated deficit of approximately $11,756,000 was reported as of September 30, 2023[172]. - The company has no cash held outside the trust account as of September 30, 2023, which may not be sufficient for operations until December 20, 2024[211]. Trust Account and Shareholder Actions - The trust account balance after a distribution of approximately $166.3 million was approximately $44.9 million[141]. - The net proceeds from the initial public offering and private units amounted to $205,100,000, with $204,000,000 deposited into a non-interest bearing trust account[172]. - As of September 30, 2023, the trust account held approximately $45,724,650 in marketable securities[172]. - Monthly extension period payments of $100,000 were made to the trust account from June 2023 to October 2023, totaling $500,000[174]. - Following two extension meetings, public shares were redeemed, reducing outstanding Class A ordinary shares from 20,945,715 to 2,810,702[210]. - A total of 15,763,212 public shares were redeemed, leaving 5,182,503 Class A ordinary shares and 5,000,000 Class B ordinary shares outstanding[141]. - The company entered into Non-Redemption Agreements with Non-Redeeming Shareholders concerning 1,825,000 shares, with an expected transfer of 638,750 founders shares in exchange for their commitments[165]. Business Combination and Financing - The company extended the deadline to consummate an initial business combination from March 20, 2024, to December 20, 2024, as approved by shareholders[144]. - The sponsor will no longer make $100,000 monthly contributions to the trust account starting November 20, 2023, redirecting efforts towards a successful business combination[145]. - The company may need additional financing to operate the combined entity post-business combination due to potential redemptions of public shares[176]. - The company intends to use funds in the trust account to finance operations of the target business post-business combination[173]. - The company has engaged in discussions for potential business combinations since its IPO in December 2021, including a terminated agreement with WHC[159]. Compliance and Listing Status - The NYSE notified the company of noncompliance with listing standards due to a market capitalization below $40 million, leading to a suspension of trading[168]. - On March 8, 2024, the NYSE delisted the company's securities, which may adversely affect liquidity and value[169]. - The company is evaluating alternatives for listing its securities due to potential NYSE delisting[214].
Spree Acquisition 1 (SHAP) - 2023 Q3 - Quarterly Report