Financial Position - As of June 30, 2023, the company had $0 in cash and approximately ($2,742,000) in working capital, compared to approximately $7,000 and ($1,450,000) as of December 31, 2022[109]. - The company has not engaged in any revenue-generating operations to date and has an accumulated deficit of approximately $11,742,000 as of June 30, 2023[129][134]. - As of June 30, 2023, the company had approximately $44,884,000 of marketable securities held in the trust account[134]. - The company incurred significant costs in pursuit of financing and acquisition plans, relying on loans from the sponsor, with $500,000 borrowed for monthly trust contributions[138][140]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 to the sponsor for office space and services[144]. Business Combination Timeline - On June 12, 2023, shareholders approved a nine-month extension for the deadline to consummate the initial business combination, moving it from June 20, 2023, to March 20, 2024[110]. - Following the initial extension meeting, 15,763,212 public shares were redeemed, leaving 5,182,503 Class A ordinary shares and 5,000,000 Class B ordinary shares outstanding[112]. - On June 21, 2023, approximately $166.3 million was distributed from the trust account to redeeming shareholders, leaving a balance of approximately $44.9 million[112]. - The company entered into a Termination Agreement for the WHC Business Combination on August 23, 2023, effectively terminating the agreement[116]. - A second extension meeting was held on December 21, 2023, where shareholders approved an additional nine-month extension to December 20, 2024, for the initial business combination deadline[120]. - In connection with the second extension meeting, 2,371,801 public shares were redeemed, resulting in 2,810,702 Class A ordinary shares remaining outstanding[121]. - On January 3, 2024, the sponsor converted 4,999,999 founders shares from Class B to Class A ordinary shares[124]. - If the initial business combination does not close, the company may be forced to cease operations and liquidate the trust account[140]. Financial Obligations and Costs - The net proceeds from the initial public offering (IPO) were approximately $205,100,000, with $204,000,000 deposited into a non-interest bearing trust account[134]. - The company is obligated to pay a deferred underwriting fee of $9,000,000, which represents 4.5% of the gross proceeds of the IPO, upon the consummation of the initial business combination[144]. - The company has been incurring increased expenses due to being a public company, including legal and financial reporting costs[129]. - The company intends to use substantially all investments held in the trust account to fund the post-business combination company[135]. - The sponsor announced it would cease $100,000 monthly contributions to the trust account starting November 20, 2023, to focus on optimizing efforts for a successful business combination[122]. Compliance and Regulatory Issues - On February 22, 2024, the company received notice of noncompliance with NYSE listing standards, leading to the suspension of trading and potential delisting[126].
Spree Acquisition 1 (SHAP) - 2023 Q2 - Quarterly Report