Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $344,075, which includes earnings on marketable securities of $797,857[109]. - For the nine months ended September 30, 2023, the company achieved a net income of $1,030,372, primarily from earnings on marketable securities totaling $3,002,579[110]. - As of September 30, 2023, the company held marketable securities in the Trust Account valued at $59,055,248, including $3,002,579 in earnings and $251,339 in unrealized earnings[119]. - The company has not generated any operating revenues to date and relies on non-operating income from marketable securities[108]. Initial Public Offering - The company completed its initial public offering on December 13, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[113][114]. - The company incurred transaction costs of $6,822,078 related to the initial public offering, which included underwriting discounts and actual offering costs[116]. - The underwriters of the initial public offering are entitled to a deferred fee of $4,025,000, payable only upon the completion of an initial business combination[124]. Business Combination and Agreements - The company entered into a Merger Agreement with Refreshing USA, LLC, with a merger consideration valued at $160,000,000, but terminated the agreement on September 26, 2023, due to unmet conditions[104][105]. - A purchase agreement was signed on November 8, 2023, for the transfer of 2,012,500 Class B ordinary shares and 4,795,000 private placement warrants for a total price of one dollar[106]. - As of September 30, 2023, the company had cash of $12,047 held outside the Trust Account, intended for completing an initial business combination[120]. - The company anticipates incurring significant costs in pursuing an initial business combination, raising doubts about its ability to continue as a going concern[121]. Financial Obligations - The company has an agreement to pay the sponsor a monthly fee of $10,000 for office space and administrative support, which has been waived for the three and nine months ended September 30, 2023[123]. - As of September 30, 2023, the company had borrowed $1,150,000 under the Extension Note, which was issued to extend the termination date to June 13, 2023[125]. - The company borrowed $640,000 under the Second Extension Note as of September 30, 2023, to pay for four of six additional extensions until October 13, 2023[126]. Risks and Accounting Estimates - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[128]. - No critical accounting estimates have been identified as of September 30, 2023[127].
Integrated Wellness Acquisition p(WEL) - 2023 Q3 - Quarterly Report