IPO and Financial Overview - The company completed its initial public offering on December 13, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[21]. - A total of $117.3 million was placed in the trust account, which includes $112.7 million from the IPO and $4.6 million from the private placement warrants[23]. - The company has approximately $47,466,611 available for a business combination as of December 31, 2023, after paying $4,025,000 in deferred underwriting fees[57]. - The company had cash and marketable securities in the trust account amounting to $47,466,611 as of December 31, 2023, a decrease from $118,992,274 in 2022[176]. - The company generated net cash provided by operating activities of $3,220,499 for the year ended December 31, 2023, compared to a net cash used of $37,262 in 2022[174][175]. - The company incurred transaction costs of $6,822,078 related to its initial public offering, which included $2,300,000 in underwriting discounts[173]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[148]. Business Combination and Strategy - The merger agreement with Refreshing USA, LLC was terminated on September 26, 2023, due to unmet conditions by the outside date of July 31, 2023[25]. - The company is focused on acquiring businesses in the health, nutrition, fitness, wellness, and beauty sectors, which represent a $4.5 trillion global wellness market[28]. - The company aims to pursue bolt-on acquisitions to facilitate future growth and capitalize on consolidation trends in the wellness sector[32]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[43]. - The company may pursue a business combination with affiliated companies, provided an independent opinion is obtained to ensure fairness from a financial perspective[35]. - The company intends to conduct extensive due diligence on prospective target businesses, including meetings with management and financial reviews[68]. - The company may seek shareholder approval for its initial business combination if required by law or stock exchange rules[75]. Shareholder Rights and Redemption - Public shareholders can redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, including interest earned[87]. - The company will not redeem public shares if the business combination does not close, and only public shares are entitled to redemption rights[87]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[88]. - If shareholder approval is sought, a public shareholder is restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[99]. - The company will provide public shareholders with the opportunity to redeem shares either through a general meeting or a tender offer[89]. - If redemptions are conducted under tender offer rules, the offer will remain open for at least 20 business days[95]. - The company will not proceed with redemptions if the cash consideration required exceeds the available cash[88]. - Redemption rights for public shareholders can be exercised up to two business days before the scheduled vote on the business combination proposal[104]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not be entitled to redeem for a pro rata share of the trust account[105]. Financial Obligations and Reporting - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[127]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[134]. - The company has identified material weaknesses in internal controls over financial reporting as of December 31, 2023, including errors in the classification of investing activities and complex transactions[198][199][203]. - The company has implemented a remediation plan to address identified weaknesses, including additional review procedures by the Chief Financial Officer[200]. - The company has a deferred fee of $4,025,000 payable to underwriters upon completion of an initial business combination[183]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of December 31, 2023[180][181]. Management and Governance - The management team has over 150 years of combined experience in relevant sectors, including more than 70 years specifically in wellness and beauty[29]. - Matthew Malriat appointed as Chief Financial Officer and director since February 2024, with over 10 years of experience in capital markets and corporate finance[212]. - Donald Fell has served as a director since February 2024, with extensive experience in economics and business, including roles in various special purpose acquisition companies[216]. - Michael Peterson has been a director since February 2024, currently serving as President and CEO of Lafayette Energy Corp since April 2022[217]. - Yueh Eric Seto joined as a director in February 2024, co-founding an award-winning law firm in Hong Kong and recognized as a Preeminent Professional[215]. - The company has a diverse board with expertise in finance, law, and economics, enhancing its strategic decision-making capabilities[214]. - The board's collective experience includes significant roles in public and private transactions across various industries, indicating strong governance[215]. - The company is focused on navigating complex legal landscapes and capital markets, leveraging the board's extensive backgrounds[216]. - Future strategies may include further acquisitions and partnerships, as indicated by the backgrounds of board members in special purpose acquisition companies[217]. - The company aims to enhance its market position through the expertise of its directors in various sectors, including energy and finance[218]. - The board's composition reflects a commitment to strong oversight and strategic growth initiatives in the coming years[214].
Integrated Wellness Acquisition p(WEL) - 2023 Q4 - Annual Report