IPO and Fundraising - The company completed its Initial Public Offering on August 3, 2021, raising gross proceeds of $200 million from the sale of 20,000,000 Units at $10.00 per Unit[130]. - Following the IPO, $219,611,310 was placed in a Trust Account for the benefit of Public Shareholders, invested in interest-bearing U.S. government securities[134]. - The underwriter partially exercised the over-allotment option, generating additional gross proceeds of $19,611,310 from the sale of 1,961,131 Units[132]. - The company generated gross proceeds of $6,000,000 from the sale of 4,000,000 Private Warrants at a price of $1.50 per Private Unit[156]. - The company has broad discretion in applying the net proceeds from the IPO and Private Placement towards consummating a Business Combination[135]. Business Combination and Strategy - The company entered into a Business Combination Agreement with SuperBac on April 25, 2022, aiming to merge and create a national leader in crop nutrition in Brazil[137]. - Upon completion of the merger, SuperBac will become an indirect subsidiary of PubCo, with PubCo owning at least 95% of SuperBac's equity interests[140]. - The Business Combination Agreement includes a Minimum Cash Condition of at least $150 million available to PubCo at the Acquisition Closing[146]. - SuperBac has over two decades of experience in developing biologically-based alternatives to synthetic chemicals for agricultural and industrial applications[150]. - The company plans to diversify into crop protection and other industry sectors, leveraging its proprietary biotech development platform[150]. Financial Performance and Expenses - For the three months ended June 30, 2022, the company reported a net income of $1,868,182, driven by a $2,925,096 gain on the fair value of warrant liabilities[153]. - The company incurred $1,385,461 in operating, general, and administrative expenses for the three months ended June 30, 2022[153]. - The company expects to use approximately $350,000 for legal, accounting, due diligence, and other expenses associated with structuring and negotiating the Business Combination[162]. - As of June 30, 2022, the company had cash outside the Trust Account amounting to $270,257, available for working capital needs[155]. - The company had a net loss of $183 for the three months ended June 30, 2021, entirely due to operating expenses[154]. Going Concern and Future Outlook - The company expects to incur significant costs in pursuing its initial Business Combination, with no assurance of success in raising capital[129]. - The company anticipates significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern within one year after the financial statements are issued[158]. - As of June 30, 2022, the company had no long-term debt or capital lease obligations[167]. Risk Management - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[175].
Zalatoris II Acquisition (ZLS) - 2022 Q2 - Quarterly Report