Business Combination and Shareholder Actions - The Business Combination Agreement with SuperBac was mutually terminated on May 3, 2023, leading to the automatic termination of related agreements[37]. - Shareholders approved four proposals during the extraordinary general meeting on July 27, 2023, including the Extension Amendment Proposal, allowing the Company to extend the Business Combination deadline to August 3, 2024[47][48]. - If a Business Combination is not completed by August 3, 2024, the Company will initiate automatic winding up and liquidation[51]. - The Company extended the period to consummate its initial business combination by one month, from October 3, 2023, to November 3, 2023, with a deposit of $100,000 into the trust account[132]. Financial Position and Performance - As of September 30, 2023, the Company reported no cash and a working capital deficit of $247,481, raising doubts about its ability to continue as a going concern[50]. - The Company had cash of $0 and $44,659 as of September 30, 2023, and December 31, 2022, respectively, indicating a significant reduction in cash reserves[72]. - The Company held $68,616,837 in the Trust Account, a decrease from $222,726,270 as of December 31, 2022, primarily due to shareholder redemptions[73]. - The Class A ordinary shares subject to possible redemption decreased from $222,726,270 at the beginning of the year to $68,616,837 as of September 30, 2023, after accounting for redemptions of $(160,732,917)[77]. - For the three months ended September 30, 2023, the net income per ordinary share was $0.04 for both Class A and Class B shares, compared to a net loss of $(0.02) for the same period in 2022[65]. - For the nine months ended September 30, 2023, the net income per ordinary share was $0.27 for both Class A and Class B shares, compared to $0.04 for the same period in 2022[65]. Costs and Expenses - The Company incurred significant costs related to acquisition plans and expects to continue incurring such costs[50]. - Offering costs related to the Initial Public Offering totaled $11,761,739, with additional costs incurred from the partial exercise of the over-allotment option amounting to $1,078,624[62][63]. - The Company recognized a remeasurement of Class A ordinary shares subject to possible redemption amounting to $6,423,484 for the nine months ended September 30, 2023[77]. - The Company derecognized the advisory fee of $7,686,396 related to the deferred underwriting fee, as it is contingent upon payment[99]. - The underwriter was entitled to a deferred fee of $7,686,396, which was formally waived by the underwriter in July 2023[122]. Shareholder Transactions - On July 10, 2023, the Former Sponsor sold 4,400,283 Class B ordinary shares and 4,261,485 Private Warrants to the new Sponsor for a total of $250,000[38]. - Following the shareholder meeting, 15,446,457 Class A Ordinary Shares were redeemed at approximately $10.41 per share, totaling $160,732,917, leaving a balance of approximately $67,790,468 in the Trust Account[49]. - The Company completed a private placement of 4,000,000 Private Warrants at a price of $1.50 per warrant, generating gross proceeds of $6,000,000[83]. Accounting and Taxation - The financial statements do not include adjustments that might result from uncertainties related to the COVID-19 pandemic and the Russia-Ukraine war[52]. - The Company has not accrued any amounts for income taxes as it is considered an exempted Cayman Islands company with no income tax obligations[61]. - The Company is currently evaluating the impact of new accounting standards effective January 1, 2024, which may affect its financial position and results of operations[78]. - The accounting treatment for the warrants requires re-measurement at each balance sheet date, with changes in fair value recognized in the statement of operations[119]. Warrants and Shares - The Company had 7,320,377 Public Warrants and 4,261,485 Private Warrants outstanding[118]. - The fair value of the Public Warrants was $454,000 and the Private Warrants was $264,000 as of September 30, 2023[126]. - The Company recorded a derivative liability for the warrants at their fair value, which was $718,000 as of September 30, 2023, down from $1,874,437 as of December 31, 2022[123]. - The Company has the right to redeem Public Warrants when the price per Class A ordinary share equals or exceeds $10.00[115]. - The Company issued additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes at an issue price of less than $9.20 per share, which could trigger adjustments to the exercise price of the warrants[115]. - The Company is authorized to issue 200,000,000 Class A ordinary shares, with 6,514,674 shares issued as of September 30, 2023[107]. - The Company has 5,490,283 Founder Shares outstanding, representing 20% of the total issued ordinary shares[108]. - The Public Warrants will become exercisable 12 months after the closing of the Initial Public Offering, with specific conditions for redemption at $0.01 per warrant if the share price exceeds $18.00[111][114].
Zalatoris II Acquisition (ZLS) - 2023 Q3 - Quarterly Report