Financial Performance - The company reported a net loss of $240,700 for the period from March 17, 2021, through December 31, 2021, primarily due to operating and formation costs of $235,267[144]. - The company has not generated any revenues since its inception on March 17, 2021, and has engaged in limited operations[167]. Cash and Capital Structure - As of December 31, 2021, the company had $928,389 in cash and a working capital of $903,354[145]. - A total of $75,750,000 from the IPO proceeds was placed in a trust account for the purpose of completing the initial business combination[148]. - The net proceeds from the IPO and private placement warrants are held in a trust account and invested in U.S. government treasury bills or money market funds[168]. Initial Public Offering (IPO) - The initial public offering (IPO) generated gross proceeds of $75,000,000 from the sale of 7,500,000 units, with each unit priced at $10.00[146]. - A private placement with sponsors generated an additional $3,176,000 from the sale of 317,600 units at the same price of $10.00 per unit[147]. - Sponsors purchased an aggregate of 320,272 private units at a price of $10.00 per unit for a total of $3,202,720[162]. Business Combination and Future Expectations - The company expects to incur approximately $425,000 for legal, accounting, and due diligence expenses related to business combinations, along with $600,000 for D&O insurance[152]. - The company anticipates annual franchise tax obligations of $200,000, which will be paid from funds held outside the trust account or from interest earned on the trust account[149]. - The company may need to seek additional financing to complete its initial business combination if the target businesses exceed the net proceeds from the IPO[154]. - The company may extend the business combination deadline up to 18 months from the IPO closing, requiring a deposit of $776,716 ($0.10 per unit) for each three-month extension[162]. - Initial stockholders will have redemption rights for public shares if a business combination is not completed within 12 months (or up to 18 months) from the IPO[163]. Going Concern and Risks - There is substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the financial statements[155]. - The company has not engaged in any operations or generated revenues to date, with expectations to incur increased expenses post-IPO[143]. Corporate Governance - The board of directors consists of five members, including the CEO and three independent directors, with voting rights limited to Class B common stock holders until the initial business combination is completed[161]. Regulatory and Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[165]. - The company may not be required to provide certain disclosures related to executive compensation for five years following the IPO[166]. Market and Risk Management - The company does not expect to engage in any hedging activities related to market risk[167]. - Each whole warrant is exercisable to purchase one whole share of Class A common stock at $11.50 per share[162].
ZyVersa Therapeutics(ZVSA) - 2021 Q4 - Annual Report