Financial Overview - The company raised a total of $60,600,000 from its IPO and private placement, which is held in a U.S.-based trust account[24]. - The company completed a private placement of 277,750 units at $10.00 per unit, generating gross proceeds of $2,777,500[22]. - The company has not generated any revenues to date and has only engaged in organizational activities since its inception on May 9, 2022[101]. - The company reported a total stockholders' deficit of $(682,253) as of December 31, 2023, compared to $(4,237) as of December 31, 2022[207]. - The company raised $60,000,000 through the sale of public units in its public offering, contributing significantly to its capital structure[212]. - Cash at the end of the period was $584,635, showing a net change in cash of $584,635 for the year ended December 31, 2023[215]. - The company incurred offering costs of $1,523,449 during the financing activities, impacting overall financial performance[215]. - The investment of cash in the Trust Account amounted to $60,600,000, indicating a substantial allocation of resources[215]. - The company incurred a cash underwriting fee of 1.4% of gross proceeds from the Public Offering, totaling $837,500, with deferred underwriting commissions of $1,200,000 contingent on completing a Business Combination[110]. - The total other income for the year ended December 31, 2023, was $121,187, derived from investment income earned on investments held in the Trust Account[210]. - The company had a weighted average of 2,366,106 shares outstanding, resulting in a basic and diluted net loss per share of $0.02[210]. - As of December 31, 2023, the accumulated deficit increased to $682,437 from $4,237 at the end of 2022, reflecting ongoing financial challenges[212]. Business Strategy and Focus - The company aims to focus on the AI transportation industry, targeting logistics, new energy vehicles, smart parking, and AI algorithms[19]. - The global AI transportation market is forecasted to reach $3,870,000,000 by 2026, indicating significant growth potential[31]. - The company intends to acquire businesses in the AI transportation sector, leveraging its management team's operational experience and industry network[39]. - The acquisition strategy focuses on identifying untapped opportunities within the intelligent transportation systems and mobility industry, targeting companies with solid technological foundations[41]. - The company plans to leverage its management team's network to identify acquisition opportunities in the AI and technology sectors[30]. - The company may consider targets with significant ties to China, which could present regulatory challenges[36]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of its Business Combination[100]. - The company has a liquidity need that may require additional capital through loans or investments from its Sponsor or other parties[104]. Corporate Governance - The board of directors consists of five members, divided into three classes, with each class serving a three-year term[141]. - Independent directors include Wong Ping Kuen, Ka Cheong Leung, and Dick Wai Mak, all meeting Nasdaq independence standards[139]. - The audit committee is composed solely of independent directors, with Wong Ping Kuen serving as chairman[146]. - The compensation committee, chaired by Ka Cheong Leung, is responsible for reviewing and approving executive compensation policies[148]. - The corporate governance and nominating committee, chaired by Dick Wai Mak, evaluates candidates for board nominations annually[153]. - Each member of the audit committee qualifies as an "audit committee financial expert" under SEC rules[147]. - The compensation committee will not pay any compensation to existing shareholders or officers prior to an initial business combination[150]. - The company has established procedures for handling complaints regarding accounting and internal controls[149]. - The board will evaluate the background of each candidate for director nominations, including those submitted by shareholders[155]. Operational Status - The company has not commenced any operations and will not generate operating revenues until after completing its business combination[27]. - The company has not identified any specific business combination target or initiated substantive discussions with potential targets[19]. - The company has a 12-month period to complete its initial business combination, extendable by six one-month extensions with additional deposits[24]. - The company faces substantial doubt about its ability to continue as a going concern if it does not complete a Business Combination within the prescribed time[105]. - The company has not engaged in any hedging activities and does not expect to do so in the future[113]. - The company has not drawn any amounts under related party loans as of December 31, 2023, with a potential conversion of up to $1,500,000 into additional Placement Units upon consummation of a business combination[179]. - The company has accrued $20,000 for administrative services as of December 31, 2023, with a monthly payment of $10,000 for up to twelve months[185]. - The company has a monthly administrative service agreement of $10,000 for up to 12 months, extendable to 18 months[58]. - The company has not paid any cash dividends on its ordinary shares to date and does not intend to do so prior to completing its initial business combination[87]. Shareholder Information - The holders of public shares do not have the right to appoint any directors prior to the initial business combination[169]. - AI Transportation Corp holds 1,729,750 shares, representing 22.07% of outstanding ordinary shares[165]. - The total number of ordinary shares issued and outstanding as of April 5, 2023, is 7,837,750[164]. - The founder shares held by initial shareholders may represent up to 22.68% of outstanding ordinary shares upon completion of the initial public offering[168]. - A total of 225,000 shares were forfeited among the sponsor's 1,725,000 founder shares due to the underwriter not exercising its over-allotment option[171]. - The company issued a dividend of 287,500 fully-paid shares to the sponsor on November 8, 2023[171].
AI Transportation Acquisition(AITR) - 2023 Q4 - Annual Report