MultiSensor AI(MSAI) - 2023 Q2 - Quarterly Report

Financial Performance - As of June 30, 2023, the company reported a net loss of $959,222 for the three months ended June 30, 2023, and a net loss of $454,030 for the six months ended June 30, 2023[152][153]. - As of June 30, 2023, the company had $255,452 in its operating bank account and a working capital deficit of $1,327,066[143]. - The company has not commenced any operations and has not generated any revenues to date, with all activities related to its formation and IPO[151]. - Interest earned on investments held in the Trust Account amounted to $1,765,580 for the six months ended June 30, 2023[153]. - The Company incurred $30,000 in administrative service fees for the three months ended June 30, 2023, consistent with the same period in 2022[156]. - As of June 30, 2023, the Company had accrued $51,356 in administrative service fees, an increase from $21,356 as of December 31, 2022[156]. - The Company does not believe inflation had a material impact on its business or operating results during the reported period[170]. Capital Structure - The company had operational working capital of $1,000,000 secured through Promissory Notes, with an aggregate of 165,598 Founder Shares issued as an incentive[138]. - The company completed its IPO on October 21, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[140]. - Following a special meeting on April 14, 2023, 9,865,056 shares of common stock were redeemed, leaving 5,184,944 shares outstanding[137]. - The Company will pay Roth Capital Partners a cash fee of 3.5% of the gross proceeds of the IPO, amounting to $4,025,000, upon consummation of the initial Business Combination[158]. - Craig-Hallum will receive a cash fee of 6.0% of the gross proceeds raised in connection with a Business Combination, contingent on their introduction to the specific transaction[161]. - If a Business Combination is completed, Craig-Hallum will be owed an M&A Advisory Fee in stock equal to the greater of 2.0% of the aggregate transaction value or 250,000 shares of common stock[162]. Regulatory and Tax Considerations - The company is subject to a new 1% excise tax on stock repurchases effective January 1, 2023, which may impact cash available for a Business Combination[149][150]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[171]. - The Company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies[172]. Debt and Obligations - The company has no long-term debt obligations or capital lease obligations[155]. - The Company has not had any off-balance sheet arrangements as of June 30, 2023, and December 31, 2022[169]. Earnings Per Share - The Company did not have any dilutive securities as of June 30, 2023, resulting in diluted loss per common stock being the same as basic loss per common stock[165]. Business Combination Timeline - The company has until August 20, 2023, to consummate a Business Combination, with a potential extension to December 20, 2023, contingent on additional funding[147].