Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,416,347, with operating expenses of $1,637,096 and interest income of $368,259 from marketable securities held in the Trust Account[136]. - For the six months ended June 30, 2023, the company had a net loss of $2,889,235, consisting of operating expenses of $3,404,454 and interest income of $811,539 from marketable securities held in the Trust Account[137]. - The company has not engaged in any operations or generated revenues to date, with only non-operating income from interest on cash and marketable securities held in a trust account[135]. - For the six months ended June 30, 2023, cash used in operating activities was $1,090,540, with a net loss of $2,889,235[150]. - The net loss attributable to non-redeemable common stock for the six months ended June 30, 2023, was $(3,491,180), compared to $(1,228,985) for the same period in 2022, indicating a significant increase in losses[172]. - The basic and diluted net loss per share for non-redeemable common stock was $(0.53) for the first half of 2023, compared to $(0.19) for the same period in 2022[172]. Business Combination and Strategy - The company executed a Business Combination Agreement with QT Imaging on December 8, 2022, aiming to complete its initial business combination[119]. - The management team intends to apply a "Mentor-Investor" philosophy to accelerate QT Imaging's growth and development post-business combination[121]. - The company plans to utilize cash from the proceeds of the Public Units and Private Placement Units to effectuate its initial business combination[124]. Trust Account and Securities - As of June 30, 2023, the Trust Account held marketable securities worth $32,365,352 and interest receivable of $131,605[149]. - Interest earned on marketable securities held in the Trust Account for the six months ended June 30, 2023, was $601,945, compared to $222,976 in 2022, reflecting a substantial increase[172]. - Approximately $31.7 million remained in the trust account after stockholder redemptions on March 24, 2023, which represented about 4.3% of the shares that were part of the Public Units sold in the Offering[133]. Offering and Financing - The Company completed the Offering of 23,000,000 Public Units at a price of $10.00 per unit, generating gross proceeds of $230,000,000[141]. - The Private Placement to the Sponsor generated aggregate gross proceeds of $7,950,000 from the sale of 795,000 Private Placement Units[142]. - Net proceeds from the Offering and Private Placement totaled $232,300,000, which were placed in the Trust Account[143]. - Transaction costs for the Offering amounted to $13,193,740, including $4,600,000 in underwriting fees and $9,200,000 in deferred underwriting fees[144]. Shareholder Activity - The company had previously redeemed 18,985,950 shares of common stock, representing approximately 82.5% of the shares from the Public Units sold in the Offering[130]. - For the three months ended June 30, 2023, net income attributable to common stock subject to possible redemption was $263,562, compared to $210,578 for the same period in 2022, representing a 25% increase[172]. - The basic and diluted net income per share for common stock subject to possible redemption was $0.09 for Q2 2023, up from $0.01 in Q2 2022[172]. - The weighted average common shares subject to possible redemption decreased from 23,000,000 in 2022 to 3,491,787 in 2023[172]. Expenses and Obligations - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[135]. - The Company has a monthly fee obligation of $30,000 to its Founder for office space and administrative services[164]. - Cash used in financing activities for the three months ended June 30, 2023, was $8,989,625, mainly for the redemption of public units[155]. - As of June 30, 2023, the Company had cash of $7,480 held outside the Trust Account[158]. Accounting and Reporting - The company has classified common stock subject to possible redemption as temporary equity, reflecting uncertain future events[173]. - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes recognized in other income (expense)[174]. - The Working Capital Note is recorded at fair value, with differences recognized as either an expense or capital contribution[176]. - The company does not anticipate any material effects from recently issued accounting pronouncements on its financial statements[177].
QT Imaging(QTI) - 2023 Q2 - Quarterly Report