Business Combination and Acquisition Plans - The Company entered into a business combination agreement with QT Imaging, a medical device company, on December 8, 2022[120]. - The Company extended the deadline for completing the initial business combination to December 31, 2023, with stockholder approval[128]. - The Company expects to incur significant costs in pursuing its acquisition plans, with no assurance of success[127]. - The Company conducted thorough due diligence on QT Imaging, including meetings with management and financial reviews[132]. - The Company plans to utilize cash from the sale of Public and Private Placement Units, common stock, and debt for the initial business combination[123]. - QT Imaging raised a private secured convertible bridge financing of $1,000,000, which can convert into 500,000 shares of the Combined Company upon completion of the Business Combination[138]. - The company may need additional financing to consummate its initial business combination or to redeem a significant number of Public Shares, which could involve issuing additional securities or incurring debt[161]. - If the company cannot complete its initial business combination by December 31, 2023, it will cease operations, redeem Public Shares, and liquidate its net assets[163]. Financial Performance and Position - For the nine months ended September 30, 2023, the company reported a net loss of $3,452,775, with operating expenses totaling $4,183,662[141]. - As of September 30, 2023, the company held marketable securities amounting to $22,870,730 in the Trust Account, with interest receivable of $138,045[152]. - Cash used in operating activities for the nine months ended September 30, 2023 was $1,323,328, primarily due to a net loss of $3,452,775[153]. - Cash provided by investing activities for the nine months ended September 30, 2023 was $19,919,611, consisting of cash withdrawn from the Trust Account[156]. - Cash used in financing activities for the nine months ended September 30, 2023 was $18,552,625, mainly for the redemption of public units totaling $20,277,625[157]. - The net loss for the three months ended September 30, 2023, was $563,540, compared to a net loss of $395,766 for the same period in 2022[173]. - The net loss attributable to non-redeemable common stock for the nine months ended September 30, 2023, was $4,351,948, compared to $2,304,016 for the same period in 2022[173]. - The company has no long-term debt or capital lease obligations as of September 30, 2023, except for a monthly fee of $30,000 to its Founder for services[165]. Shareholder Activity and Trust Account - Approximately 82.5% of the shares from the Public Units were redeemed, resulting in $192,138,312 withdrawn from the trust account on September 27, 2022[131]. - As of September 30, 2023, approximately $22.9 million remained in the Trust Account after recent redemptions[136]. - The stockholders redeemed 904,023 shares, approximately 3.9% of the Public Units, leading to a beneficial ownership of 75.6% by the Founder and management team[136]. - As of September 30, 2023, the company had cash of $121,854,000 held outside the Trust Account, an increase from $78,196,000 as of December 31, 2022[160]. - The company obtained working capital loans from the Sponsor to ensure sufficient funds for operations until at least December 31, 2023, assuming a business combination occurs[160]. Operational and Regulatory Considerations - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[139]. - The company has not generated any operating revenues to date and does not expect to do so until after the initial business combination[139]. - The company intends to use funds in the Trust Account for the initial business combination and for working capital to finance operations of the target business[159]. - Transaction costs for the Offering amounted to $13,193,740, including $4,600,000 in underwriting fees[149]. - The company has not entered into any off-balance sheet financing arrangements as of September 30, 2023[164]. Management and Growth Strategy - The management team plans to apply a "Mentor-Investor" philosophy to accelerate QT Imaging's growth and development[122]. - The company accounts for warrants not indexed to its own stock as liabilities at fair value, with changes recognized as other income or expense[175]. - The company issued a non-convertible, non-interest bearing promissory note totaling $1,560,000 as of September 30, 2023, to fund extensions for the business combination[134].
QT Imaging(QTI) - 2023 Q3 - Quarterly Report