IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit, with offering costs of approximately $13.75 million[20]. - An additional 3,250,000 units were sold under the over-allotment option, generating approximately $32.5 million in gross proceeds[20]. - The private placement of 800,000 units at $10.00 per unit generated gross proceeds of $8.0 million, with an additional 65,000 units sold for $650,000[21]. - Approximately $250.0 million of the net proceeds from the IPO and certain private placement proceeds were placed in a trust account, to be invested in U.S. government securities[22]. - The company has $272,612,500 available from the public offering and private placement units to complete its initial business combination[149]. Business Combination Requirements - The company must complete one or more initial business combinations with an aggregate fair market value of at least 80% of the net assets held in the trust account[24]. - If the company fails to complete a business combination within the specified period, it will redeem public shares at a price equal to the amount in the trust account divided by the number of outstanding public shares[25]. - The company is obligated to complete its initial business combination within 24 months from the closing of the public offering, which may limit negotiation leverage with prospective partner businesses[101]. - The company requires 8,975,001 public shares, or 35.9% of the 25,000,000 public shares sold, to be voted in favor of the initial business combination for approval[56]. - If the initial business combination is not completed within 24 months from the closing of the public offering, public shareholders may receive approximately $10.00 per share upon liquidation[161]. Redemption Rights and Procedures - Shareholders may redeem their public shares upon completion of the initial business combination at a per-share price equal to the aggregate amount in the Trust Account, calculated two business days prior to the consummation[50]. - Public shareholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the scheduled vote on the business combination[62]. - The transfer agent typically charges a fee of approximately $80.00 for the tendering process, which may be passed on to the redeeming holder at the broker's discretion[63]. - The company will not proceed with redemptions if the business combination does not close, even if a public shareholder has elected to redeem their shares[50]. - If the Trust Account funds are reduced below $10.00 per public share due to creditor claims, the actual redemption amount may be less than anticipated[75][78]. Financial and Operational Risks - The company has identified a material weakness in internal control over financial reporting, which could affect investor confidence and financial results[92]. - The company may face challenges in raising equity and debt financing due to market volatility and decreased liquidity caused by COVID-19 and other events[106]. - The company may incur substantial costs in investigating potential partner businesses, which would not be recoverable if a business combination is not completed[134]. - The company may face bankruptcy claims that could reduce the per-share amount received by shareholders during liquidation, potentially lowering it below $10.00 per public share[120]. - The company may not be able to complete an initial business combination within 24 months after the public offering, potentially leading to a redemption of public shares at approximately $10.00 per share[108]. Management and Governance - The company has not yet selected a prospective partner for a business combination and has not initiated substantive discussions with any candidates[28]. - The management team will conduct extensive due diligence on prospective partner businesses, including meetings with management and document reviews[34]. - The company may not hold a shareholder vote for its initial business combination if not required by law, which could lead to combinations without majority shareholder support[88]. - The company may face conflicts of interest due to relationships with affiliated entities during the business combination process[141]. - The company has not adopted a policy to prohibit its directors and officers from having financial interests in transactions, potentially leading to conflicts of interest[197]. Shareholder Considerations - The company will provide public shareholders with the opportunity to redeem their shares regardless of their voting decision on the proposed business combination[50]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for business combinations, potentially leading to unsuccessful transactions[97]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a majority of shareholders do not agree with[154]. - Shareholders may be held liable for claims against the company to the extent of distributions received upon redemption of their shares[127]. - The company may not provide cash distributions to shareholders for tax liabilities arising from the initial business combination, potentially requiring shareholders to use personal funds[168]. Market and Competitive Environment - The company anticipates sourcing prospective partner businesses from various unaffiliated sources, including investment firms and private equity groups[31]. - The company expects to encounter intense competition from other entities with similar business objectives, which may limit its ability to acquire sizable prospective partner businesses[113]. - The company may face intense competition from other entities in identifying and selecting prospective partner businesses[80]. - The ability of public shareholders to redeem shares for cash may deter potential business combination partners[97]. - The market for directors and officers liability insurance has become less favorable, potentially increasing costs and complicating the negotiation of initial business combinations[178]. Legal and Regulatory Compliance - The company is required to file regular reports with the SEC, ensuring transparency and compliance with regulatory requirements[84]. - If deemed an investment company under the Investment Company Act, the company may encounter burdensome compliance requirements that could hinder its ability to complete initial business combinations[121]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete initial business combinations[125]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition due to the need for adequate internal controls[167]. - The provisions of the amended and restated memorandum and articles of association can be amended with a shareholder vote[218].
Plum Acquisition(PLMJ) - 2021 Q4 - Annual Report