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[21]. - An additional 3,250,000 units were sold under the over-allotment option, generating approximately $32.5 million in gross proceeds[21]. - The private placement of 800,000 units at $10.00 per unit generated gross proceeds of $8.0 million, and an additional 65,000 units raised $650,000[22]. - 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[23]. - The company has $272,612,500 in net proceeds from the public offering and private placement units available for initial business combination[148]. 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[25]. - If a business combination is not completed within 24 months from the IPO, the company will redeem public shares at a price equal to the amount in the trust account, minus certain expenses[26]. - The company must consummate an initial business combination within 24 months from the closing of the public offering, which may limit negotiation leverage with prospective partner businesses[100]. - The company may not hold a shareholder vote for the initial business combination if not required by law, potentially allowing completion without majority shareholder support[91]. - The company must maintain net tangible assets of at least $5,000,001 to avoid being classified as a "penny stock" under SEC rules[96]. Redemption Rights and Procedures - Public shareholders will have the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the Trust Account, calculated two business days prior to the business combination[51]. - The company will not redeem public shares if the business combination does not close, even if a shareholder has elected to redeem[51]. - Shareholders can withdraw their redemption requests up to two business days before the scheduled vote on the business combination[66]. - 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[63]. - If the initial business combination is not completed within 24 months from the public offering, the company will redeem public shares at a per-share price equal to the amount in the Trust Account, which could be less than $10.00[70]. Financial Condition and Risks - As of December 31, 2022, the company had $726,869 in cash held outside of the Trust Account and a working capital deficit of $347,748, which may not be sufficient for operations for at least the next 12 months[88]. - The company may face challenges in completing a business combination due to the impact of COVID-19 and other unforeseen events on financial markets and business operations[101]. - The company may depend on loans from its sponsor or affiliates to fund its search for a prospective partner business if net proceeds are insufficient[116]. - 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[122]. - The company may face significant tax obligations in multiple jurisdictions if the business combination involves operations outside the United States, increasing complexity and risk[169]. Management and Operational Challenges - The management team will conduct extensive due diligence on prospective partner businesses, including meetings with management and reviews of financial information[35]. - Key personnel of an acquisition candidate may resign after the initial business combination, negatively affecting operations and profitability[174]. - The unexpected loss of key personnel could adversely affect the company's ability to operate and achieve profitability post-combination[188]. - Conflicts of interest may arise as executive officers and directors allocate their time between various business activities, potentially hindering the completion of the initial business combination[194]. - The company may seek complex acquisition opportunities that require significant operational improvements, which could delay achieving desired results[181]. Shareholder Influence and Rights - A total of 8,975,001 public shares, or 35.9% of the 25,000,000 public shares sold in the public offering, must be voted in favor of the initial business combination for approval[57]. - The sponsor owns 20% of the outstanding ordinary shares, which may influence the likelihood of receiving requisite shareholder approval for business combinations[95]. - Initial shareholders will own 20% of the issued and outstanding ordinary shares upon closing of the public offering, potentially exerting substantial influence over shareholder votes[163]. - The company has authorized the issuance of up to 200 million Class A ordinary shares, with 170,885,000 available for issuance, which could dilute shareholder interests[215]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could further dilute existing shareholders[216]. Regulatory and Compliance Issues - The company must ensure that investment securities do not constitute more than 40% of its assets to avoid being classified as an investment company[124]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete initial business combinations[128]. - The SEC's proposed rules may materially impact the company's ability to complete initial business combinations and increase associated costs[129]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the prospective partner business is not compliant[167]. - The company is not required to obtain an independent valuation opinion for the price paid in business combinations, relying instead on its board's judgment[135]. Warrant and Shareholder Rights - The company may amend the terms of the public warrants with the approval of at least 50% of the then-outstanding public warrants[219]. - The company can redeem unexpired warrants prior to their exercise, potentially making them worthless[219]. - The existence of registration rights for initial shareholders may complicate the completion of the initial business combination and adversely affect the market price of Class A ordinary shares[214]. - If the Class A ordinary shares are not registered, warrant holders may only exercise their warrants on a cashless basis, resulting in fewer shares received[210]. - The terms of private placement warrants may also be amended with the approval of 50% of the then outstanding private placement warrants[219].
Plum Acquisition(PLMJ) - 2022 Q4 - Annual Report