Mobix Labs(MOBX) - 2023 Q1 - Quarterly Report

Company Operations and Financial Status - The Company has not engaged in any operations or generated any revenue to date, functioning as a "shell company" with nominal assets primarily in cash [121]. - As of March 31, 2023, the Trust Account held $9,092,522 in investments and cash, with an additional $105,038 in cash available for working capital [128]. - For the three months ended March 31, 2023, the company reported a net loss of approximately $312,000, driven by operating costs of approximately $462,000 [138]. - As of March 31, 2023, the company had $9,092,522 in investments and cash held in the Trust Account, with a working capital deficiency of $1,435,314 [140]. - The company anticipates that cash held outside of the Trust Account will not be sufficient to operate for at least the next 12 months if a business combination is not completed [143]. - The company has incurred significant costs in pursuit of its acquisition plans, raising substantial doubt about its ability to continue as a going concern [143]. - The company does not have any long-term debt or capital lease obligations, other than the Working Capital Loans described [155]. IPO and Funding - The Company completed its IPO on July 22, 2021, raising gross proceeds of $80 million from the sale of 8 million units at $10.00 per unit [122]. - The company has incurred $1,693,616 in expenses related to the IPO, with the remaining net proceeds deposited into the Trust Account earning interest [127]. - The company issued unsecured convertible promissory notes totaling $1,150,000 to the Sponsor for Working Capital Loans [151]. Proposed Transactions and Acquisitions - The Proposed Mobix Labs Transaction, announced on November 15, 2022, involves a merger with Mobix Labs, with the combined entity expected to be named Mobix Labs, Inc. [130]. - A PIPE investment agreement is part of the Proposed Mobix Labs Transaction, involving the private placement of 3 million shares of Class A Common Stock at $10.00 per share, totaling $30 million [131]. - The Company has evaluated over 80 potential acquisition targets and submitted eight non-binding indications of interest or letters of intent [136]. - The company plans to use funds in the Trust Account to complete its initial business combination and may withdraw interest to pay taxes [141]. - The company has extended the deadline for consummating an initial business combination to July 22, 2023, following shareholder approvals [149]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq on March 23, 2023, regarding non-compliance with the minimum Market Value of Listed Securities requirement of $35 million [133]. - The deadline to regain compliance with Nasdaq's MVLS Rule is September 19, 2023, after which the Company may face delisting [135]. - As of March 31, 2023, the company had drawn down $962,000 of Working Capital Loans under promissory notes, with an additional $188,000 available [154].