Financial Position - As of March 31, 2024, the Company had cash of $5,308 and a working capital deficit of $1,876,397[105]. - As of March 31, 2024, the Company borrowed a total of $240,112 in convertible promissory notes from related parties, up from $90,112 as of December 31, 2023[106]. - The Company borrowed $841,112 from the Chief Financial Officer in convertible promissory notes for working capital purposes, with no interest and repayable upon the consummation of the Business Combination[108]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of the reporting date[111]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[109]. Revenue and Income - For the three months ended March 31, 2024, the Company reported a net income of $357,077, down from $694,054 in the same period of 2023[101]. - The Company has not generated any revenues to date and will not do so until after completing a business combination[100]. Initial Public Offering and Financing - The Company raised gross proceeds of $73,928,550 from its initial public offering, with an additional $3,737,500 from a private placement[102]. - The Company incurred transaction costs of $3,898,030 related to the initial public offering, including $739,286 in upfront underwriting fees[104]. - The underwriter is entitled to a deferred fee of $2,587,499, which will be revised to $750,000 in cash and 200,000 shares upon the closing of the Business Combination[111]. Shareholder and Compliance Issues - The Company received a notice from Nasdaq regarding non-compliance with Listing Rule 5450(a)(2) due to insufficient total holders of its ordinary shares[92]. - A total of 1,440,891 ordinary shares were redeemed at a price of approximately $10.68 per share, totaling $15,385,924[87]. Trust Account and Extensions - The Company extended the Termination Date to August 12, 2024, by depositing $400,000 into the Trust Account[84]. - The Company has the right to extend the Combination Period four more times for an additional one month each time, from April 12, 2024, to August 12, 2024[90]. - The Company made eight tranches of deposits of $100,000, totaling $800,000, to the Trust Account from August 2023 to March 2024[90]. Accounting and Operations - There are no critical accounting estimates affecting the reported amounts of assets and liabilities as of March 31, 2024[112]. - Management does not anticipate any material effects from recently issued accounting pronouncements on the Company's financial statements[113]. - The Company has conducted no operations to date, resulting in no unaudited quarterly operating data included in the report[114]. Miscellaneous - The Chief Financial Officer paid $144,060 to third-party vendors on behalf of the Company for working capital purposes, which is due on demand[108]. - The Company borrowed $10,000 from the Sponsor on September 8, 2023, which is also convertible into units at the Sponsor's election[107].
Embrace Change Acquisition (EMCG) - 2024 Q1 - Quarterly Report