IPO and Trust Account - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200 million[124]. - Following the IPO, the total amount deposited into the Trust Account reached $212,404,880 after the partial exercise of the Over-Allotment Option[129]. - Public Shareholders redeemed approximately $169.1 million (approximately $10.54 per share) from the Trust Account during the 2023 EGM[143]. - Approximately $29.6 million was removed from the Trust Account due to redemptions by public shareholders, equating to about $10.92 per share[147]. - The Class A Ordinary Shares are recorded at a redemption value of $10.90 per share as of June 30, 2024[133]. - Ordinary Shares subject to possible redemption are classified as temporary equity, measured at fair value[181]. Business Combination and Liquidation - The company has until December 19, 2024, to complete its initial Business Combination, or it will proceed to liquidation[137]. - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 at the time of closing[131]. - The company has until December 19, 2024, or April 19, 2025, to consummate a Business Combination, raising concerns about its ability to continue as a going concern[159]. - The SEC's 2024 SPAC Rules, effective July 1, 2024, may materially affect the company's ability to negotiate and complete its initial Business Combination[139]. - The company expects to incur significant costs in pursuit of its initial Business Combination[138]. Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $475,460, which included a loss from operations of $546,106[150]. - For the six months ended June 30, 2024, the company reported a net income of $362,270, with a loss from operations of $783,802[150]. - The company generated interest income of $639,184 from cash held in the Trust Account for the three months ended June 30, 2024[150]. - As of June 30, 2024, the company held cash of $90,286 and current liabilities of $1,195,068[138]. - As of June 30, 2024, the company had a working capital deficit of $1,064,846 and $90,286 in its operating bank account[154]. Sponsor and Shareholder Agreements - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor during the Sponsor Handover[141]. - The company entered into 2024 Non-Redemption Agreements, securing commitments from investors not to redeem 2,475,000 Public Shares[145]. - Non-Redemption Agreements secured commitments from investors not to redeem 4,998,734 Public Shares for the 2023 EGM vote, in exchange for 749,810 Founder Shares[171]. - The company converted 2,600,000 Founder Shares into Class A Ordinary Shares and waived rights to funds from the Trust Account related to these shares[148]. Investments and Valuations - The company has drawn $750,000 under the Polar Capital Investment, which is valued at $136,364 as of June 30, 2024[156]. - Polar Subscription Agreement allows for funding up to $1,500,000, with $750,000 drawn as of June 30, 2024, valued at $136,364[168]. - The fair value of the 749,810 Class B Ordinary Shares is estimated at $3,444,008, or $4.59 per share, as of October 19, 2023[172]. Accounting and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[174]. - The company has not identified any critical accounting estimates that could significantly affect reported amounts[172]. - The company does not have any critical accounting estimates that could significantly affect reported amounts[172]. - Warrants are assessed for classification as equity or liability based on specific terms, with changes in fair value recognized as non-cash gains or losses[179]. - The company has waived rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed[169]. - The company will repay Polar Capital Investment upon closing of an initial Business Combination, either in cash or Class A Ordinary Shares[168].
pass Digital Acquisition (CDAQ) - 2024 Q2 - Quarterly Report