Financial Position - As of December 31, 2023, the company had $78,000 in cash and a working capital deficit of $468,000[91]. - As of June 30, 2024, the Company had $35,000 in its operating bank account and a working capital deficit of $546,000[111]. - The Company has not engaged in any revenue-generating operations to date and has incurred increased expenses related to being a public company[110]. - A significant percentage of public shareholders have elected to redeem their shares, impacting cash resources and necessitating third-party financing for a potential business combination[120]. - The net proceeds from the initial public offering and private warrants are invested in U.S. government treasury bills with a maturity of 185 days or less, minimizing exposure to interest rate risk[123]. Shareholder Actions - On May 1, 2023, $106,733,855 was distributed from the trust account to shareholders who redeemed their shares, following the redemption of 10,185,471 Class A ordinary shares[91]. - During the second extension meeting on November 2, 2023, a total of 347,980 Class A ordinary shares were redeemed, resulting in 5,074,870 Class A ordinary shares outstanding[93]. - The company converted 3,162,499 founders' shares from Class B to Class A ordinary shares, leaving only 1 Class B ordinary share outstanding[97]. - The Company entered into a Second Purchase Agreement, transferring 2,360,000 Founders' Shares, representing 46.50% of the outstanding Class A Ordinary Shares, and 100% of the Class B Ordinary Shares[104]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on June 29, 2023, indicating non-compliance with the MVLS Rule, requiring a minimum MVLS of $50 million for continued listing[98]. - The company was granted an extension until March 11, 2024, to regain compliance with the Minimum Total Holders Rule, which requires at least 400 total holders[99]. - The Company received a notice from Nasdaq indicating non-compliance with the MVPHS Rule, requiring a minimum Market Value of Publicly Held Shares of $15,000,000, with a compliance deadline of November 4, 2024[108]. Financial Commitments and Loans - The company committed to contribute up to $240,000 to the trust account, with monthly contributions expected to amount to approximately $19,124, totaling up to $229,485 over the second extension period[95]. - The Company has committed to funding up to $450,000 for transaction costs related to the potential initial business combination, with the full amount received in March 2023[112]. - The Company issued an unsecured promissory note to ARWM Inc Pte. Ltd. with a principal amount of up to $500,000, repayable by November 1, 2024, or upon the consummation of the initial business combination[105]. - The Company has advanced $151,000 under the promissory note issued to ARWM Inc Pte. Ltd. during May and June 2024[106]. - The Company has a convertible promissory note with a principal amount of $330,000 from the original sponsor, of which $290,000 was funded in February 2024[113]. - The Company is seeking additional loans to cover operational costs prior to the initial business combination, with only approximately $35,000 available outside the trust account[119]. - If the Company does not complete the initial business combination due to insufficient funds, it may be forced to liquidate its trust account within 12 months[119]. Management Changes - Following the second sponsor alliance, significant management changes occurred, including the resignation of the CEO and CFO, and the appointment of new board members[101].
Cactus Acquisition 1 (CCTS) - 2024 Q2 - Quarterly Report