Financial Performance - For the six months ended June 30, 2024, the company had net income of $192,476, consisting of $969,442 in interest gained offset by $776,966 in operating expenses[143]. - The company had cash outside the Trust Account of $35,523 available for working capital needs as of June 30, 2024[146]. - The company used $496,221 in operating activities for the six months ended June 30, 2024, largely driven by interest earned on investments[146]. Business Combination and Agreements - The aggregate consideration to shareholders in the Scage Business Combination was reduced from $1,000,000,000 to $800,000,000[125]. - The company entered into the Scage Business Combination Agreement on August 21, 2023, which was unanimously approved by the Board of Directors[141]. - The Company entered into an Investment Agreement with Sunorange, which included the acquisition of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants[128]. Shareholder Actions - Shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $10.50 per share, totaling a redemption value of approximately $132,616,922 during the 2023 EGM[136]. - The 2024 EGM saw 7,997,433 Ordinary Shares present, representing approximately 88.02% of the total shares outstanding[133]. Regulatory and Compliance Matters - The Company received a notice from Nasdaq granting continued listing, contingent upon completing a Business Combination by November 4, 2024[127]. - The company has until November 4, 2024, to comply with the Minimum Public Holders Requirement as part of its Nasdaq listing conditions[126]. - The company has until November 8, 2024, to complete a Business Combination, or it will commence automatic liquidation[154]. - The SEC adopted new rules for SPACs effective July 1, 2024, which may materially affect the Company's ability to negotiate and complete its initial Business Combination[123]. Debt and Financing - The May 2024 Promissory Note issued to the Sponsor has an aggregate principal amount of up to $225,000, with $37,500 monthly payments until the completion of an initial Business Combination[135]. - The company issued the November 2023 Promissory Note for up to $1,500,000, with $974,210 outstanding as of June 30, 2024[150]. - As of June 30, 2024, the outstanding balance of the June 2023 Promissory Note was $800,000, with no interest accrued[138]. - The company had no outstanding borrowings under the Working Capital Loan as of June 30, 2024[149]. Trust Account and Proceeds - As of June 30, 2024, $25,736,479 of the Initial Public Offering proceeds were held in the Trust Account[147]. - As of June 30, 2024, a total of $1,275,000 has been deposited into the Trust Account to support the 2023 and 2024 Extensions[131]. - The Company completed the sale of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000 from the Initial Public Offering[121]. Accounting Standards and Reporting - The company adopted ASU 2020-06 on January 1, 2024, with no material impact on its financial position, results of operations, or cash flows[168]. - ASU 2022-03, adopted on January 1, 2024, clarifies that contractual sales restrictions are not considered in measuring equity securities at fair value[169]. - ASU 2023-09, effective for annual periods beginning after December 15, 2024, will enhance transparency in income tax disclosures, and the company is currently evaluating its impact[170]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[171]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[173]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[174]. Miscellaneous - The calculation of diluted income (loss) per Ordinary Share does not consider the effect of Warrants issued in connection with the Initial Public Offering, as their exercise is contingent upon future events[167]. - The company had no off-balance sheet arrangements as of June 30, 2024[155].
Finnovate Acquisition (FNVT) - 2024 Q2 - Quarterly Report