Business Combination and IPO - The company executed a Business Combination Agreement with Liminatus Pharma, LLC on November 30, 2022, intending to utilize cash from the IPO and private placement for the initial business combination [118]. - The IPO was completed on March 9, 2021, raising total gross proceeds of $276 million from the sale of 27,600,000 units at $10.00 per unit [118]. - The company extended the deadline to consummate a business combination to March 9, 2024, and subsequently to September 9, 2024, through various amendments [124][126]. - The company plans to seek stockholder approval to extend the deadline for completing the initial business combination beyond September 9, 2024, to December 31, 2024 [129]. - If the Company cannot complete a Business Combination by September 9, 2024, it will cease operations except for liquidation purposes [138]. Financial Performance - As of June 30, 2024, the company reported a net loss of $1,393,085 for the six months, primarily due to formation and offering costs of $1,363,836 [132]. - For the six months ended June 30, 2024, net cash used in operating activities was $1,591,612, reflecting the net loss and changes in operating assets and liabilities [134]. - The company has not generated any revenues to date and only incurs expenses related to being a public company and due diligence [130]. - The company reported a net cash provided by financing activities of $234,331 for the six months ended June 30, 2024, due to proceeds from a promissory note [136]. Working Capital and Going Concern - The company had $339,203 in its operating bank account as of June 30, 2024, with negative working capital of approximately $6,059,539 [133]. - The Company has incurred significant costs related to its acquisition plans, raising substantial doubt about its ability to continue as a going concern [137]. - The Company has a working capital deficit, which further raises concerns about its ability to continue as a going concern [138]. Valuation and Accounting - The fair value of Private Placement Warrants is determined using a Monte Carlo simulation model, which includes inputs such as expected stock price volatility and the probability of completing the Business Combination [140]. - The fair value of the derivative liability is assessed using a probability weighted expected return model, incorporating similar inputs as the Private Placement Warrants [142]. - Management does not anticipate that any recently issued accounting standards will materially affect the financial statements [143]. - The Company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [144]. Stockholder Actions - Stockholders redeemed 1,006,495 Public Shares at a redemption price of $10.29 per share, totaling an aggregate redemption amount of $10,358,754 [124].
Iris Acquisition p(IRAA) - 2024 Q2 - Quarterly Report