Financial Performance - The company reported net earnings of $1,067,000 for the three months ended March 31, 2023, compared to a net loss of $256,000 for the same period in 2022, indicating a significant turnaround [19][25]. - Basic and diluted earnings per Class A ordinary share for the period was $0.09, compared to a loss of $0.02 per share in the prior year [19]. - The Company recorded a net loss of $322,000 for the three months ended March 31, 2023, compared to a net loss of $268,000 for the same period in 2022 [60]. - The basic and diluted earnings per Class A ordinary share subject to possible redemption was $0.09 for the three months ended March 31, 2023 [60]. Assets and Liabilities - As of March 31, 2023, total current assets decreased to $311,000 from $518,000 as of December 31, 2022, representing a decline of approximately 40% [13][14]. - The company had total liabilities of $4,685,000 as of March 31, 2023, compared to $4,570,000 at the end of 2022, showing a slight increase of about 2.5% [16]. - The accumulated deficit increased to $4,374,000 as of March 31, 2023, from $4,052,000 at the end of 2022, indicating a rise of approximately 8% [17]. - Cash, cash equivalents, and cash held in a trust account at the end of the period totaled $132,400,000, up from $129,782,000 at the end of the same period last year, reflecting an increase of approximately 2% [26]. Initial Public Offering and Financing - The initial public offering raised a total of $126.5 million, with an additional $2.53 million invested by the sponsor to preserve a redemption value of $10.20 per share [33]. - The Company issued 12,650,000 units at an offering price of $10.00 per unit during its Initial Public Offering, with a total gross proceeds of $126,500,000 [47]. - The Company has broad discretion regarding the application of net proceeds from the public offering, primarily aimed at consummating an initial business combination [36]. - The Company drew down $250,000 from a $450,000 promissory note in May 2023 to finance operations and the extension of the business combination deadline [39][66]. Business Combination and Strategic Focus - The Company intends to focus its search for a business combination on Israeli technology-based life science businesses, indicating a strategic market focus [29]. - The Company extended the deadline for consummating an Initial Business Combination from May 2, 2023, to November 2, 2023, raising concerns about its ability to continue as a going concern [39]. - An extraordinary general meeting was held on April 20, 2023, where shareholders approved the Extension Amendment Proposal, extending the deadline for a business combination from May 2, 2023, to November 2, 2023 [69]. Shareholder Actions and Share Structure - Non-Redeeming Shareholders agreed not to redeem an aggregate of 2,000,000 Class A ordinary shares, with 2,464,528 Class A ordinary shares ultimately not redeemed, resulting in an additional 30,000 Class B ordinary shares due to them [70]. - A total of 10,185,471 Class A ordinary shares were redeemed during the Extension, leaving 2,464,529 Class A ordinary shares outstanding [72]. - As of March 31, 2023, the Company had 2,264,529 Class A ordinary shares outstanding after redeeming 10,185,471 shares [53]. - The Company has authorized up to 500,000,000 Class A ordinary shares, with 12,650,000 shares outstanding as of March 31, 2023 [52]. - Class B ordinary shares are convertible into Class A ordinary shares on a one-to-one basis, with 3,162,500 Class B shares outstanding as of March 31, 2023 [56]. - The Company has no Preference shares issued and outstanding as of March 31, 2023, from an authorized amount of 5,000,000 shares [57]. Trust Account and Investments - $106,733,855 was distributed from the Trust Account to shareholders who redeemed their shares [72]. - The net proceeds from the initial public offering are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk [91]. - The Sponsor and the Company committed to contribute up to $240,000 to the Trust Account, with $40,000 due on or before May 2, 2023, and subsequent monthly contributions until November 2, 2023 [73]. Underwriting and Commissions - The Company paid an underwriting commission of $2,530,000, which is 2.0% of the gross proceeds from the Public Offering [51]. - The Company will pay a Deferred Underwriting Compensation of 3.5% ($4,428 thousand) of the gross proceeds of the Public Offering upon completion of the initial Business Combination [67]. - Interest earned on marketable securities held in the trust account was $1,389,000 for the three months ended March 31, 2023, a substantial increase from $12,000 in the same period last year [19].
Cactus Acquisition Corp. 1 Ltd.(CCTSU) - 2023 Q1 - Quarterly Report