Financial Performance - Net earnings for the three months ended September 30, 2023, were $147,000, compared to $403,000 for the same period in 2022, a decrease of 63.5%[15]. - Net earnings for the nine months ended September 30, 2023, were $1.434 million, compared to $114 thousand for the same period in 2022, representing a significant increase[19]. - For the three months ended September 30, 2023, the net loss was $169 thousand, compared to a net loss of $184 thousand for the same period in 2022[71]. - Basic and diluted earnings per Class A ordinary share for the three months ended September 30, 2023, were $0.16, compared to $0.03 for the same period in 2022, an increase of 433.3%[15]. - The basic and diluted earnings per Class A ordinary share subject to possible redemption for the three months ended September 30, 2023, was $0.16, compared to $0.03 for the same period in 2022[71]. Assets and Liabilities - Total current assets decreased from $518,000 in December 2022 to $54,000 in September 2023, a decline of approximately 90.6%[13]. - Cash held in trust account decreased significantly from $130,893,000 in December 2022 to $24,597,000 in September 2023, representing an 81.2% reduction[13]. - The total liabilities increased from $4,570,000 in December 2022 to $5,277,000 in September 2023, an increase of 15.4%[13]. - The accumulated deficit increased from $(4,052,000) in December 2022 to $(5,223,000) in September 2023, reflecting a worsening of 28.9%[13]. - The total capital deficiency increased from $(4,052,000) in December 2022 to $(5,223,000) in September 2023, indicating a decline of 28.9%[13]. Shareholder Activity - The weighted average of Class A ordinary shares subject to possible redemption decreased from 12,650,000 in September 2022 to 2,260,351 in September 2023, a reduction of approximately 82.1%[15]. - The Company redeemed $108.901 million of Class A Ordinary shares during the nine months ended September 30, 2023[19]. - A total of 10,185,471 Class A ordinary shares were redeemed in connection with the First Extension, leaving 2,464,529 shares outstanding[41]. - Following the Second Extension Meeting, 347,980 Class A ordinary shares were redeemed, resulting in 5,074,870 Class A ordinary shares outstanding[82]. - As of September 30, 2023, the Company had 2,260,351 Class A ordinary shares outstanding after redemptions of 10,389,649 shares from the initial offering of 12,650,000 shares[63]. Funding and Financing - The Company raised a total of $126.5 million from its Public Offering, with $129.03 million placed in the Trust Account[26]. - The Company plans to finance its initial Business Combination with net proceeds from the Public Offering and Private Placement[26]. - The Company has drawn down $450 thousand from a promissory note with the Sponsor to finance operations and extensions[33]. - The Company signed a convertible promissory note for up to $120 thousand from the Sponsor, received in November 2023[33]. - The Sponsor agreed to contribute up to $229,485 to the Company's Trust Account over the twelve-month Second Extension period, based on the number of publicly-held Class A ordinary shares[87]. Compliance and Regulatory Matters - The Company received a Nasdaq deficiency notice on June 29, 2023, for not meeting the $50 million market value requirement, with a compliance deadline of December 26, 2023[47][48]. - The Company submitted a plan to regain compliance with the Minimum Total Holders Rule by the October 23, 2023 deadline, receiving an extension until March 6, 2024[51]. - The Company is monitoring compliance with the Minimum Total Holders Rule, with an extension granted until March 6, 2024[80]. Operational Expenses - Operating expenses for the three months ended September 30, 2023, were $169,000, slightly down from $184,000 in the same period of 2022, a decrease of 8.2%[15]. - The Company paid an underwriting commission of $2,530 thousand, which is 2.0% of the gross proceeds from the Public Offering[60]. - The Company has a Deferred Underwriting Compensation of 3.5% ($4,428 thousand) of the gross proceeds from the Public Offering, payable upon completion of the initial Business Combination[78]. Market Conditions - The current armed conflict in Israel and the Gaza Strip could materially impact the Company's ability to find and procure funding for a business combination with an Israeli-based company[79]. Miscellaneous - The Company has invested net proceeds from its IPO in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[90]. - The Sponsor converted 3,162,499 Class B ordinary shares into Class A ordinary shares on October 24, 2023, leaving only one Class B ordinary share outstanding[67]. - The Company signed an Administrative Services Agreement with the Sponsor, paying a fixed $10 thousand per month for administrative expenses[74]. - A convertible promissory note was signed on March 16, 2022, allowing the Company to borrow up to $450 thousand from the Sponsor, with $250 thousand drawn in May 2023 and the remaining $200 thousand funded in August 2023[75][76]. - A new convertible promissory note was issued on November 8, 2023, allowing the Company to borrow up to $120 thousand from the Sponsor, with the full amount received on November 13, 2023[88][89].
Cactus Acquisition Corp. 1 Ltd.(CCTSU) - 2023 Q3 - Quarterly Report