Financial Position - As of December 31, 2023, the company had $78,000 in cash and a working capital deficit of $468,000[103]. - As of June 30, 2024, the Company had a working capital deficit of $546,000, with only $35,000 available in its operating bank account[130]. - The company has not engaged in any revenue-generating operations to date and has incurred increased expenses related to being a public company[129]. - The company has not secured additional funding despite seeking loans from third parties to cover operational costs leading up to the initial business combination[142]. - As of December 31, 2023, the company had no off-balance sheet arrangements or commitments for capital expenditures[144]. Shareholder Transactions - On May 1, 2023, $106,733,855 was distributed from the trust account to shareholders who redeemed their shares, resulting in 2,464,529 publicly-held Class A ordinary shares outstanding[103]. - During the second extension meeting on November 10, 2023, $3,813,082 was distributed from the trust account to shareholders who redeemed their shares, leaving 5,074,870 Class A ordinary shares outstanding[105]. - 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 to ARWM Pte Limited[121]. - The company may need to secure third-party financing for a business combination due to significant shareholder redemptions[143]. Compliance and Regulatory Matters - 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[112]. - The company regained compliance with the MVLS Rule on February 15, 2024, after closing at $50 million or more for ten consecutive business days[114]. - The company submitted a plan to regain compliance with the Minimum Total Holders Rule by October 23, 2023, and was granted an extension until March 11, 2024[116]. - 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[126]. Business Operations and Future Plans - The company plans to seek further extensions of the combination period, which would require shareholder approval and may impact the trust account and capitalization[109]. - The Company has entered into non-binding heads of agreement with Tembo e-LV B.V. regarding a potential business combination transaction, with extensions granted until August 31, 2024[125]. - The company has committed to using substantially all funds in its trust account for the initial business combination, with remaining proceeds allocated for working capital[139]. - If the Company does not complete its initial business combination by the Maturity Date, it may be forced to liquidate its trust account, raising substantial doubt about its ability to continue as a going concern[142]. Management Changes - A change in management occurred on February 23, 2024, with the resignation of the CEO and CFO, and new board members appointed[118]. Financing and Investment - 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[122]. - The Company has advanced $151,000 under the promissory note issued to ARWM Inc Pte. Ltd. during May and June 2024[138]. - 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[147]. - There is no assurance that financing for the business combination will be available on acceptable terms[143]. Risk Factors - Due to the short-term nature of investments, the company believes there will be no material exposure to interest rate risk[147]. - The company does not participate in transactions that create relationships with unconsolidated entities or financial partnerships[144]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[144].
Cactus Acquisition Corp. 1 Ltd.(CCTSU) - 2024 Q2 - Quarterly Report