IPO and Fundraising - The company completed the sale of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000 from the IPO [124]. - An additional 2,250,000 Units were sold through the underwriters' over-allotment option, resulting in gross proceeds of $22,500,000, bringing total IPO and over-allotment gross proceeds to $172,500,000 [125]. - As of November 2, 2023, $175,950,000 from the IPO proceeds was placed in a Trust Account, invested only in U.S. government securities [126]. - 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 [127]. - The company completed the Sunorange Investment on May 8, 2023, with a minimum of $30 million remaining in the Trust Account after redemptions [128]. Shareholder Activity - Shareholders redeemed 12,626,668 Class A ordinary shares for approximately $10.50 per share, totaling a redemption value of approximately $132,616,922 [133]. - Following the Conversion, approximately 47.4% of the Class A ordinary shares are held by the Sponsor and certain designees of Sunorange [138]. Business Combinations - The company entered into a Business Combination Agreement with Scage, valuing the transaction at $1.0 billion upon closing [139]. - The company engaged a third-party consultant to identify potential targets for its Business Combination, agreeing to pay a contingent fee of 0.5% of the implied enterprise value [140]. - The company has until May 8, 2024, to complete a Business Combination, or it will commence automatic winding up and liquidation [164]. - The company engaged EarlyBirdCapital as an advisor for its initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of its IPO upon consummation [168]. Financial Performance - As of September 30, 2023, the company reported a net income of $6,069 for the three months ended, with $641,632 in interest income and $653,563 in formation and administrative expenses [153]. - For the nine months ended September 30, 2023, the company achieved a net income of $2,412,428, consisting of $3,894,122 in interest income offset by $1,481,694 in expenses [153]. - The company had cash outside the Trust Account of $867 as of September 30, 2023, with the remaining cash held in the Trust Account [156]. - The company utilized $243,312 in operating activities for the nine months ended September 30, 2023, primarily due to increases in accounts payable and accrued expenses [157]. Debt and Financial Obligations - The company issued an Extension Note of up to $1,200,000 to the Sponsor, with a monthly payment of $100,000 until the completion of an initial Business Combination [135]. - The company issued a Working Capital Note of up to $1,500,000 to Sunorange on November 8, 2023, related to advances made for working capital expenses [162]. - As of September 30, 2023, the company had no long-term debt or capital lease obligations [167]. Regulatory and Compliance Issues - The company received a deficiency notice from Nasdaq on October 9, 2023, for not meeting the minimum 400 total holders requirement [150]. Investment and Risk Management - The company liquidated investments in the Trust Account effective November 2, 2023, holding funds in an interest-bearing demand deposit account [165]. - As of September 30, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury obligations or money market funds [185]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future [186]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023 [178]. - 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 following the IPO [182]. - The company’s results of operations may be adversely affected by economic uncertainties, including inflation, interest rate increases, and geopolitical instability [183]. - The company’s accounting policies require significant judgments, and actual results could differ from estimates due to inherent uncertainties [171]. - The company’s Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value [172]. - The calculation of diluted income per ordinary share does not consider the effect of warrants issued in connection with the IPO, as their exercise is contingent upon future events [176].
Finnovate Acquisition Corp.(FNVTU) - 2023 Q3 - Quarterly Report