IPO and Fundraising - The company completed its Initial Public Offering on November 22, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $16.3 million[12]. - A total of $276,000,000 from the IPO and private placement was placed in a U.S.-based trust account[14]. - The company has available funds for a business combination amounting to $267,615,000 after offering expenses of $725,000[44]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with its initial business combination[48]. - The company may seek to raise funds through equity-linked securities or loans to meet cash requirements for the initial business combination[75]. - The company entered into a convertible promissory note (2022 Note) allowing it to borrow up to an aggregate of $1,500,000 from the sponsor, with $300,000 outstanding as of December 31, 2022[180]. Business Strategy and Target Acquisition - The company aims to focus on acquiring premium consumer-facing brands that engage emotionally with millennial and Gen-Z consumers, targeting businesses with long-term growth prospects and robust recurring revenues[11]. - The company intends to identify target businesses with strong fundamentals, including visible recurring revenues and scalable growth, to enhance free cash flow characteristics[26]. - The company plans to structure its initial business combination to acquire 100% of the target's equity interests or assets, but may acquire less than 100% under certain conditions[32]. - The company intends to focus its search for initial business combinations on global high-growth consumer-facing brands, particularly those engaging with millennial and Gen-Z consumers[47]. - The management team has developed a network of relationships with business leaders to identify brands with strong customer engagement[18]. - The company anticipates that target business candidates will be introduced from various unaffiliated sources, including investment bankers and private investment funds[50]. Due Diligence and Evaluation - The company will conduct a due diligence review for prospective target businesses, including financial and operational assessments[28]. - The management's experience includes sourcing, structuring, and negotiating favorable transactions across multiple geographies[23]. - The company will conduct thorough due diligence, including meetings with management, document reviews, and financial assessments[55]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.07 billion or a market value exceeding $700 million[42]. - The company is also classified as a "smaller reporting company," allowing it to provide reduced disclosure obligations until it meets specific market value and revenue criteria[43]. - The company’s amended and restated memorandum and articles of association require shareholder approval for any amendments related to redemption rights[107]. - The company may face additional regulatory burdens if deemed an investment company under the Investment Company Act, which could hinder its ability to complete a business combination[198]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete its initial business combination[203]. Redemption and Shareholder Rights - The anticipated cash consideration for public shares upon redemption is expected to be $10.00 per share, based on the amount in the trust account[74]. - The company will provide public shareholders the opportunity to redeem shares upon completion of the initial business combination, either through a general meeting or a tender offer[76]. - Redemptions will be conducted without a shareholder vote unless required by law or chosen for business reasons, following SEC tender offer rules[77]. - The redemption offer will remain open for at least 20 business days, and the company cannot complete the business combination until the tender offer period expires[80]. - If shareholder approval is sought, a public shareholder can only redeem up to 15% of the shares sold in the Initial Public Offering without prior consent[87]. - If the initial business combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[93]. Risks and Challenges - The company may incur losses if the identification and evaluation of a target business do not lead to a successful business combination[56]. - There is a risk of lack of diversification as the company may depend entirely on the performance of a single business post-combination[58]. - The management team of the target business may not possess the necessary skills or experience to manage a public company[60]. - The company faces intense competition from established entities with greater resources, which may limit its ability to acquire sizable target businesses[111]. - Global economic conditions, including inflation and geopolitical tensions, may adversely affect the company's ability to consummate its initial business combination[130][133]. - The ongoing military conflict in Ukraine and resulting sanctions could lead to significant volatility in commodity prices and disruptions in capital markets[136]. - Recent inflation increases in the United States may complicate the completion of the initial business combination[137]. - The potential for increased cyberattacks against U.S. companies due to geopolitical tensions could pose additional risks[136]. Financial Health and Viability - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern" due to liquidity and mandatory liquidation concerns[132]. - The company is a blank check company with no operating history or revenues, making it difficult to evaluate its ability to achieve its business objectives[121]. - The company must complete its initial business combination by May 22, 2023, or it will cease operations and redeem public shares at approximately $10.00 per share[128]. - The company may not have sufficient funds available outside the trust account to operate for at least 18 months following the closing of the Initial Public Offering[180]. - The company may depend on loans from its sponsor or management team to fund its search for a business combination[124]. - If the trust account proceeds fall below $10.00 per public share due to creditor claims, the actual redemption price may be significantly less[102]. - The company has not set aside funds to cover potential indemnity obligations, which may further reduce the available funds in the trust account[188].
pan-Africa Corp(BLEUU) - 2022 Q4 - Annual Report