pan-Africa Corp(BLEUU) - 2023 Q1 - Quarterly Report

Financial Performance - As of March 31, 2023, the company reported a net income of approximately $2.8 million, driven by a gain of approximately $3.1 million from investments held in the trust account [117]. - For the three months ended March 31, 2022, the company experienced a net loss of approximately $320,000, primarily due to general and administrative expenses [118]. - The company incurred $30,000 in administrative expenses for the three months ended March 31, 2023, under an agreement with an affiliate of the Sponsor [124]. Cash and Capital Resources - The company had approximately $214,000 in cash and working capital of approximately $315,000 as of March 31, 2023 [111]. - The company has the ability to borrow up to an aggregate of approximately $726,000 remaining under the 2022 Note [111]. - The company entered into a convertible promissory note (the "2022 Note") allowing it to borrow up to $1.5 million from the Sponsor, with approximately $774,000 outstanding as of March 31, 2023 [123]. Initial Public Offering - The company raised gross proceeds of $276.0 million from its Initial Public Offering, incurring offering costs of approximately $16.3 million [105]. - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for the Initial Public Offering and searching for a prospective business combination [116]. Business Combination Requirements - The company must complete a business combination with a target having a fair market value of at least 80% of the net assets held in the trust account [108]. - If the company fails to complete a business combination by May 22, 2023, it will cease operations and redeem public shares at a price equal to the amount in the trust account [110]. Accounting and Financial Reporting - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [136]. - The company does not believe that any recently issued accounting standards would have a material effect on its financial statements [137]. - The calculation of diluted net income (loss) per ordinary share does not consider the effect of certain warrants, resulting in the same value as basic net income (loss) per share for the three months ended March 31, 2023 and 2022 [135]. Share Structure and Equity - The company has two classes of shares, Class A and Class B, with income and losses shared pro rata between them [134]. - Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value [131]. - Changes in the redemption value of Class A ordinary shares are recognized immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period [132]. - The company’s equity-classified contracts are initially measured at fair value, with subsequent changes in fair value not recognized as long as they remain classified in equity [129]. Risk Management - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks [127]. - As of March 31, 2023, the company did not have any off-balance sheet arrangements [139]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [140].