Financial Position - As of September 30, 2023, the company had approximately $12,000 in cash and a working capital deficit of approximately $391,000[116]. - The company has a convertible promissory note (the "2022 Note") allowing it to borrow up to $1,500,000 from the Sponsor, with approximately $774,000 outstanding as of September 30, 2023[118]. - The company incurred offering costs of approximately $16.3 million during its Initial Public Offering, including approximately $9.7 million for deferred underwriting commissions[110]. - As of September 30, 2023, the Company did not have any off-balance sheet arrangements[148]. Operational Performance - For the three months ended September 30, 2023, the company reported a net loss of approximately $55,000, with general and administrative expenses totaling approximately $246,000[122]. - The company has not engaged in any operations or generated any revenues to date, with all activities focused on preparation for the Initial Public Offering and searching for a prospective initial business combination[121]. - The company generated non-operating income from investment income in the trust account, which partially offset its general and administrative expenses[121]. - For the three months ended September 30, 2023, the Company incurred expenses of $25,000 under the Administrative Services Agreement, a decrease of 16.67% compared to $30,000 for the same period in 2022[132]. - For the nine months ended September 30, 2023, the Company incurred expenses of $85,000 under the Administrative Services Agreement, a decrease of 5.56% compared to $90,000 for the same period in 2022[132]. Business Combination and Future Plans - The company must complete a business combination before November 22, 2023, or it will cease operations and redeem public shares[115]. - The company has broad discretion regarding the application of net proceeds from its Initial Public Offering and Private Placement, primarily intended for consummating a business combination[113]. - The Company entered into Non-Redemption Agreements with ten unaffiliated third parties, resulting in a commitment not to redeem 1,500,000 ordinary shares, with an estimated fair value of $363,750 for the transferred 375,000 Founder Shares[141]. - The fair value of the Founder Shares was determined using a probability of a successful Business Combination of 9.98% and a volatility of 26.2%[141]. Financial Results - For the nine months ended September 30, 2023, the company achieved a net income of approximately $4.2 million, driven by a gain of approximately $5.2 million from investments held in the trust account[124]. - The company had a net income of approximately $964,000 for the three months ended September 30, 2022, primarily from a gain of approximately $1.2 million from investments held in the trust account[123]. Compliance and Controls - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[145]. - The Company’s disclosure controls and procedures were evaluated as effective by the principal executive officers as of September 30, 2023[152]. - There were no changes in internal control over financial reporting that materially affected the Company during the reporting period[153]. - The Company complies with accounting and disclosure requirements of FASB ASC Topic 260 for net (loss) income per ordinary share calculations[143]. - Diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023, due to anti-dilutive effects of warrants[144].
pan-Africa Corp(BLEUU) - 2023 Q3 - Quarterly Report