IPO and Shareholder Redemptions - 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[11]. - Following the First Extension Meeting, holders of 26,015,981 Class A ordinary shares redeemed their shares for cash at a price of approximately $10.29 per share, totaling an aggregate redemption amount of approximately $267.8 million[17]. - After the Second Extension Meeting, holders of 928,553 Class A ordinary shares redeemed their shares for cash at a price of approximately $10.74 per share, resulting in an aggregate redemption amount of approximately $9.97 million[21]. - The trust account currently holds $7,145,918.79, with an anticipated redemption price of $10.00 per public share[87]. - If the cash consideration for redemptions exceeds available cash, the initial business combination will not be completed, and shares will be returned to holders[88]. - Public shareholders can redeem shares either through a general meeting or a tender offer, with the redemption offer remaining open for at least 20 business days[91]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the Initial Public Offering without prior consent, to prevent large block accumulations[99]. - The company has agreed that its initial shareholders will not receive liquidating distributions from the trust account if the initial business combination is not completed within the 18-month period[108]. - The company intends to return any certificates delivered by public shareholders who elected to redeem their shares if the proposed business combination is not approved[105]. - The company will require public shareholders to submit a written request for redemption two business days prior to the scheduled vote on the business combination[104]. - If the initial business combination is not completed within the required timeframe, public shareholders may only receive approximately $10.00 per share upon liquidation[132]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination, which could prevent the transaction from proceeding[159]. - The company has only 3,765,496 public shares outstanding as of April 4, 2024, following significant redemptions, which may affect its ability to complete a desirable business combination[152]. Business Combination Plans - The company has extended the Termination Date for business combinations from August 22, 2023, to February 22, 2024, with the possibility of monthly extensions[15][18]. - The company aims to focus on acquiring premium consumer-facing brands that resonate with millennial and Gen-Z consumers, emphasizing long-term growth prospects and sustainable operating margins[10][25]. - The initial business combination must involve a target business with a fair market value equal to at least 80% of the net assets held in the trust account[40]. - The company intends to structure the initial business combination to acquire 100% of the target business's equity interests or assets, but may acquire less than 100% under certain conditions[41]. - The company may pursue initial business combinations with affiliated companies, provided an independent opinion on fairness is obtained[45]. - The company anticipates that the target business will gain greater access to capital and management incentives once the business combination is completed[51]. - The company is focused on identifying businesses with strong fundamentals, including visible recurring revenues and scalable growth, to enhance shareholder value post-acquisition[34]. - The management team has developed a network of relationships with business leaders to identify brands with strong emotional connections to their customers, which can lead to high barriers to entry and robust recurring revenues[27]. - The company may seek to raise additional funds through private offerings of debt or equity securities to complete its initial business combination, especially if the cash portion of the purchase price exceeds the amounts available from the trust account[59]. - The company may engage finders to identify target businesses, with fees typically tied to the completion of a transaction[61]. - The company will conduct thorough due diligence on prospective target businesses, including meetings with management and reviews of financial information[66]. - The company may face conflicts of interest due to management's obligations to other entities, which could affect the pursuit of business combination opportunities[42]. - The company may not diversify its operations post-initial business combination, which could expose it to economic, competitive, and regulatory risks[68]. Financial Position and Concerns - The company has $7,145,918.79 available for a business combination as of April 4, 2024, providing options for liquidity events, capital for growth, or debt reduction[54]. - The company has not secured third-party financing for the initial business combination, which may affect its options[54]. - The company has expressed substantial doubt about its ability to continue as a going concern, indicating a need for additional funds to complete any business combination before the deadline[143]. - The company is dependent on the 2022 Note and may need to rely on loans from its sponsor or management team to fund operations and complete the initial business combination[192]. - The company has incurred significant costs in pursuit of its acquisition plans since the completion of its Initial Public Offering[190]. - The company may face challenges in raising additional financing from unaffiliated parties necessary to fund its expenses[190]. - The company is subject to various laws and regulations that may adversely affect its ability to negotiate and complete its initial business combination[207]. - The proceeds in the trust account may be reduced below $10.00 per share due to third-party claims against the company[195]. - The company currently has four executive officers and does not plan to hire full-time employees before the initial business combination[124]. - As of December 31, 2023, the company had approximately $0.03 million in cash and a working capital deficit of approximately $0.86 million[190]. Market Conditions and Competition - The company received notice from Nasdaq on July 5, 2023, for not maintaining a minimum Market Value of Listed Securities of $50,000,000, but resolved this by transferring its listing to The Nasdaq Capital Market[22]. - Recent geopolitical tensions, including the Russia-Ukraine conflict, have negatively impacted market conditions, which may hinder the company's ability to find suitable acquisition targets[140]. - The company may face intense competition from other entities seeking similar business objectives, which could limit its acquisition opportunities[122]. - The company has encountered intense competition from other entities, including private investors and other blank check companies, which may limit its ability to complete an initial business combination[186]. - The increased cost and decreased availability of directors and officers liability insurance could complicate the negotiation and completion of an initial business combination[184]. - The company may face challenges in finding attractive target businesses due to increased competition and market conditions, which could raise costs or delay transactions[181]. - Events outside the company's control, such as geopolitical tensions and economic uncertainty, could adversely affect its ability to consummate a business combination[166]. - The company is subject to new SEC rules that may increase costs and extend the time needed to complete the initial business combination[134]. - The SEC has adopted new rules related to certain activities of SPACs, which may increase costs and extend the time needed for initial business combinations[208]. - Compliance with the SPAC Final Rules may lead to earlier liquidation of funds in the trust account than initially planned[208]. - The new rules may constrain the circumstances under which the company could complete an initial business combination[208].
pan-Africa Corp(BLEUU) - 2023 Q4 - Annual Report