Financial Position and Concerns - As of December 31, 2023, the company had no cash and a working capital deficit of $484,047[54] - The company cannot assure that efforts to raise capital or consummate an initial business combination will be successful, raising substantial doubt about its ability to continue as a going concern[54] - The company may face limitations on potential business combinations due to foreign ownership restrictions and CFIUS review, which could limit the pool of potential targets[58] - If the company fails to obtain required approvals for its initial business combination, it may be forced to liquidate, resulting in public shareholders receiving only their pro rata share of amounts held in the Trust Account[59] Compliance and Internal Controls - The company has incurred and expects to continue incurring significant costs related to legal, financial reporting, accounting, and auditing compliance[54] - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2023[93] - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[94] - The company has not included a report of management's assessment regarding internal control over financial reporting due to a transition period established by SEC rules for newly public companies[96] - The company has no changes in internal control over financial reporting that materially affected its internal control during the most recent fiscal quarter[97] Governance and Board Structure - The company’s executive team includes individuals with extensive experience in capital markets, corporate finance, and strategic transaction structuring[98][99][100][101] - The Board of Directors consists of five members, with Class B ordinary shares holders having the right to elect all directors prior to the initial business combination[104] - Each director will hold office for a four-year term, and vacancies can be filled by a majority vote of the directors present[104] - The audit committee is composed solely of independent directors, with Mr. Frank Clifford Chan serving as chairperson and qualifying as an "audit committee financial expert"[108] - The compensation committee, also composed of independent directors, is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers[111] - The nominating committee oversees the selection of nominees for the Board of Directors, ensuring candidates have notable achievements and the requisite skills[113] - The company has established guidelines for selecting director nominees, emphasizing ethical standards and dedication to shareholder interests[115] - Directors owe fiduciary duties under British Virgin Islands law, including acting in good faith and avoiding conflicts of interest[117] Conflicts of Interest and Ethics - The company has provisions to address potential conflicts of interest among directors and officers, ensuring they honor fiduciary duties[121] - The sponsor and its affiliates have agreed to waive their redemption rights concerning Founder Shares in connection with the initial business combination[125] - The company does not believe that any potential conflicts of interest would materially affect its ability to complete the initial business combination[122] - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees in accordance with federal securities laws[132] - The company indemnifies its directors and officers against all expenses, including legal fees, and against all judgments, fines, and amounts paid in settlement, provided they acted honestly and in good faith[133] - The company has multiple business affiliations, which may lead to conflicts of interest for its officers and directors when evaluating business combinations[130] - The company is not prohibited from pursuing initial business combinations with affiliated companies, provided an independent opinion on fairness is obtained[128] - The company has a fiduciary duty to present business opportunities to multiple entities due to the affiliations of its officers and directors[130] Compliance with Regulations - The company believes that all filing requirements under Section 16(a) of the Securities Exchange Act were filed in a timely manner by its executive officers and directors[137] - The company has a standard of conduct for indemnification that aligns with Delaware General Corporation Law[135] - The company has a diverse range of business affiliations, including finance, consulting, and automotive sectors, among others[130][131] - The company’s officers and directors have agreed to vote in favor of initial business combinations involving the company[129] - The company’s code of ethics codifies the business and ethical principles governing all aspects of its operations[132]
JVSPAC Acquisition Corp.(JVSA) - 2023 Q4 - Annual Report