Financial Position and Trust Account - As of December 31, 2023, $708,536 was available outside the Trust Account to fund working capital requirements[176]. - Public Shareholders may receive approximately $11.17 per share on the liquidation of the Trust Account, based on estimates as of December 31, 2023[177]. - If the Trust Account funds are reduced below $10.00 per Public Share, the ability to complete the initial Business Combination may be compromised[184]. - Claims against the Trust Account could reduce the per-share redemption amount for Public Shareholders[181]. - The Trust Account proceeds were invested in U.S. government securities or money market funds until March 1, 2024, after which they were moved to an interest-bearing demand deposit account[198]. - If the initial Business Combination is not completed within the Combination Period, Public Shareholders may receive approximately $11.17 per share based on estimates as of December 31, 2023[300]. - The company has approximately $69,402,338 available to complete its Business Combination after redemptions, which includes $8,105,480 for deferred underwriting commissions[238]. - The company has no operating history and faces substantial doubt about its ability to continue as a going concern if it does not complete a business combination[370]. Business Combination Risks - The company may incur significant costs in pursuit of acquisition plans, impacting financial condition and results of operations[176]. - There is no assurance that the funds available will be sufficient to operate through the Combination Period[177]. - The company may face write-downs or impairments post-Business Combination, negatively affecting share price[179]. - The company may seek acquisition opportunities with financially unstable businesses or those lacking an established record of revenue or earnings, which could introduce significant risks[205]. - The company anticipates that it may not be able to assess the management of prospective target businesses adequately, which could affect the success of the Business Combination[230]. - The company may attempt to complete its initial Business Combination with a private company, which may have limited available information and could result in lower profitability than expected[243]. - The company may face additional risks and costs if it attempts to complete multiple Business Combinations simultaneously[241]. - The company may incur substantial debt to complete a Business Combination, which could negatively impact its financial condition and shareholder value[236]. Regulatory and Compliance Issues - If deemed an investment company under the Investment Company Act, the company may face restrictions that hinder the completion of the initial Business Combination[196]. - The company does not believe its principal activities will subject it to the Investment Company Act, focusing on completing an initial Business Combination and operating the post-transaction business for the long term[198]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs of completing an acquisition, particularly if the target company is not compliant with internal control provisions[212]. - The company is classified as an emerging growth company, which may limit the information available to investors and affect the attractiveness of its securities[330]. - The SEC's new 2024 SPAC Rules, effective July 1, 2024, impose additional disclosure requirements and could materially affect the company's ability to negotiate and complete initial Business Combinations[358]. - The company is subject to regulatory review by CFIUS for potential business combinations, which may delay or prohibit transactions[366]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete its initial Business Combination[356]. Shareholder and Governance Matters - The company may not hold an annual general meeting until after the initial Business Combination, limiting shareholder influence[193]. - The company may amend its governing instruments to facilitate the completion of a Business Combination, which could occur with a lower amendment threshold than some other blank check companies[221]. - Initial shareholders and their permitted transferees hold at least 47% of the issued and outstanding ordinary shares, making it more likely to secure necessary shareholder approval for the initial Business Combination[295]. - The company can amend certain agreements related to the IPO without shareholder approval, which may adversely affect the value of an investment in its securities[309]. - The company has not adopted a policy prohibiting its directors and officers from having financial interests in transactions, which may lead to conflicts of interest[268]. - Conflicts of interest may arise as key personnel allocate time between the company and other business activities, potentially affecting the completion of the initial Business Combination[261]. Market and Operational Challenges - The company may face challenges in completing its initial Business Combination due to the grant of registration rights to initial shareholders and holders of Private Placement Warrants[290]. - The company may face limitations on potential acquisition targets due to foreign ownership regulations[367]. - The process of obtaining necessary government approvals could be lengthy, impacting the timeline for business combinations[368]. - The company's results of operations will be significantly influenced by the economic, political, and legal conditions in the countries where it operates, particularly if most assets and revenue are derived from foreign operations[352]. - The company may seek acquisition opportunities outside the United States, facing political and economic risks, including potential loss of revenue and operational delays due to hazards like expropriation and civil unrest[337]. Financial Instruments and Share Issuance - The company may issue additional Class A ordinary shares or preference shares to complete its initial Business Combination, which could significantly dilute the equity interest of investors in the IPO[286]. - The company has approximately 157,990,037 authorized but unissued Class A ordinary shares and 9,497,510 Class B ordinary shares available for issuance since the IPO[285]. - The company has issued 10,000,000 Public Warrants to purchase Class A ordinary shares at a price of $11.50 per share, alongside 6,666,667 Private Placement Warrants[320]. - The exercise price of Public Warrants may be adjusted if additional Class A ordinary shares are issued at a Newly Issued Price of less than $9.20 per share, which could complicate the initial Business Combination[302]. - The company may redeem outstanding Public Warrants at a price of $0.01 per warrant if the Class A ordinary shares' price exceeds $18.00 for 20 trading days within a 30-day period[314]. - The management may require holders to exercise Public Warrants on a cashless basis, resulting in fewer Class A ordinary shares received[318]. Industry-Specific Risks - The company intends to focus its acquisition search on the healthcare industry, particularly in Asia (excluding China, Hong Kong, and Macau)[246]. - The probability of success for drug development from Phase I trials to U.S. FDA approval was only 9.6% at the time of the IPO, highlighting significant regulatory risks[246]. - Healthcare-related companies face unique financial risks due to regulatory compliance, which can impact revenue and profitability growth potential[246]. - The expiration of patents can lead to market share loss and reduced profits for original developers as generic products enter the market[248]. - Companies in the sustainability sector face challenges such as competition from established firms with greater resources and the speculative nature of investments[249]. - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues and intense competition[251]. Operational and Management Risks - Key personnel's efforts are crucial for the success of the initial Business Combination, and their loss could negatively impact operations and profitability[256]. - The company does not have employment agreements or key-man insurance for its officers and directors, increasing operational risk[258]. - The deadline for completing the initial Business Combination is March 3, 2025, which may influence the urgency and terms of potential acquisitions[260]. - The company has determined that it may not have sufficient working capital to meet its needs through the earlier of the consummation of a business combination or one year from the annual report[370]. - The company relies on third-party digital technologies and has no internal processes to protect against cybersecurity threats[373].
Valuence Merger Corp. I(VMCAU) - 2023 Q4 - Annual Report