IPO and Fundraising - The company completed its IPO on April 11, 2022, raising gross proceeds of $82.5 million from the sale of 8,250,000 units at $10.00 per unit[9]. - An additional private placement generated gross proceeds of $5.1 million from the sale of 510,000 units at the same price[9]. - A total of $84.15 million from the IPO and private placement was deposited into a trust account for public shareholders[9]. - The company has raised concerns about its ability to continue as a going concern if additional capital is not secured by April 11, 2023[92]. - The Company generated gross proceeds of $82,500,000 from the IPO of 8,250,000 Public Units, sold at a price of $10.00 per unit[108]. - The Company completed a private placement of 510,000 Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $5,100,000[4]. Business Combination Plans - The company must complete a business combination with a total fair market value of at least 80% of the trust account assets, excluding certain fees and taxes[12]. - The company has until April 11, 2023, to complete its initial business combination, with the possibility of extending this period by up to six months[12]. - The company intends to focus on acquiring businesses in the technology, hospitality, or consumer services sectors, avoiding targets headquartered or primarily operating in China[10]. - The company plans to structure its initial business combination to acquire 100% of the target business, but may also consider acquiring less than 100% under certain conditions[12]. - The company has entered into a Merger Agreement with Longevity Biomedical, Inc., which includes the acquisition of Cerevast Medical, Inc., Aegeria Soft Tissue LLC, and Novokera LLC[15]. - Following the mergers, New PubCo will change its name to Longevity Biomedical, Inc., and its common stock is expected to list on the Nasdaq Capital Market under the ticker symbol "LBIO"[15]. - The proposed Longevity Business Combination is subject to certain conditions as described in the Merger Agreement[15]. - The Company has a deadline of 12 months from the IPO closing to complete the initial Business Combination, extendable to 18 months[88]. - If the Business Combination is not completed, the Company may need to cease operations and redeem Public Shares[88]. Financial Performance and Position - For the period from January 5, 2022, through December 31, 2022, the company reported a net loss of $419,390, primarily due to formation and operating expenses of $1,640,990, partially offset by income from marketable securities of $1,221,600[32]. - The company had an increase in cash of $819,747, resulting from net cash provided by financing activities of $85,395,842, despite net cash used in operating activities of $426,095 and net cash used in investing activities of $84,150,000[33]. - As of December 31, 2022, the company had cash and marketable securities held in the Trust Account totaling $85,371,600, with an additional $819,747 in cash held outside the Trust Account[34]. - The company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[34]. - The company has a working capital deficit of $383,805 as of December 31, 2022, and may require additional financing to meet its liquidity needs prior to completing a business combination[35]. - The net loss for the period from January 5, 2022, through December 31, 2022, is $419,390[82]. - The total current assets as of December 31, 2022, amount to $907,836, with cash holdings of $819,747[81]. - The total liabilities amount to $4,179,141, including accounts payable and accrued expenses of $1,291,641[81]. Shareholder and Governance Matters - The company plans to provide public shareholders with the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination[17]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, to discourage accumulation of large blocks of shares[18]. - The company intends to conduct redemptions in connection with a shareholder vote unless not required by law or stock exchange listing requirements[17]. - The board of directors consists of three members, with directors serving a two-year term and the ability to fill vacancies by majority vote[54]. - The audit committee is comprised of independent directors, including Huifeng Chang, Jim Mao, and Kevin Vassily, with Kevin Vassily serving as the Chair[55]. - The company has established an audit committee responsible for overseeing audits and ensuring compliance with applicable laws and regulations[55]. - The beneficial ownership table does not reflect record or beneficial ownership of the Private Placement Warrants, which are not exercisable within 60 days of the report date[63]. - The holders of founder shares and Private Placement Units are entitled to registration rights, allowing them to demand registration of their securities[116]. Risks and Challenges - The company has encountered intense competition from other entities in identifying and selecting target businesses for its initial business combination, which may limit its ability to acquire larger targets[21]. - The company has no operating history and no revenues, which may affect investor confidence and the ability to complete a business combination[23]. - The company may face challenges in completing its initial business combination within the prescribed time frame, which could lead to liquidation and redemption of public shares at $10.30 or less[24]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and executive officers, which could pose additional risks[25]. - The company is subject to risks associated with being an early-stage emerging growth company[85]. - There is no assurance that the company will successfully effect a business combination[87]. Accounting and Reporting - The company is required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC regularly[19]. - The company is classified as an "emerging growth company" and intends to take advantage of certain exemptions from reporting requirements, including delaying the adoption of new accounting standards[20]. - The company has not adopted ASU 2020-06 yet, which simplifies accounting for convertible instruments and is effective January 1, 2024[46]. - The company has not experienced losses on its cash account, which may exceed the Federal Depository Insurance Coverage of $250,000[102]. - The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants but plans to file a registration statement within 20 business days after the initial Business Combination[121]. - The Company has evaluated subsequent events and determined no significant unrecognized events occurred other than the noted merger[126].
Denali Capital Acquisition Corp.(DECAU) - 2022 Q4 - Annual Report