IPO and Financial Proceeds - 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[17]. - A private placement generated an additional $5.1 million from the sale of 510,000 units at the same price, bringing total net proceeds to $84.15 million deposited in a trust account[17]. - The IPO generated gross proceeds of $82,500,000 from the sale of 8,250,000 Units at a price of $10.00 per Unit[87]. - A total of $84,150,000 of the net proceeds from the IPO and the sale of Private Placement Units was deposited in the Trust Account[89]. - The company incurred transaction costs of $5,105,315 related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[126]. Business Combination and Agreements - On January 25, 2023, the company entered into a Merger Agreement for the Longevity Business Combination, which includes acquisitions of Cerevast Medical, Aegeria Soft Tissue, and Novokera[18]. - The company entered into a Merger Agreement on January 25, 2023, to acquire Longevity Biomedical, Inc. and its subsidiaries[94]. - On January 9, 2024, shareholders voted in favor of the Longevity Business Combination, with ongoing efforts to meet closing conditions[21]. - The company must complete business combinations with a total fair market value of at least 80% of the assets held in the trust account[37]. - The Longevity Business Combination is structured to ensure the post-transaction company will own 100% of the target businesses[39]. - The company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the sponsor[185]. Shareholder Actions and Redemptions - Approximately $40.5 million was redeemed by shareholders, resulting in 4,537,829 public shares outstanding after redemptions[20]. - Public shareholders can redeem up to 15% of the shares sold in the IPO without prior consent, which aims to prevent large shareholders from blocking business combinations[48]. - If no initial business combination is completed by the Extended Date, public shares will be redeemed at a price equal to the amount in the Trust Account, minus taxes and up to $100,000 for dissolution expenses[51]. - The company intends to conduct redemptions in conjunction with a shareholder vote unless not required by law or if a tender offer is chosen[44]. Financial Position and Risks - The company has no operating history and no revenues, which presents a risk for potential investors[61]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, affecting the company's financial attractiveness[64]. - The company is subject to intense competition from other entities seeking similar business combinations, which may limit its acquisition capabilities[58]. - Management expressed concerns about insufficient working capital and borrowing capacity to meet needs through the initial business combination[133]. - The company raised substantial doubt about its ability to continue as a going concern through July 11, 2024, if a business combination is not consummated[134]. Management and Governance - The management team is focused on identifying attractive business combination opportunities within technology, hospitality, or consumer services sectors[24]. - The management team has agreed to vote their shares in favor of the initial business combination, ensuring majority support regardless of public shareholder votes[63]. - The company has one executive officer who will devote necessary time until the initial business combination is completed[60]. - The board of directors consists of three members, with directors serving a two-year term[157]. - The audit committee is composed of independent directors, with Kevin Vassily serving as the Chair[162]. Financial Performance and Assets - The net income for the year ended December 31, 2023, was $632,536, primarily from interest income of $3,843,271, offset by operating expenses of $3,173,826[118]. - For the year ended December 31, 2023, net cash used in operating activities was $632,783, influenced by changes in current assets and liabilities[119]. - As of December 31, 2023, the Trust Account held investments totaling $50,477,963, with an additional $204,464 in cash outside the Trust Account[126][127]. - Total current assets decreased from $907,836 in 2022 to $209,440 in 2023, a decline of approximately 77%[212]. - Investments held in Trust Account decreased from $85,371,600 in 2022 to $50,477,963 in 2023, a reduction of about 41%[212]. - Total liabilities increased from $4,179,141 in 2022 to $8,491,480 in 2023, representing an increase of approximately 103%[213]. - The accumulated deficit grew from $(3,271,562) in 2022 to $(8,282,297) in 2023, indicating a worsening financial position[215]. Audit and Compliance - The audit committee has pre-approved all auditing and permitted non-audit services since its formation[199]. - The company reported no tax compliance, planning, or advice fees incurred for the year ended December 31, 2023[197]. - The company has no off-balance sheet arrangements as of December 31, 2023[136]. - No changes in internal control over financial reporting during the quarter ended December 31, 2023, that materially affected the reporting[149]. Shareholder Ownership and Interests - The beneficial ownership of ordinary shares as of March 29, 2024, includes significant shareholders and executive officers[172]. - As of April 1, 2024, initial shareholders beneficially owned approximately 36% of issued and outstanding ordinary shares, allowing them to appoint all directors prior to the initial business combination[180]. - Polar Asset Management Partners Inc. holds 250,000 shares with a sole voting power and 500,000 shares with sole dispositive power, representing a significant stake in the company[175]. - Calamos Market Neutral Income Fund has voting and dispositive power over 350,000 shares, indicating strong institutional interest[176]. - Glazer Capital, LLC has sole voting and dispositive power over 310,944 shares, further highlighting institutional ownership[177]. - Mizuho Financial Group, Inc. holds 493,672 shares, representing 5.64% of Class A ordinary shares[178].
Denali Capital Acquisition Corp.(DECAU) - 2023 Q4 - Annual Report