Financial Performance - Net income for the period ended September 30, 2023 was $36,244 compared to a net income of $279,403 for the same period in 2022, representing a decrease of approximately 87.0%[15]. - Loss from operations increased from $(171,633) in 2022 to $(443,896) in 2023 for the three months ended September 30, indicating a worsening operational performance[15]. - The company reported a net loss of $842,326 for the three months ended September 30, 2023, compared to a net loss of $167,985 for the same period in 2022[75]. - For the nine months ended September 30, 2023, the net loss was $2,107,898, compared to a net loss of $9,858,430 for the same period in 2022[84]. - For the nine months ended September 30, 2023, net cash used in operating activities was $(2,018,739), compared to $(374,458) for the same period in 2022[21]. Assets and Liabilities - Total current assets decreased from $715,123 in December 31, 2022 to $188,135 as of September 30, 2023, a decline of approximately 73.7%[10]. - Total liabilities increased from $3,966,197 in December 31, 2022 to $5,135,659 as of September 30, 2023, an increase of approximately 29.5%[10]. - Cash balance decreased from $546,632 in December 31, 2022 to $110,855 as of September 30, 2023, a decline of approximately 79.8%[10]. - Accumulated deficit increased from $(2,798,202) in December 31, 2022 to $(4,906,100) as of September 30, 2023, an increase of approximately 75.3%[10]. - Total stockholders' deficit increased from $(2,797,902) in December 31, 2022 to $(4,905,800) as of September 30, 2023, an increase of approximately 75.3%[10]. Trust Account and Investments - Investments held in Trust Account decreased from $100,525,498 in December 31, 2022 to $53,246,222 as of September 30, 2023, a decline of approximately 47.1%[10]. - As of September 30, 2023, the company held $99,216,250 in a U.S.-based trust account, which is invested in U.S. government treasury bills or money market funds[29]. - The Trust Account held $53,246,222 in money market funds as of September 30, 2023, down from $100,525,498 as of December 31, 2022[61]. - Interest earned on investments held in Trust Account increased from $451,036 in 2022 to $681,853 in 2023 for the three months ended September 30, indicating improved investment performance[15]. Business Combination and Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[24]. - The company has not completed any business combinations as of September 30, 2023, and is actively searching for suitable targets[22]. - The company will not undertake its initial business combination with any company based in or having the majority of operations in China[22]. - The company has until November 21, 2023, to complete its initial Business Combination, with the possibility of extending this deadline to March 21, 2024, through up to four additional one-month extensions[166]. - The Company entered into a Merger Agreement with Thunder Power Holdings Limited on October 26, 2023[51]. Financing and Capital Structure - The company generated gross proceeds of $97,750,000 from its IPO, which consisted of 9,775,000 units sold at $10.00 per unit[25]. - The company incurred transaction costs of $5,966,117 related to the IPO, including $5,376,250 in underwriting fees[28]. - The company issued four unsecured promissory notes of $100,000 to the Sponsor in connection with the Monthly Extension Payments[35]. - The company has total promissory notes from the Sponsor amounting to $1,377,500, compared to nil as of December 31, 2022[123]. - The company may need to obtain additional financing to complete its initial Business Combination or to address working capital deficiencies[184]. Tax and Regulatory Considerations - The company has not recognized any unrecognized tax benefits or accrued interest and penalties related to income taxes as of September 30, 2023[90]. - The company has established a full valuation allowance for its deferred tax assets due to significant uncertainty regarding future realization[145]. - A new 1% U.S. federal excise tax could be imposed on the company in connection with redemptions of its shares during a Business Combination[203]. - The SEC proposed rules that could classify the Company as an unregistered investment company, potentially leading to burdensome compliance requirements or liquidation[208]. Shareholder and Stock Information - As of September 30, 2023, the company had 4,983,493 shares of Class A common stock subject to possible redemption, with a redemption value of $10.68 per share[72]. - The company recognized changes in the redemption value of common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[71]. - The company issued 9,775,000 Warrants in connection with the IPO, each entitling the holder to purchase one share of Class A Common Stock at $11.50 per share[136]. - The Class B Common Stock will automatically convert into Class A Common Stock on a one-for-one basis at the time of the initial Business Combination[133].
Thunder Power Holdings, Inc.(AIEV) - 2023 Q3 - Quarterly Report