Financial Position - As of September 30, 2022, total assets increased to $679,506, up from $447,589 as of December 31, 2021, representing a 51.7% increase[10] - Current liabilities rose significantly to $734,959 from $443,347, marking a 66.5% increase[10] - The total accumulated deficit reached $80,453 as of September 30, 2022, compared to $20,758 at the end of 2021, reflecting a 287.5% increase[10] - Cash at the end of the period was $87,782, down from $168,353 at the beginning of the period, a decrease of 47.9%[20] - As of September 30, 2022, the company had cash of $0.1 million and a working capital deficit of $0.6 million[60] - The Company reported net losses of $13,478 and $59,695 for the three and nine months ended September 30, 2022, respectively, primarily due to legal and professional fees[101] - As of September 30, 2022, the Company had $87,782 in its operating bank account and a working capital deficit of $605,682[102] Operating Activities - The company reported net cash used in operating activities of $180,571 for the nine months ended September 30, 2022, compared to $131,166 for the same period in 2021, an increase of 37.6%[20] - The company has not commenced core operations and will not generate operating revenues until after completing an Initial Business Combination[26] - The Company has no long-term debt or capital lease obligations as of September 30, 2022, but has a monthly fee agreement of $20,000 with the Sponsor for administrative support[105] Proposed Public Offering - The proposed public offering aims to raise $60,000,000, with gross proceeds of $8,453,000 received as of October 21, 2022[29] - The company intends to offer 6,000,000 units at a price of $10.00 per unit, aiming for total gross proceeds of $60,000,000, or $69,000,000 if the over-allotment option is fully exercised[63] - The Company completed its Initial Public Offering (IPO) on October 18, 2022, selling 6,000,000 units at $10.00 per unit, resulting in total gross proceeds of $60,000,000[89] - The Overallotment Offering closed on October 21, 2022, selling 845,300 units at $10.00 per unit, generating gross proceeds of $8,453,000[92] - The underwriting discount for the proposed public offering is set at 5.5% of the gross proceeds, amounting to $3,300,000, or $3,795,000 if the over-allotment option is exercised in full[76][83] - The Proposed Public Offering will incur deferred underwriting discounts and commissions of 5.5% of total gross proceeds, amounting to $3,300,000, or $3,795,000 if the underwriters' over-allotment option is fully exercised[34] Funding and Financial Support - The company has borrowed $500,000 and $300,000 under a Promissory Note as of September 30, 2022, and December 31, 2021, respectively, with a total loan amount of up to $1,000,000 available[33] - The company has received gross proceeds of $8,453,000 from the proposed public offering, with $8,283,940 received on October 21, 2022[63] - The Sponsor partially consummated a Private Placement by purchasing 238,500 units for gross proceeds of approximately $2,385,000, instead of the full 340,000 units[90] - The Company received an additional remittance of $515,000 from the Sponsor for the Private Placement Units on November 30, 2022[91] Tax and Regulatory Considerations - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by publicly traded U.S. corporations, which will apply to any redemptions by the company after December 31, 2022[36] - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases starting in 2023, which may impact the company's ability to complete initial business combinations[124] - The SEC has proposed rules that may increase costs and time needed for initial business combinations, potentially affecting the company's operations[118] Management and Operational Risks - Management is evaluating the impact of the COVID-19 pandemic and the Russia-Ukraine war on the company's financial position and outlook, with potential negative effects being reasonably possible[41] - Management has raised necessary funding to date but expresses substantial doubt about the company's ability to continue as a going concern[61] - The company is currently evaluating the impact of adopting new accounting standards, including ASU 2022-03, which clarifies fair value measurement for equity securities[57] - The company is currently not aware of any legal proceedings that would materially affect its business or financial condition[117] Internal Controls and Reporting - The company conducted an evaluation of its disclosure controls and procedures, concluding they were effective as of September 30, 2022[114] - There were no changes in internal control over financial reporting during Q3 2022 that materially affected the company's internal controls[115] - The company has determined that it does not have any uncertain tax positions[87] - The company has no deferred tax assets as of September 30, 2022, and December 31, 2021[85] Business Combination Considerations - If no business combination is completed within 9 months from the closing of the Proposed Public Offering, the proceeds in the trust account will be used to fund the redemption of public shares, with $100,000 reserved for dissolution expenses[38] - If no business combination is completed within 9 months from the IPO closing, the proceeds in the trust account will be used to fund the redemption of public shares[99] - The company may need to liquidate securities in the Trust Account to mitigate the risk of being deemed an investment company, which could reduce funds available for stockholders[122] - The company has broad discretion regarding the application of net proceeds from the IPO, primarily intended for consummating a business combination[103]
Hudson Acquisition I Corp.(HUDAU) - 2022 Q3 - Quarterly Report