Financial Position - As of December 31, 2023, the company had no cash and a working capital deficit of $484,047[54]. - The company has incurred and expects to continue incurring significant costs as a public company, including legal and financial reporting expenses[54]. - The management's plans to address the need for additional capital are discussed in the Management's Discussion and Analysis section[54]. Business Combination Risks - The company may face limitations in pursuing initial business combinations due to foreign ownership restrictions and CFIUS review[58]. - If the company fails to obtain required approvals for business combinations, it may be forced to liquidate, resulting in shareholders only receiving their pro rata share of amounts held in the Trust Account[59]. Internal Controls and Procedures - The company’s disclosure controls and procedures were evaluated as effective as of December 31, 2023[93]. - The company does not expect its disclosure controls to prevent all errors and instances of fraud[94]. - The management's report on internal controls over financial reporting is not included due to a transition period for newly public companies[96]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[97]. Board of Directors - The company has a diverse board of directors with extensive experience in capital markets, corporate finance, and strategic transactions[98][99][100][101]. - The Board of Directors consists of five members, with Class B ordinary shares holders having the right to elect all directors prior to the initial business combination[104]. - Each director will hold office for a four-year term, and vacancies can be filled by a majority vote of the directors present[104]. - The audit committee is composed solely of independent directors, with Mr. Frank Clifford Chan serving as chairperson and qualifying as an "audit committee financial expert"[108]. - The compensation committee, also composed of independent directors, is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers[111]. - The nominating committee oversees the selection of nominees for the Board of Directors, ensuring candidates have notable achievements and ethical standards[113]. - The company has established guidelines for selecting director nominees, emphasizing intelligence, experience, and dedication to shareholder interests[115]. - Directors owe fiduciary duties under British Virgin Islands law, including acting in good faith and avoiding conflicts of interest[117]. - The company has provisions to address potential conflicts of interest among directors and officers, ensuring they honor fiduciary duties[121]. Conflicts of Interest and Ethics - The sponsor and its affiliates have agreed to waive redemption rights concerning their shares in connection with the initial business combination[125]. - The company does not believe that any potential conflicts of interest would materially affect its ability to complete the initial business combination[122]. - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees in accordance with federal securities laws[132]. - The company indemnifies its directors and officers against all expenses, including legal fees, and against all judgments, fines, and amounts paid in settlement, provided they acted honestly and in good faith[133]. - The company believes that all filing requirements applicable to its executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner[137].
JVSPAC Acquisition Corp.(JVSAU) - 2023 Q4 - Annual Report