Financial Position - Total current assets as of March 31, 2024, are $1,403,546, compared to $7,650 as of December 31, 2023[9] - Total liabilities decreased to $448,619 as of March 31, 2024, from $491,697 as of December 31, 2023[9] - Total shareholders' equity increased to $4,443,685 as of March 31, 2024, from a deficit of $97,322 as of December 31, 2023[10] - As of March 31, 2024, the Company had cash of $1,047,202 and working capital of $954,927[40] - As of March 31, 2024, the Company had cash of $1,047,202 available for identifying and evaluating target businesses[126] Income and Earnings - The company reported a net income of $330,961 for the three months ended March 31, 2024, compared to a net loss of $663 for the same period in 2023[12] - Basic and diluted net income per share for Class A ordinary shares subject to redemption is $0.15[12] - For the three months ended March 31, 2024, the net income was $330,961, compared to a net loss of $663 for the same period in 2023[71] - The diluted net income per ordinary share for the three months ended March 31, 2024, was $0.15, while the diluted net income per ordinary share for the same period in 2023 was $(0.19)[73] IPO and Financing - The Company completed its IPO on January 23, 2024, raising total gross proceeds of $57,500,000 from the sale of 5,750,000 units at an offering price of $10.00 per unit[26] - The Company raised $57,500,000 from the sale of Public Units during the financing activities[22] - The Company incurred transaction costs of $1,715,700 related to the IPO, including $575,000 in underwriting commissions[28] - The underwriter exercised its over-allotment option in full, purchasing an additional 750,000 units at the IPO[92] - The Company also consummated a Private Placement of 240,000 Private Placement Units at approximately $10.00 per Unit, generating total proceeds of $2,400,000[153] Business Combination - The Company has a 12-month period (extendable to 18 months) from the IPO closing to complete its initial Business Combination[34] - The Company will not generate operating revenues until after the completion of its initial Business Combination[25] - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Units towards consummating a Business Combination[31] - The Company has until January 23, 2025, to complete its initial Business Combination, or it will face mandatory liquidation[44] - The Company entered into a Merger Agreement on April 8, 2024, with an aggregate consideration of $2,300,000,000 to be paid entirely in stock[109] Costs and Expenses - The company incurred operating and formation costs of $233,280 for the three months ended March 31, 2024, compared to $663 in 2023[12] - Cash used in operating activities for the three months ended March 31, 2024, was $490,107, with net income affected by interest earned on investments[124] - The Company expects to incur significant costs in pursuing its acquisition plans[113] - The Company has incurred and expects to continue incurring significant costs as a public company, which raises substantial doubt about its ability to continue as a going concern[146] Shareholder Information - The company has 498,750 Class A ordinary shares issued and outstanding as of March 31, 2024[10] - Class A Ordinary Shares subject to possible redemption amounted to $54,570,538 as of March 31, 2024[60] - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon the initial Business Combination[98] - Each holder of a right will receive one-fourth of one Class A ordinary share upon consummation of the initial Business Combination[100] - The Company will not issue fractional shares upon conversion of the rights, requiring holders to hold rights in multiples of 4 to receive shares[102] Regulatory and Compliance - The Company is classified as an "emerging growth company" and is taking advantage of certain exemptions from reporting requirements[49] - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of March 31, 2024[65] - The Company has no off-balance sheet arrangements as of March 31, 2024[130] - There were no changes in internal control over financial reporting that materially affected the Company's internal control during the most recent fiscal quarter[145] - The Company is not currently a party to any material litigation or legal proceedings that could materially affect its business or financial condition[145] Market and Economic Conditions - The Company is currently evaluating the impact of the COVID-19 pandemic, which may negatively affect its financial position and operations[45] - The ongoing military action in Ukraine and related sanctions may materially affect the Company's ability to consummate a Business Combination[46] Miscellaneous - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[62] - The Company has not experienced losses on cash accounts that may exceed the Federal Depository Insurance Coverage of $250,000[61] - The Company has elected to recognize changes in redemption value in additional paid-in capital over an expected 12-month period[138] - Management does not believe that the adoption of ASU 2023-09 will have a material impact on the financial statements and disclosures[139]
JVSPAC Acquisition Corp.(JVSAU) - 2024 Q1 - Quarterly Report