Business Combination and Financing - The company executed a Business Combination Agreement with Liminatus Pharma, LLC on November 30, 2022, and intends to use cash from its IPO proceeds for the initial business combination[141]. - The company raised total gross proceeds of $276,000,000 from its IPO of 27,600,000 units at a price of $10.00 per unit[141]. - The deadline to consummate a business combination has been extended to March 9, 2024, following stockholder approval on September 7, 2023[144]. - The underwriters are entitled to a reduced deferred underwriting discount of $8,000,000 upon the completion of the business combination, down from $9,660,000[150]. - The PIPE Equity Subscription Agreement was amended to decrease the PIPE Investor's committed purchase from $25,000,000 to $15,000,000[161]. - The PIPE Equity Subscription Agreement was amended to increase the PIPE Investor's committed purchase from 1,500,000 to 2,500,000 shares and the investment from $15,000,000 to $25,000,000[171]. Stockholder Activity - Stockholders redeemed 119,572 shares for cash at a redemption price of $10.58 per share, totaling an aggregate redemption amount of $1,265,669, leaving 7,187,037 shares outstanding[146]. - Stockholders redeemed 26,186,896 Public Shares for an aggregate redemption amount of $263,963,913 at a redemption price of approximately $10.08 per share[165]. Financial Performance - The company reported a net loss of $642,900 for the three months ended September 30, 2024, primarily due to formation and offering costs of $1,019,694[175]. - For the nine months ended September 30, 2024, the net loss was $2,035,985, with formation and offering costs totaling $2,383,530[176]. - For the three months ended September 30, 2023, the company reported a net loss of $323,891, which included an unrealized loss on fair value of warrants of $45,822 and formation and offering costs of $676,321[207]. - For the nine months ended September 30, 2023, the company had a net loss of $739,623, primarily due to formation and offering costs of $1,943,512, offset by an unrealized gain on fair value of warrant liabilities of $442,726[208]. Cash Flow and Working Capital - As of September 30, 2024, the company had negative working capital of approximately $7,141,435 and $358,181 in its operating bank account[178]. - The company used $1,462,079 in operating activities for the nine months ended September 30, 2023, due to a net loss of $739,623[179]. - Net cash used in operating activities for the nine months ended September 30, 2024, was $2,320,967, attributed to a net loss of $2,035,985[210]. - Cash provided by investing activities for the nine months ended September 30, 2023, was $11,432,625, primarily from cash proceeds for tax payments and redemption adjustments[180]. - Cash provided by investing activities for the nine months ended September 30, 2024, was $2,025,592, resulting from proceeds from the Trust Account used for tax redemptions and payments[211]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was $497,131, primarily from proceeds of a promissory note of $2,300,000, offset by the redemption of Class A common stock[212]. Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified, impacting the effectiveness of disclosure controls as of September 30, 2024[191]. - The company is establishing additional monitoring and oversight controls to ensure the accuracy and completeness of financial statements and related disclosures[219]. - The company plans to hire consultants to assist in preparing and completing the filing of tax returns[220]. Legal and Regulatory Matters - There are no material litigations or governmental proceedings currently pending against the company or its officers[222]. Revenue Generation - The company has not generated any revenues to date and will not do so until the completion of its initial Business Combination[206].
Iris Acquisition p(IRAA) - 2024 Q3 - Quarterly Report