IPO and Financing - The company completed its Initial Public Offering on November 8, 2021, selling 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000[159]. - An additional 2,250,000 Units were sold through the underwriters' over-allotment option, resulting in gross proceeds of $22,500,000, bringing total IPO proceeds to $172,500,000[160]. - The company issued a promissory note on November 11, 2024, for up to $259,588 to support the Trust Account, with monthly deposits of approximately $43,264.60 until May 8, 2025[170]. - The company has agreed to receive loans from Sunorange of up to $37,500 per month until the completion of an initial Business Combination[174]. - The Company issued the November 2024 Note with a principal amount of up to $259,588, which will be deposited into the Trust Account for the benefit of each Public Share not redeemed[207]. - The Sponsor agreed to pay $43,264.60 per month until the completion of an initial Business Combination, starting from November 8, 2024, through May 8, 2025[207]. Shareholder Activity - During the November 2024 EGM, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $16.16 million, equating to about $11.68 per share[169]. - In the 2023 EGM, shareholders redeemed 12,626,668 Class A Ordinary Shares for a total redemption value of approximately $132,616,922, at about $10.50 per share[178]. Business Combination and Management - The Scage Business Combination Agreement was approved by the Board of Directors on August 21, 2023, with a total consideration reduced from $1,000,000,000 to $800,000,000[185][186]. - Sunorange Investment Agreement included the acquisition of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants, leading to a management change[164]. - Management has expressed uncertainty about the ability to complete a Business Combination by the deadline, raising doubts about the Company's ability to continue as a going concern[210]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $97,285, with operating expenses of $375,172 and interest income of $277,887[193]. - For the nine months ended September 30, 2024, the company had net income of $95,191, consisting of $1,247,329 in interest income offset by $1,152,138 in operating expenses[193]. - The company used $743,940 in operating activities for the nine months ended September 30, 2024, primarily driven by interest earned on investments[197]. - As of September 30, 2024, the company had cash outside the Trust Account of $7,555 available for working capital needs[196]. Debt and Obligations - As of September 30, 2024, the outstanding balance of the May 2024 Promissory Note was $187,500, with no interest accrued[175]. - As of September 30, 2024, the outstanding balance of the June 2023 Promissory Note was $800,000, with no interest accrued[180]. - The company had $1,193,961 outstanding under the November 2023 Promissory Note as of September 30, 2024[204]. - As of September 30, 2024, the Company had no long-term debt or capital lease obligations, and it pays up to $3,000 per month for administrative services[213]. Regulatory and Compliance - The SEC's new 2024 SPAC Rules may materially affect the company's ability to complete its initial Business Combination and increase associated costs[162]. - The company received a notice from Nasdaq on May 6, 2024, regarding non-compliance with the Minimum Public Holders Requirement[188]. Advisory and Consulting - The Company engaged EarlyBirdCapital as an advisor for the initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of the IPO upon consummation[214]. - A third-party consultant was engaged with a contingent fee of 0.05% of the implied enterprise value of the target if a Business Combination is consummated[216]. Accounting and Reporting - The Company adopted ASU 2020-06 on January 1, 2024, with no material impact on its financial position or results of operations[224]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[228].
Finnovate Acquisition (FNVT) - 2024 Q3 - Quarterly Report