IPO and Financing - The company completed its initial public offering on April 18, 2022, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[17]. - A private placement of 5,000,000 Private Placement Warrants was completed simultaneously, generating an additional $5 million[18]. - The company has $3,186,602 available for an initial business combination as of November 30, 2024, providing options for liquidity events, capital for growth, or debt reduction[51]. - The company may seek additional funds through private offerings of debt or equity securities to complete its initial business combination, targeting larger businesses than those it could acquire with its current proceeds[55]. - The company has not secured third-party financing for its initial business combination, and there is no assurance that such financing will be available[51]. - A total of $117,300,000 from the initial public offering and private placement warrants was placed in a U.S.-based trust account, which can only be invested in U.S. government securities or money market funds[134]. - The company has access to approximately $45,397 from IPO proceeds to cover potential claims and liquidation costs, estimated to be no more than $100,000[101]. - The company has incurred $5,724,785 in costs related to the Initial Public Offering, including $1,150,000 in underwriting fees[166]. Business Combination and Strategy - The company extended the deadline for its initial business combination to July 18, 2024, with a provision for monthly extensions contingent on sponsor deposits of $50,000 or $0.045 per share[20]. - A definitive Business Combination Agreement was entered into with Allrites Holdings Pte Ltd. on May 7, 2023, which includes a share recapitalization and the issuance of 9,200,000 Class A ordinary shares valued at $92 million[22][26]. - The company aims to complete its initial business combination with a target that has a fair market value of at least 80% of the assets held in the trust account[35]. - The company is focused on acquiring businesses in emerging technology sectors, particularly in Southeast Asia and Australia, with a strong emphasis on blockchain and financial technology[34]. - The company anticipates that its acquisition criteria will include targets with significant market positions and potential for domestic and international expansion[36]. - The company is not prohibited from pursuing business combinations with affiliated entities, provided that independent valuation opinions are obtained to ensure fairness[42]. - The company will only complete a business combination where it owns or acquires 50% or more of the outstanding voting securities of the target[61]. - The company may continue to seek a different target for the initial business combination if the current one is not approved[90]. Shareholder Matters and Redemption - The initial business combination requires the approval of shareholders, with a majority of outstanding ordinary shares entitled to vote needed for approval[79]. - Public shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering, referred to as "Excess Shares"[84]. - The redemption process requires public shareholders to tender their stock certificates or deliver shares electronically up to two business days prior to the vote on the initial business combination[85]. - The company will provide public shareholders with the opportunity to redeem shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[76]. - If the business combination is not consummated, the company may conduct redemptions without a shareholder vote under SEC tender offer rules[70]. - Shareholders can withdraw their redemption requests at any time up to the date of the shareholder meeting[88]. - The company must maintain net tangible assets of at least $5,000,001 to redeem public shares upon completion of the initial business combination[82]. - The company will not complete the initial business combination if the aggregate cash consideration for redemptions exceeds the cash available[82]. Financial Performance and Management - For the year ended November 30, 2024, the company reported a net income of $189,524, a significant decrease from $2,410,775 in the previous year, primarily due to lower interest income from marketable securities[163][164]. - Interest income on marketable securities for the year ended November 30, 2024, was $1,123,400, down from $4,082,917 in 2023, reflecting a decline in investment returns[163][168]. - Cash used in operating activities for the year ended November 30, 2024, was $431,473, compared to $677,442 in the previous year, indicating improved cash management despite lower net income[167][168]. - As of November 30, 2024, the company held marketable securities in the Trust Account valued at $3,186,602, which includes $359,676 of interest income net of unrealized losses[169]. - The company has no long-term debt or off-balance sheet arrangements as of November 30, 2024, indicating a conservative financial structure[175]. - Management has identified a material weakness in internal controls due to inadequate segregation of duties and insufficient written policies, impacting the effectiveness of financial reporting[192]. - The company expects to incur significant costs in pursuing acquisition plans and may need to raise additional capital to meet working capital needs[174]. Management and Governance - The board of directors includes experienced professionals with backgrounds in investment banking, technology, and e-commerce, enhancing the company's strategic direction[8]. - The company has established partnerships with key players in the fintech sector to leverage synergies and drive innovation[9]. - The management team is focused on enhancing shareholder value through strategic initiatives and operational improvements, aiming for a 25% increase in EBITDA over the next fiscal year[10]. - Mr. Jay McCarthy joined the board of directors, bringing over 22 years of investment management experience in Asia[210]. - Mr. Andrew Porter, with over 20 years in financial and fintech industries, joined the board in December 2022[211]. - The company has 8 directors and is not required to hold an annual meeting until one year after the first fiscal year end following its Nasdaq listing[214]. - The board has two standing committees: an audit committee and a compensation committee, both comprised solely of independent directors[215]. Market and Operational Insights - The company reported a significant increase in user engagement, with a 25% year-over-year growth in active users, reaching 5 million active users in the last quarter[1]. - Revenue for the last quarter was $150 million, representing a 30% increase compared to the previous quarter, driven by strong sales in the e-commerce segment[2]. - The company has set a revenue guidance of $600 million for the upcoming fiscal year, indicating a projected growth rate of 20%[3]. - New product launches are expected to contribute an additional $50 million in revenue over the next two quarters, with a focus on expanding the product line in the food technology sector[4]. - The company is actively pursuing market expansion in Southeast Asia, targeting a 15% market share in the region by the end of the next fiscal year[5]. - A strategic acquisition of a complementary technology firm is anticipated to close by Q2 2024, which is expected to enhance the company's technological capabilities and market reach[6]. - The company has invested $10 million in research and development for new technologies aimed at improving operational efficiency and customer experience[7].
Aura FAT Projects Acquisition p(AFAR) - 2024 Q4 - Annual Report