Financial Performance - For the fiscal year ending December 31, 2024, TechStar Acquisition Corporation reported a total loss of HKD 99,863,000, compared to a loss of HKD 99,849,000 in the previous year, indicating a slight increase in losses of 0.014%[5] - The company generated no revenue for the fiscal year 2024, consistent with the previous year[5] - Interest income decreased to HKD 2,000 from HKD 13,000, reflecting an 84.6% decline year-over-year[5] - The loss before tax expenses was approximately HKD 94,610,000, which includes professional fees related to the special purpose acquisition company (SPAC) merger of HKD 2,556,000 and employee costs of HKD 94,250,000[32] - The basic loss per share was calculated at approximately HKD 3.99, based on a weighted average of 25,000,000 shares outstanding[35] - The company recorded a total loss of approximately HKD 99.9 million during the reporting period, primarily due to expenses related to equity-settled share payments for Class B shares and warrants[51][56] Assets and Liabilities - Total current assets as of December 31, 2024, amounted to HKD 1,106,182,000, a significant increase from HKD 2,804,000 in 2023, primarily due to restricted bank deposits[7] - The company’s total liabilities increased to HKD 1,147,465,000 in 2024 from HKD 1,094,713,000 in 2023, representing a rise of 4.8%[7] - Cash and cash equivalents decreased to HKD 2,070,000 from HKD 2,804,000, a decline of 26%[9] - The company reported a net current liability and net debt of HKD 41,283,000 as of December 31, 2024, with a loss of HKD 99,863,000 for the year[27] - Restricted cash deposits amounted to HKD 1,001,000,000, held in a trust account, which is classified as current assets due to the requirement to complete the SPAC merger by December 23, 2025[36] - Accrued expenses totaled HKD 38,100,000, with interest payable of HKD 103,112,000, leading to total accrued liabilities of HKD 141,212,000[37] Business Combination and Future Plans - TechStar Acquisition Corporation announced a business combination agreement with Seyond Holdings Ltd. on December 20, 2024, aiming for a merger to facilitate the listing of the successor company[11] - The company expects to generate operational revenue only after the completion of the business combination transaction[12] - The company must ensure that the fair market value of the acquisition target accounts for at least 80% of the funds raised since its listing before any redemptions[15] - If the company fails to complete the acquisition within 36 months from the listing date, it will return funds to Class A shareholders within one month after the suspension of Class A shares[16] - The company has agreed to waive any rights to funds held in the escrow account if it fails to announce an acquisition within 24 months or complete it within 36 months[17] - The company plans to focus on technology companies in the new economy sector, including innovative technologies and advanced manufacturing, aligned with national economic trends[51] - The company anticipates that it will not generate any operational revenue until the completion of the SPAC merger transaction[56] Corporate Governance and Compliance - Financial statements are prepared in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance[18] - New or revised International Financial Reporting Standards will take effect from January 1, 2024, but are not expected to have a significant impact on the company's financial statements[19] - The company is committed to maintaining high standards of corporate governance, although it deviates from the guideline requiring separation of the roles of Chairman and CEO[75][76] - The audit committee, consisting of three independent non-executive directors, has reviewed the company's annual performance during the reporting period[81] - The financial statements for the reporting period have been audited by Hong Kong Lixin Dehao CPA Limited[82] Shareholder Information - There were no dividends declared or proposed for the year ending December 31, 2024, consistent with the previous year[34] - The annual general meeting of shareholders is scheduled for June 27, 2025[79] - The company will suspend the transfer of shares from June 24, 2025, to June 27, 2025, to determine shareholder voting rights[80] - The annual report containing all required information will be sent to shareholders and published on the Stock Exchange and the company's website[84] Securities and Investments - The total amount raised from the listing was HKD 1,001,000,000, which is held in a segregated trust account[14] - The company raised a total of HKD 1,001.0 million from the issuance of Class A shares and warrants on December 23, 2022[51] - The company has not made any significant investments or acquisitions during the reporting period[61] - The company has not utilized any proceeds from the sale of securities as of January 1, 2024[69] - Approximately HKD 40.0 million was received from the sale of warrants, and HKD 2.5 million from the issuance of Class B shares[70] - The company has no foreign currency exposure as there are no significant financial assets or liabilities denominated in currencies other than its functional currency[65] - The company has no plans for significant investments or capital assets beyond those mentioned[63] - The company has not engaged in any buybacks or redemptions of its listed securities during the reporting period[73] Warrants and Share Structure - The company has issued a total of 100,100,000 Class A shares and 50,050,000 warrants as of December 31, 2024[12] - The exercise price for the outstanding founder warrants is HKD 11.5, with a weighted average remaining contract term of 0.98 years[49] - The fair value of each founder warrant is estimated at HKD 1.8059 based on a Monte Carlo simulation model[49] - The fair value of the warrants was approximately HKD 2,503,000 as of December 31, 2024, unchanged from the previous year[41] - The company recognized share-based payment expenses related to B shares and founder warrants of approximately HKD 94,250,000 for the year[45] Merger Specifics - The merger with Seyond Holdings Ltd. is set to establish the company as a wholly-owned subsidiary post-merger[24] - The PIPE investment agreement was signed on December 20, 2024, allowing third-party investors to purchase shares in the successor company[25] - The target company, Seyond Holdings Ltd., was incorporated on November 4, 2016, under Cayman Islands law[26] - The company plans to issue warrants to the sponsors at an issue price of HKD 1.00 per warrant upon the completion of the offering[25] - The merger plan will be filed with the Cayman Islands Registrar in accordance with the business combination agreement[26] - The company aims to convert each B class share held by sponsors into one fully paid A class share[26] - A lock-up agreement regarding the shares held by the target company's shareholders will be established on December 20, 2024[26] - The successor company's shares will be listed on the main board of the Hong Kong Stock Exchange[25]
TECHSTARACQ-Z(07855) - 2024 - 年度业绩