IPO and Fundraising - The company completed its Initial Public Offering on June 20, 2024, raising gross proceeds of $160 million from the sale of 16 million Units at $10.00 per Unit[20]. - An additional $5 million was generated from the private sale of 5 million Private Placement Warrants at $1.00 each[21]. - A total of $160 million, including $157 million from the IPO and $3 million from the Private Placement, was placed in the Trust Account[22]. - The company has $164,407,016 available for a Business Combination as of December 31, 2024, before accounting for $6,600,000 in deferred underwriting fees and taxes[66]. - The company has $878,254 in proceeds held outside the Trust Account as of December 31, 2024, to fund costs associated with the dissolution plan[117]. - The company has access to approximately $164.4 million from the Initial Public Offering proceeds to cover potential claims and liquidation costs, estimated to be no more than $100,000[122]. - The company incurred $10,184,856 in IPO-related costs, including $3,000,000 in cash underwriting fees and $6,600,000 in deferred underwriting fees[181]. - The underwriting discount amounted to $0.20 per unit, totaling $3,000,000, with a deferred fee of $0.40 per Unit on other Units and $0.60 per Unit on over-allotment Units, aggregating $6,600,000[193]. Business Combination Plans - The company must complete its initial Business Combination by June 20, 2026, or face termination and distribution of Trust Account amounts[23]. - The company aims to complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[50]. - The company intends to focus on targets in retail finance, specialty finance, or financial technology sectors, referred to as "emerging finance"[69]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it secures at least 50% of the voting securities[53]. - The company has not yet selected a Business Combination target and has not initiated substantive discussions with any potential targets[69]. - The company may seek shareholder approval to extend the Combination Period if it cannot consummate its Initial Business Combination by June 20, 2026, which could reduce the amount held in the Trust Account[142]. - The company anticipates that its securities will be suspended from trading on Nasdaq and delisted if it does not consummate its Initial Business Combination by June 17, 2027[143]. - The company may continue to seek a Business Combination with a different target until the end of the Combination Period if the initial proposal is not completed[113]. Market Opportunities and Growth - The emerging finance sector is projected to grow significantly, with the digital lending market expected to increase from $453.32 billion in 2024 to $795.34 billion by 2029[25]. - The global fintech market is anticipated to reach approximately $882 billion, growing at a CAGR of about 17% from 2022 to 2030[25]. - The specialty finance market is estimated to be four times the size of the U.S. and European leveraged finance markets, indicating substantial growth potential[30]. - The transaction value of the digital payments market is expected to rise from $10.64 trillion in 2024 to $14.78 trillion by 2027, with a CAGR of 11.58%[32]. - The company aims to focus on sectors such as MSME finance, specialty finance, renewable energy financing, and digital payments for potential Business Combinations[28]. - The company plans to target entities with substantial growth opportunities and favorable market dynamics, including large unmet demand[43]. Financial Position and Reporting - The company generated net income of $4,209,339 from March 11, 2024, through December 31, 2024, primarily from dividend and interest income on marketable securities and cash held in the Trust Account[178]. - As of December 31, 2024, the Trust Account held marketable securities and cash totaling $164,407,016, primarily in money market funds[183]. - Cash used in operating activities from inception through December 31, 2024, was $545,234, with net income impacted by various factors including unrealized gains and formation costs[182]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[128]. - Financial statements of prospective target businesses will need to comply with GAAP or IFRS, which may limit the pool of potential candidates[131]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the initial Business Combination[133]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain thresholds are met[137]. - The company is classified as an "emerging growth company" and will remain so until certain revenue or market value thresholds are met[63]. Risks and Challenges - The company may face conflicts of interest due to its management team's ownership of Founder Shares and Private Placement Warrants[54]. - The company may seek additional funds through a private offering of debt or equity securities to complete its initial Business Combination, targeting businesses with enterprise values greater than the net proceeds from the Initial Public Offering[70]. - The time and costs associated with selecting and evaluating a target business are currently uncertain, and any costs incurred may reduce available funds for future Business Combinations[76]. - The company may not have the resources to diversify operations after the initial Business Combination, which could increase risks associated with being in a single line of business[77]. - There is no assurance that key personnel will remain in senior management positions after the Business Combination, and the future management's qualifications may not meet expectations[78]. - The company may face challenges in obtaining additional financing to complete its Initial Business Combination, which could impact its operations and profitability[139]. - The company may be affected by international economic and political uncertainties, which could limit the number of potential targets and adversely affect their financial performance[151]. - The company is facing competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[126]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their shares at a price equal to the amount in the Trust Account, including interest, prior to the completion of the initial Business Combination[91]. - The amount in the Trust Account was $10.28 per Public Share as of December 31, 2024[94]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, regardless of their voting stance[96]. - A quorum for the shareholder meeting requires at least one third of the issued and outstanding shares to be represented[99]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[107]. - If a shareholder vote is not required, the redemption offer will remain open for at least 20 business days[103]. - The transfer agent will charge a fee of approximately $100 for the redemption process[110]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to a pro rata share of the Trust Account[112].
Melar Acquisition Corp. I(MACI) - 2024 Q4 - Annual Report