IPO and Financial Proceeds - 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]. - A total of $160 million, including $157 million from the IPO and $3 million from a 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 generated net income of $4,209,339 for the period from March 11, 2024, to December 31, 2024, primarily from dividend and interest income on marketable securities and cash held in the Trust Account[178]. - The Initial Public Offering (IPO) raised gross proceeds of $160,000,000 from the sale of 16,000,000 units at $10.00 per unit, including a partial over-allotment option[180]. - As of December 31, 2024, the Trust Account held marketable securities and cash totaling $164,407,016, primarily consisting of money market funds[183]. - 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]. Business Combination Strategy - The company must complete its initial Business Combination by June 20, 2026, or it will terminate and distribute the 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 sectors such as MSME finance, specialty finance, renewable energy financing, and digital payments for potential Business Combinations[28]. - 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 acquires 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 to raise 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 company may pursue an initial Business Combination with an affiliated company, provided an independent valuation opinion is obtained to ensure fairness[74]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[113]. Market Opportunities - The digital lending market was valued at $453.32 billion in 2024 and is expected to reach $795.34 billion by 2029, indicating significant growth potential[25]. - The global fintech market is projected to grow to approximately $882 billion with a CAGR of about 17% from 2022 to 2030[25]. - The specialty finance market is estimated to be about four times the size of the U.S. and European leveraged finance markets, presenting substantial investment opportunities[30]. - The transaction value of the digital payments market is expected to reach $10.64 trillion in 2024 and $14.78 trillion by 2027, with a CAGR of 11.58%[32]. - The unmet demand for credit from micro- and small enterprises in emerging markets was estimated at $5 trillion in 2020, highlighting a significant investment opportunity[26]. Management and Governance - The Management Team has over 100 years of combined financial experience, enhancing the company's ability to identify and execute successful Business Combinations[35]. - The company’s management team has extensive experience in sourcing, structuring, and acquiring businesses across various industries[50]. - The board includes experienced directors with backgrounds in finance, investment, and corporate governance, enhancing the company's strategic direction[209-216]. - Edward Lifshitz, the Chief Financial Officer, is the father of Eric Lifshitz, the Chief Operating Officer, indicating a family relationship within the executive team[217]. Shareholder and Redemption Rights - Shareholder approval may be sought for the initial Business Combination if required by law or stock exchange listing requirements, but the company may also conduct redemptions without a shareholder vote[81]. - The company will provide Public Shareholders the opportunity to redeem their shares at a per-share price equal to the amount in the Trust Account, including interest, prior to the completion of the initial Business Combination[91]. - Public Shareholders will have the opportunity to redeem their Public Shares either through a general meeting or a tender offer[96]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[107]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the Trust Account[112]. - The estimated per-share redemption amount upon dissolution is approximately $10.28, before taxes payable, as of December 31, 2024[118]. Risks and Challenges - The company may face conflicts of interest due to its management team’s obligations to other entities when pursuing Business Combination opportunities[55]. - 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 is facing competition from other SPACs, private equity groups, and public companies in identifying target businesses for the initial Business Combination[126]. - The company is subject to various risks, including the potential inability to select a suitable business target and complete the Initial Business Combination within the Combination Period[139]. - The company may face increased costs and risks if it attempts to complete multiple Business Combinations simultaneously[140]. - The company may be impacted by international economic and political uncertainties, which could affect its ability to identify potential targets for acquisition[151]. Compliance and Reporting - 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 potential acquisition candidates[131]. - The company will evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[132]. - 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 an "emerging growth company" and will remain so until certain revenue or market value thresholds are met[63]. - 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 does not expect its disclosure controls to prevent all errors and instances of fraud, providing only reasonable assurance[202]. - There were no changes in internal control over financial reporting reported[204].
Melar Acquisition Corp. I(MACIU) - 2024 Q4 - Annual Report