IPO and Financing - The company completed its IPO on December 6, 2024, raising total gross proceeds of $86,250,000 from the sale of 8,625,000 units at an offering price of $10.00 per unit[17]. - A private placement of 244,250 units was also completed simultaneously, generating total proceeds of $2,442,500[18]. - A total of $86,250,000 from the IPO and an additional $2,442,500 from a private placement was deposited into a trust account for the benefit of public shareholders[73]. - The company intends to use funds held outside the trust account primarily for identifying and evaluating target businesses and performing due diligence[93]. - The company raised $86,250,000 from its public offering and $2,442,500 from private placements, contributing to a net cash provided by financing activities of $86,923,150[188]. - The company has broad discretion in applying the net proceeds from the IPO and private placements, primarily intended for consummating an initial business combination[191]. Business Operations and Strategy - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans for funding operations[20]. - The company intends to target businesses with enterprise values greater than the net proceeds from the IPO and private placement, which may require additional financing[36]. - The management team aims to create shareholder value by improving operational efficiency and pursuing organic growth and acquisitions[26]. - The company was formed as a blank check company with the purpose of effecting a merger or similar business combination, with no specific industry or geographic limitations[189]. - The company expects to incur significant costs in pursuit of a business combination, raising substantial doubt about its ability to continue as a going concern[176]. Business Combination and Shareholder Rights - The company must complete an initial business combination with a total fair market value of at least 80% of the trust account assets[21]. - The deadline to consummate the initial business combination is March 6, 2026, with a possible extension to June 6, 2026, if certain conditions are met[34]. - If the initial business combination is not completed by the deadline, the company will redeem 100% of public shares for a pro rata portion of the trust account funds[35]. - Public shareholders have the opportunity to redeem Class A ordinary shares at an anticipated price of $10.00 per share upon completion of the initial business combination[37]. - A public shareholder can redeem no more than 15% of the shares sold in the IPO without prior consent, which aims to discourage large block accumulations[42]. - The company will seek shareholder approval for the initial business combination, requiring a majority vote from attending shareholders[41]. - To achieve a quorum for the shareholder vote, an additional 1,096,542 public shares are needed, which is one-third of the shareholders entitled to vote[41]. Financial Performance - For the period from May 31, 2024, to December 31, 2024, the Company reported a net loss of $85,311, which included formation and operating costs of $300,435 and stock-based compensation of $53,754[86]. - As of December 31, 2024, the Company had cash of $533,006 and a working capital of $500,880[89]. - The Company incurred total transaction costs of $2,528,729 related to the IPO, including $1,078,125 in underwriting fees and $862,500 in deferred underwriting fees[88]. - The Company has not generated any revenue since its inception and does not expect to do so until after completing an initial business combination[85]. - As of December 31, 2024, total assets were reported at $87,174,318, with cash holdings of $533,006 and investments held in the Trust Account totaling $86,518,878[182]. - Total liabilities were recorded at $1,017,060, including accounts payable and accrued expenses of $121,039 and a deferred underwriting commission payable of $862,500[182]. - The basic and diluted net loss per share for Class A ordinary shares subject to possible redemption was reported at $(0.03)[184]. Management and Governance - The management team consists of two executive officers who will devote necessary time to the company's affairs until the initial business combination is completed[54]. - The current Chief Executive Officer, William W. Snyder, has extensive experience in corporate finance and has served in his role since June 2024[116]. - Chief Financial Officer Jia Peng has over a decade of experience in investment banking and has been with the company since June 2024[117]. - The company has established that a majority of its board must be composed of independent directors, with three current directors meeting this criterion[164]. - The board of directors consists of five members, divided into three classes, with terms expiring at different annual general meetings[125]. - The audit committee includes independent directors and is responsible for overseeing audits and compliance with applicable laws and regulations[129][130]. - The compensation committee is tasked with reviewing executive compensation policies and approving remuneration for executive officers[130][139]. Internal Controls and Compliance - Management assessed the effectiveness of internal controls over financial reporting and identified a material weakness due to inadequate segregation of duties and insufficient written policies[109]. - The company’s disclosure controls and procedures were deemed not effective as of December 31, 2024, due to identified weaknesses[105]. - There has been no change in internal control over financial reporting that materially affected its effectiveness during the reporting period[111]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[49]. - The company is classified as an emerging growth company under the JOBS Act, which affects the inclusion of an attestation report from independent auditors[110]. Compensation and Related Party Transactions - Mr. Snyder, the Chairman and CEO, receives a monthly cash compensation of $7,500 until the company completes an initial business combination[140]. - Ms. Peng, the CFO, has a monthly cash compensation of $5,000 under similar terms as Mr. Snyder[140]. - The company has adopted a clawback policy allowing the compensation committee to require reimbursement of erroneously awarded compensation following an accounting restatement[135][136]. - The company has established an insider trading policy applicable to executive officers to ensure compliance with trading regulations[137]. - After the initial business combination, directors may receive consulting or management fees, which will be disclosed to shareholders[142]. - The company has a policy for the approval of related party transactions, requiring audit committee review and approval for any such transactions[162].
Aifeex Nexus Acquisition Corp(AIFE) - 2024 Q4 - Annual Report