IPO and Fundraising - The company completed its IPO on January 24, 2025, raising total gross proceeds of $60,000,000 from the sale of 6,000,000 units at an offering price of $10.00 per unit[17]. - A private placement of 234,290 units was also completed on the same date, generating additional gross proceeds of $2,342,900[17]. - The proceeds from the IPO and private placement are intended to be used primarily for consummating a business combination and working capital[20]. - The company intends to use the proceeds from the IPO and Private Placement primarily for acquiring a target business and covering related expenses[108]. - The Company completed a private placement of 234,290 units at $10.00 per unit, generating total proceeds of $2,342,900[156]. - The underwriter received a cash underwriting discount of 1.5% of the gross proceeds of the IPO, amounting to $900,000, which could increase to $1,035,000 if the over-allotment is fully exercised[202]. - The Company has granted underwriters a 45-day option to purchase up to an additional 900,000 units to cover over-allotments, which expired unexercised[187]. Business Combination and Operations - The company has until January 22, 2026, to consummate its initial business combination, with the option to seek extensions if necessary[30]. - If the initial business combination is not completed by the deadline, the company will liquidate the Trust Account and redeem public shares for a pro rata portion of the funds held[31]. - The target business or businesses acquired must have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the definitive agreement execution[32]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business, with the possibility of acquiring less than 100% under certain conditions[33]. - The company may issue a significant amount of debt or equity securities to finance the acquisition, but currently has no specific business combination under consideration[33]. - The company has not selected any target business for its initial business combination, focusing initially on opportunities in Asia[102]. - The company has not engaged in any substantive discussions regarding potential business combinations as of the report date[54]. - If a business combination is not completed by January 22, 2026, the company faces mandatory liquidation and dissolution[116]. Financial Performance and Position - The company currently has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the Sponsor to fund operations[21]. - As of December 31, 2024, the company reported a net loss of $77,094, attributed entirely to formation and operating costs[110]. - The company had no cash and a working capital deficit of $252,128 as of December 31, 2024, with $1,007,756 held outside of the Trust Account post-IPO[111]. - The company has incurred significant costs associated with being a public entity and expects these to continue as it pursues its acquisition plans[114]. - The company has incurred deferred offering costs of $200,034, which includes $25,000 paid by the sponsor and $175,034 via a promissory note[148]. - Total current liabilities amounted to $252,128, which includes accounts payable and accrued expenses of $2,416 and a promissory note related party of $249,712[139]. - The Company has no off-balance sheet financing arrangements or long-term liabilities as of December 31, 2024[117][118]. - The Company reported a net loss of $77,094 for the period from January 18, 2024, through December 31, 2024, resulting in a basic and diluted net loss per ordinary share of $0.05[142]. Regulatory and Compliance Risks - The company may pursue a business combination with a PRC Target Company, which could involve risks related to PRC laws and regulations, particularly in restricted industries[37]. - The VIE structure may be used to consolidate financial results of the PRC Target Company, but it carries risks due to uncertainties in PRC law and potential enforcement issues[38]. - The company may need to comply with new PRC regulations regarding overseas listings, including filing procedures with the CSRC, which could impact its ability to list on U.S. exchanges[43]. - The recent regulatory environment in China poses risks that could materially affect the post-combination entity's operations and the value of its shares[45]. - The company may incur substantial costs to enforce VIE Agreements, and uncertainties in the PRC legal system could limit the ability to enforce these agreements[39]. - The Chinese government may intervene in operations, potentially affecting the value of securities and limiting the ability to offer securities to investors[46]. - Future regulatory changes in China could significantly limit the company's ability to offer securities or complete business combinations[52]. - The process of government review by CFIUS for foreign investments may be lengthy, potentially affecting the completion of business combinations[78]. Shareholder and Equity Information - The total number of Ordinary Shares held by insiders, including the Sponsor, is 1,734,290, representing 21.83% of the issued and outstanding shares of the company[22]. - The sponsor owns approximately 21.38% of the issued and outstanding shares of the company[76]. - The Company has authorized the issuance of 500,000,000 ordinary shares with a par value of $0.0001[204]. - The Company has classified ordinary shares subject to redemption as temporary equity, impacting the accounting treatment of these shares[177]. - Cash dividends on common stock will be paid in U.S. dollars and may be subject to a PRC withholding tax of up to 10% if the entity is considered a PRC tax resident[59]. - Dividends to shareholders will depend on payments from the VIE to the PRC subsidiary, subject to PRC regulations on currency conversion and remittance[55]. - The post-combination entity's indirect subsidiaries in China can only pay dividends from accumulated profits, which must comply with Chinese accounting standards[58]. - Each subsidiary in China is required to set aside at least 10% of after-tax profits annually to fund a statutory reserve until it reaches 50% of registered capital[58]. Accounting and Audit Considerations - The PCAOB currently cannot conduct inspections of accounting firms in the PRC without Chinese government approval, affecting audit quality assessments[60]. - Future U.S. laws, such as the Holding Foreign Companies Accountable Act, may restrict business combinations with companies that do not meet PCAOB standards[61]. - The Accelerating Holding Foreign Companies Accountable Act proposes to reduce the non-inspection years from three to two, impacting trading on U.S. exchanges[62]. - The PCAOB determined it has secured complete access to inspect registered public accounting firms in mainland China and Hong Kong as of December 15, 2022[69]. - The Company has not identified any critical accounting estimates that could materially affect its financial statements[121]. - The Company does not expect the adoption of new accounting standards to have a material impact on its financial statements[124]. - The Company is evaluating the impact of adopting ASU 2023-09 on its financial statements, although it does not expect any significant impact due to its tax-exempt status[185].
Columbus Acquisition Corp Unit(COLAU) - 2024 Q4 - Annual Report