IPO and Fundraising - The company completed its initial public offering on June 26, 2020, raising gross proceeds of $40 million from the sale of 4,000,000 units at $10.00 per unit[30]. - A total of $46 million is currently held in the trust account for the benefit of public stockholders, following additional sales and private placements[33]. - The company plans to raise additional funds through a private offering of debt or equity securities in connection with its initial business combination[45]. - The company raised gross proceeds of $40,000,000 from its Initial Public Offering on June 26, 2020, which was placed in a trust account[216]. - The net proceeds of $6,000,000 were deposited into the Trust Account, increasing the total in the Trust Account to $46,000,000[218]. Business Strategy and Target Acquisition - The company primarily targets middle-market growth businesses with an enterprise value between $200 million and $300 million, aiming for significant revenue and earnings growth[28]. - The company seeks to acquire businesses with strong technological capabilities and significant growth potential in sectors such as software, clean energy, and healthcare[31]. - The management team emphasizes the importance of long-term revenue visibility and strong free cash flow generation in target companies[31]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interest or assets of the target business[55]. - The Business Combination must involve target businesses with a fair market value of at least 80% of the Trust Account balance at the time of signing[222]. Financial Performance - For the year ended December 31, 2022, the company reported a net loss of $967,614, with operating costs amounting to $1,202,399[135]. - The company reported a net loss of $967,614 for the year ended December 31, 2022, compared to a net loss of $599,127 for the year ended December 31, 2021, representing an increase in loss of approximately 61.5%[204]. - Operating costs for the year ended December 31, 2022, were $1,202,399, which is an increase of 79.1% from $670,916 in 2021[204]. - The company had current liabilities of $3,965,850 as of December 31, 2022, compared to $1,934,930 as of December 31, 2021, indicating a 105.5% increase in liabilities[201]. - Cash and cash equivalents at the end of 2022 were $6,110,807, up from $283,403 at the end of 2021, reflecting a significant increase in liquidity[209]. Trust Account and Redemption Rights - The company may redeem public shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[65]. - The target business or businesses must have a collective fair market value equal to at least 80% of the value of the trust account at the time of the agreement[54]. - Following shareholder redemptions, the trust account had approximately $4.4 million remaining, with a pro rata portion of about $10.77 per public share[90]. - If the initial business combination is not completed by the deadline, the company will distribute the remaining funds in the trust account to public shareholders[91]. - The estimated per-share redemption amount upon dissolution, excluding interest, would be approximately $10.46, but this may be reduced due to creditor claims[98]. Management and Internal Controls - The management team has extensive operational experience across various sectors, including corporate financing, biopharmaceuticals, and information technology, which aids in identifying acquisition opportunities[26]. - Management assessed the effectiveness of internal control over financial reporting and identified a material weakness related to complex financial instruments accounting as of December 31, 2022[167]. - The company plans to enhance internal controls and processes to better evaluate complex accounting standards, although no assurance can be provided regarding the effectiveness of these initiatives[168]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[170]. - The company maintains disclosure controls to ensure timely and accurate reporting of required information to the SEC[165]. Risks and Competition - The company may face risks associated with a lack of business diversification after the initial business combination[57]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[108]. - The company is subject to substantial doubt about its ability to continue as a going concern if it cannot raise additional funds by March 23, 2023[195]. Shareholder Matters - Shareholders have approved multiple extensions for the business combination period, with the latest extension allowing until April 23, 2023[41]. - The company has agreed to waive redemption rights for initial shareholders regarding founder shares and private units if the initial business combination is not completed by April 23, 2023[93]. - Shareholders who elect to redeem their shares must tender their certificates or deliver their shares electronically prior to the expiration date set forth in the tender offer documents[81]. - If the business combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[85]. - The company has conducted multiple shareholder votes to approve extensions, with the latest extension involving a deposit of $21,350, representing $0.0525 per public ordinary share[90].
BRILLIANT ACQUIS(BRLIR) - 2022 Q4 - Annual Report