Financial Performance - For the six months ended June 30, 2023, the company reported a net income of $832,920, which included interest income of $2,815,113 and a loss from the change in the fair value of warrants of $520,778[140]. - The company had a loss from operations of $882,337 for the six months ended June 30, 2023, primarily due to formation and operating costs[140]. - As of June 30, 2023, the company had cash held in the trust account amounting to $33,221,746, with interest income of $6,257,607 earned from the trust account for the three and six months ended June 30, 2023[138][147]. - As of June 30, 2023, the company had cash of $393,057 held outside the trust account, which may not be sufficient to operate until the end of the Combination Period[156]. - The company has substantial doubt about its ability to continue as a going concern due to uncertainty regarding new financing and mandatory liquidation if an initial business combination does not occur[159]. Initial Public Offering - The company completed its initial public offering on March 2, 2021, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit[133]. - An additional $45 million was generated from the full exercise of the underwriters' over-allotment option on March 10, 2021[135]. - The company will pay a cash fee of 3.5% of the gross proceeds of its initial public offering ($12,075,000) to an advisor for services related to the initial business combination[163]. Business Combination and Financing - The company plans to use substantially all funds in the trust account to complete its initial business combination, with remaining proceeds allocated for working capital[150]. - A promissory note of up to $900,000 was issued to the sponsor on March 3, 2023, to support the extension of the business combination deadline to December 2, 2023[146]. - The company anticipates needing additional financing to complete its initial business combination or to cover potential redemptions of public shares[154]. - The company redeemed $318,435,861 from the trust account for stockholders who exercised their redemption rights, resulting in 3,208,534 public shares outstanding[137]. Accounting and Financial Reporting - The company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities, as well as income and expenses[164]. - The company is reviewing the impact of the recently issued ASU 2020-06 on its financial statements, effective January 1, 2024[171]. - The company has not experienced any material effects from recently issued accounting pronouncements that are not yet effective[172]. - The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks[166]. - The company has issued 11,796,667 common stock warrants, classified as derivative warrant liabilities, which are measured at fair value and subject to re-measurement at each balance sheet date[167]. - The company has not engaged in any off-balance sheet arrangements as of June 30, 2023[160]. Risks and Uncertainties - Various factors, including economic uncertainty and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[173].
TWELVE SEAS INVE(TWLVU) - 2023 Q2 - Quarterly Report