IPO and Financing - The company completed its Initial Public Offering on November 12, 2024, raising gross proceeds of $126.5 million from the sale of 12,650,000 Units at $10.00 per Unit[27]. - An additional $5.145 million was raised through the private sale of 5,145,722 Private Placement Warrants, with each warrant exercisable at $11.50 per share[28]. - A total of $126,879,500 from the IPO and Private Placement proceeds has been placed in a Trust Account[29]. - The company has approximately $127.16 million available for a Business Combination as of December 31, 2024, excluding deferred fees and taxes[59]. - The Trust Account held $127,163,421 as of December 31, 2024, equating to approximately $10.05 per Public Share before taxes payable[84]. - The company generated gross proceeds of $126,500,000 from its Initial Public Offering by selling 12,650,000 Units at a price of $10.00 per Unit[156]. - A total of $126,879,500 was placed in the Trust Account after the IPO and Private Placement, with $7,538,114 incurred in related costs[170]. - As of December 31, 2024, the company had cash and marketable securities of $127,163,421 in the Trust Account, which includes $283,921 of interest income[172]. - The company had cash of $1,368,608 held outside the Trust Account as of December 31, 2024, primarily used for evaluating target businesses and due diligence[173]. Business Combination Strategy - The company must complete its initial Business Combination by November 12, 2026, which is 24 months from the IPO closing date[30]. - The company may pursue a Business Combination with an enterprise value of less than $1 billion, but is open to acquiring businesses of any size poised for growth[24]. - The company aims to acquire established businesses with valuations below $1 billion, positive EBITDA, and sustainable cash flows[50]. - The acquisition strategy focuses on businesses in consumer goods, gaming and leisure, and industrial manufacturing, leveraging the management team's sector expertise[50]. - The company seeks to complete its initial Business Combination with a target business that has a leading or niche market position, demonstrating competitive advantages[50]. - The company plans to structure the initial Business Combination to ensure post-transaction ownership of at least 50% of the target's voting securities[52]. - The company intends to utilize a combination of cash, debt, and equity securities for the initial Business Combination, providing flexibility in structuring the deal[59]. - The company may pursue additional mergers and acquisitions post-initial Business Combination to generate attractive risk-adjusted returns for shareholders[44]. - The company acknowledges potential conflicts of interest among its management team and directors regarding Business Combination opportunities[53]. - The company may seek additional financing for its initial Business Combination if the cash portion of the purchase price exceeds the amount available from the Trust Account[62]. - The company intends to target businesses with enterprise values greater than what can be acquired with the net proceeds of the Initial Public Offering and Private Placement[62]. - The management team has developed a broad network of contacts and corporate relationships, which is expected to provide a substantial number of potential initial Business Combination targets[67]. - The company has not contacted any previously considered target businesses but may do so if deemed attractive to shareholders[69]. - The company may engage finders to identify potential target businesses, with fees typically tied to the completion of a transaction[65]. - The company may continue to seek a Business Combination with a different target if the initial proposed Business Combination is not completed[104]. Shareholder Rights and Redemption - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent, to prevent large block accumulations[97]. - The company will provide Public Shareholders the opportunity to redeem their Public Shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[87]. - A quorum for the shareholder meeting will require at least one third of the issued and outstanding Ordinary Shares to be represented, with 3,487,534 Public Shares (31.7% of 11,000,000) needed for an Ordinary Resolution approval[90]. - If a Special Resolution is required, 5,991,690 Public Shares (54.47% of 11,000,000) must be voted in favor for the initial Business Combination to be approved[90]. - The amount in the Trust Account will be distributed to investors who redeem their Public Shares, not reduced by the Deferred Fee to underwriters[84]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to the transfer agent prior to the redemption deadline[95]. - A nominal fee of approximately $100 may be charged by the transfer agent for the delivery of shares, which may be passed on to the redeeming holder by the broker[101]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[103]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash, and all Public Shares submitted for redemption will be returned[96]. Management and Governance - The Management Team has a track record of successfully closing five SPAC Business Combinations, enhancing their ability to identify and complete a Business Combination[25]. - The Management Team is led by CEO B. Luke Weil and CFO George Peng, with support from Advisor Lorne Weil[30]. - B. Luke Weil has been the Chief Executive Officer since July 2024 and has extensive experience in corporate development, previously serving as CEO of multiple acquisition corporations[201]. - George Peng has served as Chief Financial Officer since July 2024, with prior experience in financial roles at various companies, including a SPAC that acquired Ensysce Biosciences, Inc.[205]. - Marjorie (Maya) Hernandez has been the Treasurer and Director of Business Development since July 2024, with a background in currency strategy and macroeconomic analysis[206]. - The Board of Directors consists of four members, divided into three classes, with terms expiring at different annual general meetings[215]. - The Audit Committee is composed of independent directors, including Mr. Orellana as chairman, and all members are financially literate[220][221]. - The company has no material legal proceedings involving any director or executive officer[214]. - The Advisor, A. Lorne Weil, assists in sourcing and negotiating potential business combination targets without any formal advisory agreement[212]. - There are no family relationships among the directors and executive officers, except for Lorne Weil being the father of CEO Luke Weil[213]. Financial Performance and Risks - The company reported a net income of $116,890 for the period from July 3, 2024, through December 31, 2024, primarily from interest earned on marketable securities[167]. - The company incurred operating expenses of $167,031 during the same period, which included costs related to being a public company[167]. - The company has not paid any cash dividends on its Ordinary Shares and does not intend to do so prior to completing its initial Business Combination[152]. - The company has not engaged in any operations or generated revenues to date, focusing instead on organizational activities and identifying a target for a Business Combination[166]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[117]. - The company is subject to risks related to international economic and political relationships, which could adversely affect its ability to identify potential targets for Business Combinations[141]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but remains vulnerable to such risks[145]. - The company may face risks related to its status as a blank check company, including challenges in selecting a suitable business target and potential conflicts of interest among its officers and directors[129]. - The company may need to liquidate investments held in its Trust Account to avoid being deemed an investment company under the Investment Company Act, which could reduce the amount available for Public Shareholders upon redemption[135]. - The company has no outstanding Working Capital Loans as of December 31, 2024, and any future loans may be convertible into warrants at the lender's option[175]. - The company may need additional financing to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[176]. Compliance and Regulatory Matters - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to Exchange Act regulations[122]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[121]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 30 years, exempting it from taxes on profits, income, gains, or appreciations[123]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies, allowing for extended transition periods[125]. - The company will remain an emerging growth company until it achieves total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[126]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements until certain market value or revenue thresholds are met[127]. - The Audit Committee has adopted a charter detailing its principal functions, including oversight of financial statement integrity and compliance with legal requirements[222]. - The committee is responsible for pre-approving all audit and non-audit services provided by the independent registered public accounting firm[222]. - Annual reviews of the independent registered public accounting firm's internal quality-control procedures are mandated, including any material issues raised in the last five years[222]. - The committee meets to review annual and quarterly financial statements with management and the independent registered public accounting firm[222]. - Related party transactions must be reviewed and approved by the committee prior to entering into such transactions[222]. - The committee reviews legal, regulatory, or compliance matters with management and legal advisors as appropriate[222]. - The committee advises the Board if the SEC Clawback Rule is triggered due to financial statement restatements[222].
Willow Lane Acquisition Corp.(WLAC) - 2024 Q4 - Annual Report