IPO and Fundraising - The company completed its Initial Public Offering on November 8, 2021, selling 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $172,500,000[23]. - An additional 2,250,000 Units were sold due to the underwriters' full over-allotment exercise, bringing total gross proceeds to $175,950,000, which was placed in a Trust Account[23][25]. - The company has placed $175,950,000 in its Trust Account from the Initial Public Offering, with a pro rata redemption price expected to be approximately $11.79 per Public Share as of December 31, 2024[131]. - The company has access to $769,000 from funds outside the Trust Account to cover potential claims, with estimated liquidation costs around $100,000[108]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination[149]. Business Combination and Extensions - On May 8, 2023, shareholders approved the 2023 Extension, allowing the company to extend the deadline for its initial Business Combination to May 8, 2024, with 12,626,668 Class A Ordinary Shares redeemed for approximately $132.6 million[30]. - The company entered into a Business Combination Agreement with Scage Future on August 21, 2023, with an Aggregate Merger Consideration Amount of $800,000,000 to be paid entirely in newly issued ordinary shares of Pubco[39][40]. - The deadline for the Reorganization has been extended from September 30, 2023, to July 20, 2024[63]. - The Outside Date for the Business Combination has been extended from March 31, 2025, to July 31, 2025[65]. - The company has until November 8, 2025, to complete a Business Combination, following the approval of the Fourth Extension Amendment[203]. Shareholder Actions and Redemptions - The company held an extraordinary general meeting on May 2, 2024, where shareholders redeemed 2,374,826 Class A ordinary shares for approximately $26.9 million[32]. - On November 6, 2024, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $16.16 million during the November 2024 EGM[33]. - Shareholders holding 856,543 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account[80]. - The May 2024 EGM resulted in the redemption of 2,374,826 Class A ordinary shares at approximately $11.33 per share, totaling about $26,907,976[172]. - The May 2025 EGM resulted in the redemption of 742,834 Class A ordinary shares at approximately $12.18 per share, totaling about $9.0 million[174]. Financial Performance and Reporting - As of December 31, 2024, the company reported a net loss of $215,486, primarily due to $1,622,093 in formation, general, and administrative expenses, offset by $1,406,607 in interest earned[188]. - The company had cash outside the Trust Account of $769 available for working capital needs as of December 31, 2024, with all remaining cash held in the Trust Account[190]. - For the year ended December 31, 2024, the company utilized $41,518,959 in financing activities, primarily due to $43,065,870 in redemption payments[192]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[121]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2024, which could adversely affect investor confidence and operational results[132]. Regulatory and Compliance Matters - The Business Combination requires approval from both the shareholders of the Company and Scage[54]. - The Company must have consolidated net tangible assets of at least $5,000,001 at the time of Closing[55]. - The Business Combination is subject to various closing conditions, including applicable exchange listing approvals[80]. - Nasdaq notified the Company of non-compliance with listing rules, leading to a delisting notice on November 8, 2024, with trading suspended on November 12, 2024[179]. - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value exceeding $700 million[126]. Operational Status and Future Plans - The company is not currently engaged in any substantive commercial business following its Initial Public Offering[84]. - The company has not commenced any operations and will not generate operating revenues until after the completion of an initial Business Combination[187]. - The company plans to conduct extensive due diligence on prospective target businesses, including meetings with management and facility inspections[89]. - The company has not encountered any material cybersecurity incidents since its Initial Public Offering, although it remains vulnerable to such risks[141]. - The company has the flexibility to use cash, debt, or equity securities for the initial Business Combination[93]. Risks and Challenges - The company faces intense competition from established entities and other blank check companies for acquisition opportunities, which may limit its financial resources[116]. - Certain executive officers and directors may have fiduciary duties to other entities, potentially limiting the company's acquisition opportunities[117]. - The company may face challenges in completing its initial Business Combination due to potential conflicts of interest and the need for additional financing[129]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[130]. - Changes in international trade policies and tariffs could adversely affect the company's search for an initial Business Combination target[134].
Finnovate Acquisition Corp.(FNVTU) - 2024 Q4 - Annual Report