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Finnovate Acquisition Corp.(FNVTU) - 2024 Q4 - Annual Report
FNVTUFinnovate Acquisition Corp.(FNVTU)2025-06-05 12:15

IPO and Fundraising - The company completed its Initial Public Offering on November 8, 2021, selling 15,000,000 Units at 10.00perUnit,generatinggrossproceedsof10.00 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,whichwasplacedinaTrustAccount[23][25].−Thecompanyhasplaced175,950,000, 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 11.79perPublicShareasofDecember31,2024[131].−Thecompanyhasaccessto11.79 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].−ThecompanyhasnotpaidanycashdividendsonitsOrdinarySharestodateanddoesnotintendtodosopriortothecompletionofitsinitialBusinessCombination[149].BusinessCombinationandExtensions−OnMay8,2023,shareholdersapprovedthe2023Extension,allowingthecompanytoextendthedeadlineforitsinitialBusinessCombinationtoMay8,2024,with12,626,668ClassAOrdinarySharesredeemedforapproximately100,000[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 800,000,000tobepaidentirelyinnewlyissuedordinarysharesofPubco[39][40].−ThedeadlinefortheReorganizationhasbeenextendedfromSeptember30,2023,toJuly20,2024[63].−TheOutsideDatefortheBusinessCombinationhasbeenextendedfromMarch31,2025,toJuly31,2025[65].−ThecompanyhasuntilNovember8,2025,tocompleteaBusinessCombination,followingtheapprovaloftheFourthExtensionAmendment[203].ShareholderActionsandRedemptions−ThecompanyheldanextraordinarygeneralmeetingonMay2,2024,whereshareholdersredeemed2,374,826ClassAordinarysharesforapproximately800,000,000 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 16.16millionduringtheNovember2024EGM[33].−Shareholdersholding856,543ClassAordinarysharesexercisedtheirrighttoredeemsuchsharesforaprorataportionofthefundsintheTrustAccount[80].−TheMay2024EGMresultedintheredemptionof2,374,826ClassAordinarysharesatapproximately16.16 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].−TheMay2025EGMresultedintheredemptionof742,834ClassAordinarysharesatapproximately26,907,976[172]. - The May 2025 EGM resulted in the redemption of 742,834 Class A ordinary shares at approximately 12.18 per share, totaling about 9.0million[174].FinancialPerformanceandReporting−AsofDecember31,2024,thecompanyreportedanetlossof9.0 million[174]. Financial Performance and Reporting - As of December 31, 2024, the company reported a net loss of 215,486, primarily due to 1,622,093information,general,andadministrativeexpenses,offsetby1,622,093 in formation, general, and administrative expenses, offset by 1,406,607 in interest earned[188]. - The company had cash outside the Trust Account of 769availableforworkingcapitalneedsasofDecember31,2024,withallremainingcashheldintheTrustAccount[190].−FortheyearendedDecember31,2024,thecompanyutilized769 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 43,065,870inredemptionpayments[192].−Thecompanyisrequiredtofileannual,quarterly,andcurrentreportswiththeSEC,includingauditedfinancialstatements[121].−ThecompanyhasidentifiedamaterialweaknessinitsinternalcontroloverfinancialreportingasofDecember31,2024,whichcouldadverselyaffectinvestorconfidenceandoperationalresults[132].RegulatoryandComplianceMatters−TheBusinessCombinationrequiresapprovalfromboththeshareholdersoftheCompanyandScage[54].−TheCompanymusthaveconsolidatednettangibleassetsofatleast43,065,870 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 1.235billionoramarketvalueexceeding1.235 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].