Financial Position - Total assets as of March 31, 2025, amount to $211,384, with current assets of $25,000[11] - The total liabilities amount to $229,206, leading to a shareholder's deficit of $17,822[12] - As of March 31, 2025, the Company had cash of $25,000 and a working capital deficit of $204,206[36] - The Company has no long-term debt or capital lease obligations as of March 31, 2025[113] - The Company has no off-balance sheet arrangements or obligations as of March 31, 2025[112] Initial Public Offering (IPO) - The company completed its Initial Public Offering on May 27, 2025, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units[26] - The Company completed its Initial Public Offering on May 27, 2025, selling 23,000,000 Units at a price of $10.00 per Unit, totaling $230,000,000, including the full exercise of the underwriters' over-allotment option of 3,000,000 units[62] - On May 27, 2025, the company completed its Initial Public Offering (IPO) of 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000[95] - The company also sold 660,000 Private Placement Units at $10.00 per unit, generating additional gross proceeds of $6,600,000[96] - An aggregate of $230,000,000 from the IPO proceeds was placed in the trust account, with total offering costs amounting to $14,320,654[125] Financial Performance - The company reported a net loss of $42,822 for the period from January 7, 2025, through March 31, 2025, resulting in a basic and diluted net loss per share of $0.01[14] - Cash flows from financing activities provided $25,000, while cash flows from operating activities resulted in a net loss of $42,822[21] - The company had a net loss of $42,822 for the period from January 7, 2025 (inception) through March 31, 2025, primarily due to general and administrative costs[104] Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial Business Combination[25] - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying a target company for a business combination[103] - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[102] Shareholder Information - The company has 7,665,900 Class B ordinary shares issued and outstanding, with no Class A shares issued[12] - The Company has authorized a total of 500,000,000 Class A ordinary shares, with none issued or outstanding as of March 31, 2025[81] - The Company has authorized a total of 50,000,000 Class B ordinary shares, with 7,665,900 shares issued and outstanding as of March 31, 2025[82] - The weighted average number of ordinary shares outstanding was reduced by 999,900 shares that would have been subject to forfeiture had the over-allotment option not been exercised[59] Financing and Loans - The Company has an unsecured promissory note from the Sponsor for up to $300,000 to satisfy liquidity needs until March 31, 2025[36] - The Sponsor may provide Working Capital Loans up to $2,500,000, which can be converted into units of the post-Business Combination entity at a price of $10.00 per unit[38] - The Company does not believe it will need to raise additional funds to meet operating expenditures prior to the initial Business Combination[39] - The Sponsor agreed to loan the Company up to $300,000 for Initial Public Offering expenses, with $104,880 borrowed as of March 31, 2025[71] - The Company may convert up to $2,500,000 of Working Capital Loans into private placement units at a price of $10.00 per unit[72] Underwriting and Fees - Transaction costs related to the Initial Public Offering totaled $14,320,654, including $4,600,000 in cash underwriting fees[27] - The underwriters received a cash underwriting discount of $0.20 per unit, amounting to $4,600,000 in total[78] - The deferred underwriting discount payable to underwriters is $0.40 per unit, totaling $9,200,000, contingent on the completion of the Initial Business Combination[79] - The underwriters exercised their over-allotment option to purchase an additional 3,000,000 units at a price of $10.00 per unit, totaling $30,000,000[77] - The underwriters received a total underwriting discount of $4,600,000, with $2,300,000 paid in cash and $2,300,000 used to purchase private placement units[114] Accounting and Controls - The Company has not recognized any unrecognized tax benefits as of March 31, 2025, and its tax provision was zero for the period presented[55] - The Company recorded share-based compensation in accordance with FASB ASC Topic 718, recognizing all forms of share-based payments at their fair value on the grant date[56] - The company has not disclosed any critical accounting estimates as of March 31, 2025[115] - There were no changes in internal control over financial reporting during the fiscal quarter that materially affected the company's reporting[119] - The company’s disclosure controls and procedures were deemed effective as of the end of the quarterly period ended March 31, 2025[118] Risk Factors - There have been no material changes to the risk factors disclosed in the final prospectus for the initial public offering[122] - The company intends to apply substantially all net proceeds from the IPO and private placement toward consummating a business combination[124] - The SEC declared the registration statement for the IPO effective on May 22, 2025[123]
Cal Redwood Acquisition Corp Unit(CRAQU) - 2025 Q1 - Quarterly Report