Financial Performance - The company reported a net income of $142,457 for the three months ended March 31, 2025, compared to a net loss of $2,513,203 for the same period in 2024, indicating a significant turnaround[13] - Operating and formation costs decreased to $7,165 in Q1 2025 from $705,918 in Q1 2024, reflecting a reduction of approximately 99%[13] - The change in fair value of warrant liabilities showed a gain of $133,333 in Q1 2025, compared to a loss of $1,863,067 in Q1 2024, highlighting improved financial performance[13] - Basic and diluted net income per Class A redeemable ordinary share was $0.01 for Q1 2025, compared to a loss of $0.24 for Q1 2024[13] - For the three months ended March 31, 2025, the company reported a net income of $142,457, primarily from a change in the fair value of warrant liabilities[171] Assets and Liabilities - Total assets as of March 31, 2025, increased to $1,983,985 from $1,967,696 as of December 31, 2024, representing a growth of approximately 0.82%[11] - Total current liabilities increased to $37,337 as of March 31, 2025, from $30,172 as of December 31, 2024, marking an increase of approximately 23.5%[11] - Shareholders' deficit improved to $(170,670) as of March 31, 2025, from $(296,838) as of December 31, 2024, indicating a reduction of approximately 42.5%[11] - As of March 31, 2025, the Company had $1,983,985 in the Trust Account and a working capital deficit of $37,337[57] - The company had $0 held outside the Trust Account as of March 31, 2025, indicating reliance on Trust Account funds for future operations[170] Business Combination and Operations - The company has not commenced any operations as of March 31, 2025, and will not generate operating revenues until after completing its initial Business Combination[20] - The Company has entered into a Business Combination Agreement with Noventiq Holdings PLC, which includes a merger structure involving multiple entities[50] - The Company announced an Exchange Offer for global depositary receipts representing Noventiq ordinary shares, which expired on May 10, 2024[52] - The Company extended the deadline for consummating a business combination to March 20, 2024, during the June 2023 Extraordinary General Meeting[31] - The company has extended the deadline for consummating a business combination multiple times, with the latest extension pushing the date to December 31, 2025[162] Shareholder Activity - Shareholders redeemed 38,808,563 Class A ordinary shares for a total of $393,676,799, averaging approximately $10.14 per share during the December 2022 Extraordinary General Meeting[30] - In the June 2023 Extraordinary General Meeting, shareholders redeemed 771,499 Class A ordinary shares for a total of $8,085,078, averaging approximately $10.48 per share[33] - Following the June 2023 meeting, the Company had 10,244,938 Class A ordinary shares issued and outstanding, with 419,938 shares subject to possible redemption[34] - Shareholders redeemed 83,349 Class A ordinary shares for a total of $911,508, averaging approximately $10.94 per share during the February 2024 Extraordinary General Meeting[36] Nasdaq Compliance and Delisting - The Company received a notice from Nasdaq regarding potential delisting due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[43] - Nasdaq granted the Company an exception to its listing deficiencies until June 17, 2024, allowing time to close its initial business combination[45] - Nasdaq determined to delist the Company's securities effective June 25, 2024, due to non-compliance with IM-5101-2 and failure to meet the minimum requirement of 500,000 publicly held shares[47][48] - The Company's shares were suspended from trading on August 14, 2024, and a Form 25-NSE was filed with the SEC to formally remove the Company's securities from Nasdaq[49] Financial Concerns and Going Concern - Management believes the Company will not have sufficient working capital to meet its needs through the consummation of a Business Combination[58] - The Company has raised concerns regarding its ability to continue as a going concern due to negative financial trends and a working capital deficiency[59] - Management has raised substantial doubt about the company's ability to continue as a going concern for one year following the issuance of the financial statements due to negative financial trends[169] Securities and Warrants - The Company accounts for its securities held in the Trust Account as trading securities, with unrealized gains or losses recognized through other income[64] - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[75] - The fair value of the Public Warrants as of March 31, 2025, is approximately $133,333, down from $266,667 as of December 31, 2024[133] - The Company’s Public Warrants are redeemable if the closing price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30-trading day period[115] Administrative and Operational Costs - The company incurred $0 in administrative service fees for the years ended 2024 and 2023, with a total of $960,000 agreed to be paid until the completion of the initial Business Combination[95] - The company incurred $0 in administrative fees during the three months ended March 31, 2025, as the Sponsor waived its right to receive any outstanding payments[181] - The company has not recognized any unrecognized tax benefits as of March 31, 2025, and December 31, 2024, and does not expect significant changes in unrecognized tax benefits over the next twelve months[78] Miscellaneous - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[72] - The Company has not experienced losses on cash accounts that may exceed the Federal Deposit Insurance Corporation coverage of $250,000 as of March 31, 2025[70] - The Company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies[73] - The Company has agreed to certain transfer restrictions on its Founder Shares, which cannot be transferred until certain conditions are met following a Business Combination[88] - The Company adopted ASU 2016-13 effective January 1, 2023, with no impact on its financial statements as it does not have financial assets within the scope of the guidance[206]
Corner Growth Acquisition (COOL) - 2025 Q1 - Quarterly Report