IPO and Financial Proceeds - The company completed its Initial Public Offering on November 8, 2021, raising gross proceeds of $172.5 million from the sale of 15 million Units at $10.00 per Unit and an additional 2.25 million Units from the underwriters' over-allotment option [151][152]. - The company generated gross proceeds of $172,500,000 from the sale of 17,250,000 Units at a price of $10.00 per Unit during its Initial Public Offering on November 8, 2021 [179]. - As of November 2, 2023, $175.95 million from the IPO proceeds was placed in a Trust Account, which was invested only in U.S. government securities or money market funds [153]. - As of March 31, 2025, approximately $10.42 million of the Initial Public Offering proceeds and interest earned were held in the Trust Account [179]. Shareholder Redemptions - At the 2023 EGM, shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $132.62 million, at a redemption price of about $10.50 per share [157]. - The company held an extraordinary general meeting on May 2, 2024, where shareholders redeemed 2,374,826 Class A ordinary shares for approximately $26.91 million at a redemption price of about $11.33 per share [162]. - At the November 2024 EGM, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $16.16 million at a redemption price of about $11.68 per share [163]. - The company held a May 2025 EGM where shareholders redeemed 742,834 Class A ordinary shares for approximately $9.0 million at a redemption price of about $12.18 per share [164]. Business Combinations and Investments - The company completed the Scage Business Combination on June 27, 2025, with the company surviving as a wholly owned subsidiary of Scage [150]. - The company entered into an Investment Agreement with Sunorange on April 27, 2023, which included the acquisition of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants [154]. - Following the Sunorange Investment, the company had $1.2 million deposited into the Trust Account to support the 2023 Extension as of March 31, 2025 [156]. Financial Position and Income - As of March 31, 2025, the company had a net income of $75,299, consisting of $81,092 in interest earned and $5,793 in operating expenses [174]. - The company had cash outside the Trust Account of $99,772 available for working capital needs as of March 31, 2025 [176]. - The company had no outstanding borrowings under the Working Capital Loan as of March 31, 2025 [181]. - The company had no off-balance sheet arrangements as of March 31, 2025 [189]. - The company did not have any long-term debt or capital lease obligations as of March 31, 2025 [190]. Notes and Fees - The company issued a June 2023 Promissory Note for $100,000 per month until the completion of an initial Business Combination, with an outstanding balance of $1.1 million as of March 31, 2025 [158]. - The company issued a promissory note in the principal amount of up to $1,500,000 to Sunorange, with $1,204,630 outstanding as of March 31, 2025 [183]. - The company had $225,000 outstanding under the May 2024 Note as of March 31, 2025 [185]. - Engaged EarlyBirdCapital as an advisor for the initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of the IPO, amounting to $3,018,750 recorded in service fees [191]. - A contingent fee of at least $3,500,000 was agreed upon with a third-party consultant for assistance in the Business Combination, but no expenses were recorded as the agreement was terminated [192]. - A new agreement with a third-party consultant was established on August 29, 2023, with a contingent fee of 0.05% of the implied enterprise value of the target, resulting in $400,000 recorded in service fees [193]. Accounting and Reporting - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value, affecting the balance sheet presentation [196]. - Net income per share is calculated by dividing net income by the weighted average number of Ordinary Shares outstanding, with two classes of shares considered in the calculation [199]. - The diluted income per share does not account for Warrants issued in connection with the IPO, as their exercise is contingent upon future events [200]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [206]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [207]. - Recent accounting standards updates, such as ASU 2023-09 and ASU 2024-03, are being evaluated for their potential impact on financial statements [201][203].
Finnovate Acquisition Corp.(FNVTU) - 2025 Q1 - Quarterly Report