Financial Performance - The company reported a basic loss per share of HKD 1.9832, calculated based on a loss of HKD 49,581,000 divided by the weighted average number of shares outstanding of 25,000,000[14]. - The company incurred a loss of HKD 49,581,000 during the execution of its special purpose acquisition company (SPAC) merger transactions[38]. - The company reported no revenue for the six months ended June 30, 2023, consistent with the same period in 2022[41]. - The company reported a net loss of HKD 32.784 million for the six months ended June 30, 2023[121]. - The company’s operating loss before income tax expenses was HKD 49.581 million for the six months ended June 30, 2023[121]. - For the six months ended June 30, 2023, the company reported a total loss of HKD 49,581,000 compared to a loss of HKD 1,311,000 for the same period in 2022[152]. - The basic and diluted loss per share for the current period was HKD 1.983, compared to HKD 0.265 in the prior period[152]. Assets and Liabilities - As of June 30, 2023, the company's current liabilities amounted to approximately HKD 1,062.4 million, which includes accrued expenses and other payables of about HKD 59.9 million and the carrying value of redeemable A-class shares of HKD 1,001.0 million[10]. - As of June 30, 2023, the company's non-current assets were approximately HKD 1,001.0 million, all of which were restricted bank deposits held in a trust account[28]. - As of June 30, 2023, the company's net current liabilities and net debt were HKD 1,033,784,000 and HKD 32,784,000, respectively[38]. - The company’s equity as of June 30, 2023, included a capital reserve of HKD 88.928 million and accumulated losses of HKD 121.715 million[120]. - The company’s total liabilities amounted to HKD 1,062.414 million as of June 30, 2023, compared to HKD 1,070.734 million as of December 31, 2022[119]. Share Capital and Securities - The company has issued and outstanding 100,100,000 Class A shares and 50,050,000 warrants as of June 30, 2023[51]. - The total number of shares issued is 125,100,000, including 100,100,000 Class A shares and 25,000,000 Class B shares[62]. - The total amount raised from the offering is approximately HKD 1,001.0 million, held in a custodial account in Hong Kong[68]. - The total proceeds from the issuance of A class shares and warrants amounted to HKD 1,001.0 million[177]. - The fair value of redeemable Class A shares was HKD 1,001,000 as of June 30, 2023, unchanged from December 31, 2022[52]. - The warrants allow holders to purchase Class A shares at an exercise price of HKD 11.50, with a redemption threshold of HKD 20.00[53]. - The company has issued 25,000,000 Class B shares that remain unexercised as of June 30, 2023[138]. Corporate Governance and Compliance - The company has complied with all applicable provisions of the corporate governance code during the reporting period, except for the requirement that the roles of chairman and CEO should be held by different individuals[73]. - The audit committee, composed of three independent non-executive directors, has reviewed the interim performance of the company during the reporting period[77]. - The company has adopted the corporate governance code as per the listing rules, ensuring high standards of corporate governance[104]. Future Outlook and Plans - The company expects to generate non-operating income through interest earned from the proceeds of the sale of B-class shares and sponsor warrants after the completion of the SPAC merger[26]. - The company anticipates incurring ongoing compliance-related expenses, including legal, financial reporting, accounting, and audit compliance costs, as well as due diligence expenses related to potential SPAC merger transactions[26]. - The expected merger date for the special purpose acquisition company is between December 2023 and December 2024[170]. - The company plans to conduct thorough due diligence and reasonable valuation on potential merger targets[179]. - The company has not selected any potential business combination targets as of June 30, 2023, and has not engaged in substantial discussions regarding any business combination[122]. Cash Flow and Funding - Cash and cash equivalents decreased to HKD 4.528 million as of June 30, 2023, down from HKD 39.921 million at the beginning of the period[121]. - The company has a credit facility providing up to HKD 10.0 million for operational funding, with no amounts drawn as of June 30, 2023[31]. - The company plans to address its liquidity issues through loans provided by co-sponsors[38]. - The company has not utilized any of the total proceeds from the sale during the reporting period[100]. - The total proceeds received from the sale of founder warrants amounted to approximately HKD 40.0 million[101]. Administrative Expenses - The company incurred administrative expenses of approximately HKD 49.6 million during the reporting period, primarily due to costs related to equity-settled share payments for B-class shares and sponsor warrants after the completion of the SPAC merger[9]. - The company incurred administrative expenses of HKD 49,590,000 during the reporting period, significantly higher than HKD 18,000 in the previous year[152]. - The company recognized share-based payment expenses of approximately HKD 41,286,000 related to B class share options and HKD 5,324,000 related to founder warrants during the reporting period[167]. Shareholder Information - Major shareholders include Zero2IPO Acquisition with a beneficial interest of 15% and INNO SPAC with a beneficial interest of 20%[129]. - Fortune Opportunity Fund holds 37,478,375 shares, representing 37.44% of Class A shares and approximately 29.96% of total issued shares[192]. - Ningbo Limited and its controlled entities collectively own 18,805,875 shares, accounting for 18.79% of Class A shares and approximately 15.03% of total issued shares[192]. - Fountainhead Partners Fund VCC holds 9,350,000 shares, which is 9.34% of Class A shares and approximately 7.47% of total issued shares[194]. - Jin Yong Capital Management Limited owns 10,803,375 shares, representing 10.79% of Class A shares and approximately 8.64% of total issued shares[194]. - Century Private Wealth Management PTE. LTD. holds 9,336,250 shares, accounting for 9.33% of Class A shares and approximately 7.46% of total issued shares[194]. - Cinda Sinorock Global Portfolio Limited Partnership I owns 9,336,250 shares, representing 9.33% of Class A shares and approximately 7.46% of total issued shares[194].
TECHSTARACQ-Z(07855) - 2023 - 中期财报