IPO and Financing - The company completed its initial public offering on March 25, 2021, raising gross proceeds of $200 million by selling 20 million units at $10.00 per unit[12]. - The initial public offering generated gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[56]. - The company issued 6 million private placement warrants at $1.00 per warrant, generating an additional $6 million in gross proceeds[13]. - The Company sold 6,000,000 private placement warrants at $1.00 per warrant, generating gross proceeds of $6,000,000[49]. - The Company entered into subscription agreements for a private placement of 40,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $400,000,000[26]. - Binance agreed to invest $200,000,000 in the Private Placement by purchasing 20,000,000 Class A ordinary shares at $10.00 per share[26]. - The company had net cash provided by financing activities of $201,554,533, which included $196,000,000 from the initial public offering and $6,000,000 from the sale of private placement warrants[59]. Business Combination - The company has a proposed business combination with Forbes Global Holdings Inc., with an aggregate consideration valued at $620 million, subject to adjustments[22]. - The cash consideration for the business combination will include proceeds from a private placement generating $400 million and funds from the company's trust account[22]. - The business combination will result in the company holding 100% of the issued share capital of Forbes[21]. - The Business Combination is expected to close in the first quarter of 2022, pending shareholder approval and customary closing conditions[27]. - The company entered into a Business Combination Agreement on August 26, 2021, to acquire 100% of the shares of FGH and Forbes[55]. - The business combination agreement includes a support agreement where initial shareholders agree to vote in favor of the transaction[24]. - The Company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[31]. Financial Performance - The company reported a net loss of $691,661 for the period from January 22, 2021, to December 31, 2021, due to formation and operating costs of $4,094,759 and expensed offering costs of $867,351[54]. - Net cash used in operating activities was $1,071,882, primarily due to non-cash adjustments related to a change in the fair value of warrant liabilities[58]. - The company held $482,651 in cash outside the trust account for evaluating target businesses and performing due diligence[60]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial business combination[47]. Internal Controls and Compliance - The company identified a material weakness in internal control over financial reporting related to the accounting treatment for complex financial instruments, leading to a restatement of financial statements as of March 25, 2021[74]. - The restatement affected the audited financial statement and unaudited financial statements for the periods ended March 31, 2021, and June 30, 2021, specifically reclassifying redeemable ordinary shares[74]. - As of December 31, 2021, the company's disclosure controls and procedures were deemed ineffective due to the identified material weakness[74]. - The remediation plan for the identified material weakness will take time, and the company cannot assure that these initiatives will have the intended effects[75]. - The company is committed to improving its internal controls and procedures to ensure timely and accurate financial reporting[75]. - The annual report does not include a management assessment of internal control over financial reporting due to a transition period for newly public companies[77]. - There were no changes in internal control over financial reporting during the fourth fiscal quarter ended December 31, 2021, that materially affected internal controls[77]. Company Structure and Governance - The company is classified as an emerging growth company, allowing it to take advantage of certain reporting exemptions[16]. - The company will remain a smaller reporting company until certain market value or revenue thresholds are met[20]. - The board of directors of the post-combination company will consist of nine directors, with specific nominations from the Sponsor, IWM, and Binance[25]. - The Company will undertake resale shelf registration obligations and a twelve-month lock-up period for shares and warrants owned by certain parties[25]. - The company currently has three officers and does not intend to have any full-time employees prior to the completion of its initial business combination[37]. - The company is classified as a smaller reporting company, and thus certain market risk disclosures are not applicable[73]. - The company does not expect to need additional funds following the initial public offering to meet operating expenditures prior to the initial business combination[62]. - The company has a deferred underwriting fee of $7,000,000, which may be reduced to $5,250,000 under certain conditions[66].
Magnum Opus Acquisition (OPA) - 2021 Q4 - Annual Report