Financial Performance - The Company reported a net loss of $4,885,251 from inception (January 22, 2021) through March 31, 2021, primarily due to formation and operating costs, expensed offering costs, and losses on warrant liabilities [117]. - For the three months ended March 31, 2022, the Company achieved a net income of $229,236, driven by a gain on the change in fair value of warrant liabilities of $1,180,000 and interest income of $12,910 [118]. - The Company incurred net cash used in operating activities of $401,452 for the three months ended March 31, 2022, due to non-cash adjustments and changes in working capital [121]. Initial Public Offering (IPO) - The Company completed an Initial Public Offering (IPO) on March 25, 2021, generating gross proceeds of $200,000,000 from the sale of 20,000,000 units [120]. - The company does not expect to raise additional funds following the IPO to meet operating expenditures prior to the initial business combination [123]. Business Combination - The Company entered into a Business Combination Agreement on August 26, 2021, to acquire FGH and Forbes, with the transaction valued at $10.00 per share [119]. - The Company has a deferred underwriting fee of $5,250,000, which will be payable only upon the completion of an initial business combination [126]. Cash and Liquidity - As of March 31, 2022, the Company had cash of $81,199 held outside the trust account, intended for evaluating target businesses and conducting due diligence [121]. Internal Control and Compliance - The Company has identified a material weakness in internal control over financial reporting as of March 31, 2022, related to the accounting treatment for complex financial instruments [135]. - The company identified a material weakness in internal control over financial reporting, which could result in material misstatements of financial statements [135]. - Management has enhanced processes to better evaluate and understand complex accounting standards, including improved access to accounting literature and increased communication with third-party professionals [136]. - The remediation plan for the identified material weakness will take time to implement, and the company cannot assure that these initiatives will have the intended effects [136]. - The company conducted an evaluation of its disclosure controls and procedures, concluding they were not effective as of March 31, 2022 [134]. - The company has filed various certifications as part of its compliance with the Sarbanes-Oxley Act of 2002 [143]. Regulatory and Risk Factors - The company is subject to various laws and regulations, and changes in these could adversely affect its business and operations [140]. - The company is required to comply with SEC and other legal requirements, which may be difficult and costly to monitor [140]. - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on February 17, 2022 [139]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements [133].
Magnum Opus Acquisition (OPA) - 2022 Q1 - Quarterly Report