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Altitude Acquisition (ALTU) - 2023 Q1 - Quarterly Report

Financial Performance - As of March 31, 2023, the company reported a net loss of $1,448,735, which included operating costs of $1,619,190, partially offset by an unrealized gain on the change in fair value of warrants of $170,435 and interest income of $20[156]. - For the three months ended March 31, 2022, the company reported a net income of $8,617,191, which included an unrealized gain on the change in fair value of warrants of $9,537,808[157]. - The company has not generated any revenue to date and is classified as a "shell company" with nominal assets primarily in cash[132]. IPO and Financing - The company completed its initial public offering on December 11, 2020, raising gross proceeds of $300 million from the sale of 30,000,000 units at $10.00 per unit[133]. - The company generated gross proceeds of $300,000,000 from its IPO of 30,000,000 Units at $10.00 per Unit, along with an additional $8,000,000 from the sale of 8,000,000 warrants[158]. - The company incurred $17,107,057 in IPO-related costs, including $6,000,000 in underwriting fees and $10,500,000 in deferred underwriting discounts[159]. Trust Account and Cash Management - As of March 31, 2023, the cash held in the Trust Account was $16,851,596, down from $16,975,796 as of December 31, 2022[140]. - Stockholders redeemed approximately 24,944,949 Public Shares for about $10.01 per share, leaving approximately $50.6 million in the Trust Account after redemptions[135]. - The company had cash outside its Trust Account of $31,467 available for working capital needs as of March 31, 2023, with the remaining cash held in the Trust Account[158]. - As of March 31, 2023, the company had investments held in the Trust Account amounting to $16,851,596, including approximately $130,576 of interest available[160]. - Stockholders redeemed an aggregate of 337,457 Public Shares for approximately $10.08 per share during the latest extension, leaving about $13.46 million in the Trust Account[142]. - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $185,600[161]. Business Combination Agreement - The company entered into a business combination agreement on April 23, 2023, with Picard Medical, Inc., which includes a merger structure involving two subsidiaries[143]. - Upon closing of the mergers, the company anticipates changing its name to "Picard Medical Holdings, Inc."[143]. - The business combination agreement includes provisions for the issuance of 48,000,000 shares of common stock and 6,500,000 warrants to Picard securityholders[143]. - The board unanimously approved the business combination agreement, with the closing expected in the second half of 2023, pending necessary approvals[147]. - The Picard Support Agreements involve stockholders holding approximately 90% of Picard equity agreeing to vote in favor of the Business Combination Agreement and against any alternative proposals[149]. Compliance and Governance - The company received a deficiency notice from Nasdaq on January 9, 2023, but regained compliance by holding its Annual Meeting on April 7, 2023[155]. - The Company has no long-term debt, capital, or operating lease obligations as of March 31, 2023[167]. - The Company has 1,672,102 shares of Class A common stock subject to possible redemption, classified as temporary equity as of March 31, 2023[172]. - The Company has two classes of common stock, with diluted net (loss) income per share being the same as basic net (loss) income per share for the periods presented due to contingently exercisable warrants[173]. Sponsor and Support Agreements - The Sponsor Support Agreement includes provisions for the forfeiture of up to 4,500,000 shares of Class A common stock held by the Sponsor prior to the Closing, contingent on the proceeds exceeding $38,000,000[148]. - During the quarter ended March 31, 2023, the Sponsor waived the Company's payment obligation under the administrative support agreement, resulting in a recognized contribution from the Sponsor of $247,667[167]. - As of March 31, 2023, the Company owed the Sponsor or its affiliates $869,044 related to advances, an increase from $802,644 as of December 31, 2022[165]. Accounting and Regulatory Matters - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, which simplifies accounting for convertible instruments[174]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting pronouncements based on the effective date for private companies[176]. - The company has the right to extend the combination period up to eight additional months, with the latest extension allowing until December 11, 2023[141].