Business Combination - The company entered into a business combination agreement with Picard Medical, Inc. on April 23, 2023, aiming to complete the merger before December 11, 2023[129][141]. - The business combination will result in the issuance of 48,000,000 shares of common stock of New Picard and 6,500,000 warrants, with potential additional warrants based on performance[141][142]. - The company’s stockholders approved a third amendment to extend the Combination Period, allowing for monthly extensions up to December 11, 2023[137]. - The company has utilized all eight available monthly extensions for the Combination Period, with the final extension granted on November 3, 2023[138]. - The company has entered into various support agreements with Picard stockholders, with approximately 90% of the outstanding Picard equity agreeing to support the Business Combination Agreement[146]. - The Company intends to complete a Business Combination before the mandatory liquidation date[169]. Financial Position - As of September 30, 2023, the cash held in the Trust Account was $13,741,530, down from $16,975,796 as of December 31, 2022[132]. - The company had cash held in the Trust Account of $13,741,530 as of September 30, 2023, including approximately $756,498 of interest available[159]. - As of September 30, 2023, the Company had cash outside the Trust Account of $888 and a negative working capital of approximately $2.6 million[166]. - The Company owed its Sponsor and affiliates $1,011,119 in advances and $135,000 in promissory notes as of September 30, 2023[167]. - The company has not issued any Working Capital Loans as of September 30, 2023[164]. - The company has no long-term debt, capital, or operating lease obligations as of September 30, 2023[171]. Revenue and Loss - The company has not generated any revenue to date and is classified as a "shell company" with nominal assets primarily in cash[129]. - As of September 30, 2023, the company reported a net loss of $664,628 for the three months ended, with general and administrative costs of $677,636 and interest income of $130,225 from the Trust Account[156]. - For the nine months ended September 30, 2023, the company had a net loss of $3,771,829, which included general and administrative costs of $4,095,931 and interest income of $407,471 from the Trust Account[156]. - The company has not commenced any operations and will not generate operating revenues until after the completion of a business combination[155]. IPO and Costs - The company raised $300 million from its initial public offering (IPO) by selling 30,000,000 units at $10.00 per unit, which included 3,900,000 units issued to underwriters[130]. - The company generated gross proceeds of $300,000,000 from its IPO of 30,000,000 Units at $10.00 per Unit[158]. - The company incurred $17,107,057 in IPO-related costs, including $6,000,000 of underwriting fees and $10,500,000 of deferred underwriting discount[159]. - The company’s management has broad discretion regarding the application of net proceeds from the IPO and Private Placement, primarily intended for the business combination[138]. Compliance and Regulations - The company received a deficiency notice from Nasdaq for failing to hold an annual meeting within 12 months after its fiscal year ended December 31, 2021, but regained compliance by holding the meeting on April 7, 2023[153]. - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, on its financial position and results of operations[180]. Future Outlook - The Company expects to incur significant costs in pursuit of its acquisition plans and will need to raise additional capital through loans or investments[168]. - If the Company cannot raise additional funds to alleviate liquidity needs and complete a Business Combination by December 11, 2023, it will cease operations and liquidate[169]. - The Company has recognized a contribution from the Sponsor of $247,667 due to the waiver of payment obligations under the administrative support agreement[172]. - At September 30, 2023, 1,334,645 shares of Class A common stock were subject to possible redemption, classified as temporary equity[178]. - The Company has not incurred any off-balance sheet arrangements as of September 30, 2023[171].
Altitude Acquisition (ALTU) - 2023 Q3 - Quarterly Report