IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit, with offering costs of approximately $13.75 million[15]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[15]. - The private placement of 800,000 units at $10.00 per unit generated gross proceeds of $8.0 million, with an additional 65,000 units sold for $650,000[16]. - Approximately $250.0 million of the net proceeds from the IPO and certain private placement proceeds were placed in a trust account, to be invested in U.S. government securities[17]. Business Combination Requirements - The company must complete one or more initial business combinations with an aggregate fair market value of at least 80% of the net assets held in the trust account[19]. - If a business combination is not completed within 24 months from the IPO, the company will redeem public shares at a cash price equal to the amount in the trust account[20]. - The company has not yet selected a prospective partner for a business combination and has not initiated substantive discussions with any candidates[23]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available in the trust account[24]. Shareholder Rights and Redemption - A total of 8,975,001 public shares, or 35.9% of the 25,000,000 public shares sold in the public offering, must be voted in favor of the initial business combination for it to be approved[47]. - The company will not redeem public shares if the aggregate cash consideration required for redemptions exceeds the available cash, which could prevent the completion of the business combination[44]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the public offering without prior consent, aimed at preventing a small group from blocking the business combination[50]. - Public shareholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the scheduled vote on the business combination[53]. Trust Account and Liquidation - The company will cease operations and liquidate if no business combination is consummated within the 24-month timeframe, redeeming public shares promptly thereafter[59]. - The per-share redemption amount upon dissolution is expected to be $10.00, but may be subject to claims from creditors, potentially reducing the actual amount received by shareholders[63]. - If the Trust Account funds are reduced below $10.00 per public share due to creditor claims, shareholders may not receive the full redemption amount[65]. - The company anticipates that all costs associated with the dissolution plan will be funded from remaining amounts outside the Trust Account, plus up to $100,000 from the Trust Account[62]. Financial Condition and Risks - As of December 31, 2022, the company had $726,869 in cash held outside of the Trust Account and a working capital deficit of $347,748, which may not be sufficient for operations for at least the next 12 months[76]. - The company must complete a Business Combination by July 30, 2023, or face mandatory liquidation and dissolution[77]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger prospective partner businesses[70]. - The ongoing COVID-19 pandemic may adversely affect the company's search for a business combination and the operations of potential partner businesses[89]. Regulatory and Compliance Issues - The company must ensure that its activities do not classify it as an investment company under the Investment Company Act, which would impose burdensome compliance requirements[109]. - Changes in laws or regulations, including proposed SEC rules, could adversely affect the company's ability to complete its initial business combination and increase associated costs[114]. - The company is not required to hold an annual general meeting until one year after its first fiscal year end following its Nasdaq listing, limiting shareholder engagement[116]. Management and Operational Risks - The company currently maintains executive offices at a cost of up to $55,000 per month for office space and administrative services[71]. - The company has two executive officers who are not obligated to devote specific hours but intend to allocate necessary time until the initial business combination is completed[72]. - The company may face challenges in obtaining additional financing for the initial business combination, which could lead to restructuring or abandonment of the deal[147]. Conflicts of Interest - The company may face conflicts of interest when engaging in business combinations with entities affiliated with its sponsor, executive officers, or directors[129]. - The company has not adopted a policy to prohibit conflicts of interest among its directors and officers, which may affect business combination opportunities[178]. - Directors and officers may have fiduciary obligations to other entities, potentially leading to conflicts in presenting business opportunities[179]. Share Structure and Dilution - The company may issue up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preference shares, with 170,885,000 Class A and 12,937,500 Class B shares authorized but unissued[193]. - The issuance of additional shares could significantly dilute the equity interest of investors, especially if Class B shares convert to Class A shares at a greater than one-to-one ratio[196]. - The potential issuance of additional Class A ordinary shares upon warrant exercise could make the company a less attractive acquisition vehicle for prospective partners[208]. Warrant and Redemption Terms - The company issued warrants to purchase 9,416,666 Class A ordinary shares as part of the IPO, with an additional 288,334 Class A shares underlying private placement units[207]. - The company may redeem outstanding public warrants at $0.01 per warrant if the Class A ordinary shares' closing price exceeds $18.00 for 20 trading days within a 30-day period[203]. - The company’s warrants are classified as liabilities and recorded at fair value, which may adversely affect the market price of Class A ordinary shares[198].
Alpha Partners Technology Merger (APTM) - 2022 Q4 - Annual Report