Arisz Acquisition (US:ARIZ)2022-08-12 18:34Financial Performance - The net loss for the three months ended June 30, 2022, was $66,275, compared to a net loss of $430,649 for the nine months ended June 30, 2022[15]. - As of June 30, 2022, the Company reported a net loss of $66,275 for the three months and $430,649 for the nine months[55]. - The Company incurred $30,000 and $70,000 in administrative service fees for the three and nine months ended June 30, 2022, respectively[72]. Cash Flow and Liquidity - The company reported a net cash used in operating activities of $438,058 for the three months ended June 30, 2022[20]. - Cash at the end of the period was $220,545, an increase from $75,000 at the beginning of the period[20]. - As of June 30, 2022, the Company held $220,545 in cash outside of the Trust Account for operational expenses related to identifying acquisition candidates[38]. - The Company has not experienced losses on its cash account and believes it is not exposed to significant credit risks[51]. Capital Structure and Financing - The company raised $69,000,000 from the sale of public units through its public offering[20]. - The Company completed its IPO on November 22, 2021, raising gross proceeds of $60 million from the sale of 6,000,000 units at an offering price of $10.00 per unit[26]. - The underwriters fully exercised their over-allotment option, resulting in an additional $9 million in gross proceeds from the sale of 900,000 units[27]. - The Company incurred offering costs of $5,587,733 related to the IPO, which are charged to shareholders' equity upon completion[47]. - The Company raised a total of $2,763,886 from the sale of Private Units, with 253,889 units sold at $10.00 each and an additional 22,500 units sold during the Over-allotment[68]. - The Initial Stockholders received 1,725,000 Insider Shares at approximately $0.014 per share, representing 20% of the Company's issued and outstanding shares post-IPO[69]. - The underwriters received a cash underwriting discount of 2.5% on gross proceeds, totaling $1,725,000, and a deferred fee of 3.75%, amounting to $2,587,500, to be paid upon the closing of a Business Combination[77]. Trust Account and Business Combination - A total of $69 million was placed in a Trust Account, which can only be invested in U.S. government treasury bills or money market funds[28]. - The Company must complete its initial Business Combination with target businesses having an aggregate fair market value equal to at least 80% of the Trust Account value[29]. - The Company has until 12 months from the IPO closing to consummate a Business Combination, extendable to 18 months under certain conditions[34]. - If the Company fails to complete a Business Combination within the Combination Period, it will redeem Public Shares at a price equal to the amount in the Trust Account divided by the number of outstanding Public Shares[35]. - The Company's business plan is contingent upon completing a Business Combination within the Combination Period, raising concerns about its ability to continue as a going concern[39]. Stock and Equity - The initial classification of common stock subject to redemption was valued at $59,614,985[20]. - As of June 30, 2022, the common stock subject to possible redemption is presented at a redemption value of $10.00 per share, classified as temporary equity[50]. - The Company has authorized 15,000,000 shares of common stock, with 2,001,389 shares issued and outstanding as of June 30, 2022, excluding 6,900,000 shares subject to possible redemption[79]. - Each holder of a right will receive 1/20 of one share of common stock upon consummation of a Business Combination, with no additional consideration required[80]. - The Company has a 30-day redemption period for outstanding warrants at a price of $0.01 per warrant, contingent on the common stock price reaching $16.50 for 20 trading days[85]. Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[41]. - The Company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[42]. - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of June 30, 2022[59]. - The Company did not identify any subsequent events requiring adjustment or disclosure in the unaudited condensed financial statements through August 12, 2022[93]. - As a smaller reporting company, the Company is not required to make disclosures regarding market risk[119]. Investment and Valuation - Interest earned on investments held in the Trust Account was $51,429 for the three months ended June 30, 2022[15]. - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[52]. - The fair value of the Company's financial assets and liabilities is based on management's estimates reflecting amounts that would be received or paid in orderly transactions[90]. - The Company utilizes a fair value hierarchy to classify assets and liabilities based on observable and unobservable inputs, with Level 1 being quoted prices in active markets[91]. - As of June 30, 2022, the Company reported a trust account balance of $69,051,429 in U.S. Treasury Securities Money Market Fund, classified entirely under Level 1 inputs[92]. Management and Future Outlook - The Company has not identified any specific business combination nor engaged in substantive discussions related to such transactions[22]. - Management is evaluating the potential impact of the COVID-19 pandemic on future financial performance, though no significant impact has been observed to date[73]. - The Company has granted Chardan a right of first refusal for future public and private equity and debt offerings for 24 months post-Business Combination[75].