Financial Performance - The company had a net income of approximately $12.43 million for the period from February 23, 2021, through December 31, 2021, primarily due to a gain of $14.40 million from the change in fair market valuation of derivative warrant liability [268]. - Net income for the period from February 23, 2021, to December 31, 2021, was $12,427,342, while the net loss including accretion of temporary equity to redemption value was $(24,700,046) [288]. - Basic and diluted net income per share for Class A was $3.44, while for Class B it was $(1.95) as of December 31, 2021 [291]. - The company had a loss of approximately $15,000 from investments in the Trust Account during the reporting period [268]. Initial Public Offering (IPO) Details - The initial public offering transaction costs amounted to $22,407,388, which included $12,650,000 in underwriters' fees and discounts [259]. - The company intends to use net proceeds from the initial public offering and private placement warrants primarily for consummating a business combination [260]. - The underwriters are entitled to a deferred fee of $8,050,000, payable only if the company completes a business combination [283]. Capital Structure and Financial Position - As of December 31, 2021, the company had approximately $1.13 million in cash available for working capital needs and $232.3 million held in trust, not available for working capital [264]. - The company issued 6,400,000 Private Placement Warrants at a price of $1.50 each, generating proceeds of $9,600,000 [272]. - If a business combination is not completed by April 7, 2023, the Private Placement Warrants will expire worthless [273]. - The company expects a pro rata redemption price of approximately $10.20 per share if the time to consummate a business combination is extended once [261]. - The company had no outstanding amounts under any Working Capital Loans as of the reporting date [263]. - As of December 31, 2021, 23,000,000 shares of Class A common stock were classified as temporary equity, reflecting certain redemption rights outside of the company's control [289]. - The weighted average shares outstanding were 6,884,354 for Class A and 5,750,000 for Class B during the reporting period [291]. Accounting and Reporting - The company does not have any off-balance sheet arrangements as of December 31, 2021 [292]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [293]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [294]. - The estimated fair values of investments held in the Trust Account are determined using available market information, and these investments are classified as trading securities [286]. - Gains and losses from the change in fair value of trading securities are included in the gain on marketable securities in the statement of operations [286]. - The company did not have any changes or disagreements with accountants on accounting and financial disclosure [295].
Crixus BH3 Acquisition pany(BHAC) - 2021 Q4 - Annual Report