Financial Performance - For the year ended December 31, 2022, the company reported a net income of approximately $7.7 million, consisting of a gain of $6.8 million from the change in fair market valuation of derivative warrant liability and $3.0 million in interest income [441]. - The company reported a net income of $7,665,862 for the year ended December 31, 2022, compared to $12,427,342 for the previous year [452]. - A deemed dividend to Class A stockholders amounted to $3,969,976 for the year ended December 31, 2022, down from $37,127,388 in 2021 [452]. Cash and Investments - As of December 31, 2022, the company had approximately $51.3 million in cash and investments in liquid securities held in trust, with $14,000 available for working capital needs [440]. - The company had approximately $51.2 million remaining in the trust account after 17,987,408 public shares were tendered for redemption [418]. - The company has drawn a total of $0.3 million in Working Capital Loans as of December 31, 2022, with an outstanding balance of $0.3 million [444]. IPO and Transaction Costs - Transaction costs of the initial public offering amounted to approximately $22.4 million, including $12.65 million in underwriters' fees and $9.28 million for the excess fair value of founder shares [417]. - The underwriters received an underwriting discount of $0.20 per Unit, totaling $4,600,000, and a deferred fee of $0.35 per Unit, amounting to $8,050,000, contingent upon the completion of a Business Combination [447]. - The company executed an unsecured promissory note allowing it to borrow up to $300,000 for IPO expenses, which was fully repaid by October 7, 2021 [424]. Business Combination and Future Plans - The company intends to use funds for evaluating prospective business combination candidates and related expenses [420]. - The company will not generate operating revenues until the closing and completion of its initial business combination [421]. - If the company fails to consummate a business combination by the new termination date, the expected pro rata redemption price is approximately $10.22 per share of common stock [419]. Shareholder Information - The company had two classes of shares outstanding, Class A and Class B common stock, with basic net income per share of $0.32 for Class A and a loss of $1.95 for Class B [432]. - As of December 31, 2022, warrants to purchase 17,900,000 shares of Class A common stock were excluded from diluted net income calculations due to their anti-dilutive nature [453]. - The holders of founder shares have agreed to a lock-up period until one year after the initial business combination or certain stock price conditions are met [446]. Loans and Financing - The company has raised $300,000 in working capital loans from its sponsor, with the ability to request up to $1.5 million to alleviate concerns about continuing as a going concern [420]. - The company may convert up to $1.5 million of Working Capital Loans into warrants at a price of $1.50 per warrant upon the completion of a Business Combination [444]. - The company may use proceeds held outside the Trust Account to repay Working Capital Loans if a Business Combination does not close [444]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [455]. - The company has the right to register securities held by founders and private placement warrant holders, with up to three demands for registration [445].
Crixus BH3 Acquisition pany(BHAC) - 2022 Q4 - Annual Report