IPO and Financial Proceeds - The company completed its initial public offering on February 14, 2023, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[107]. - An additional $9 million was generated from the full exercise of the over-allotment option, bringing total gross proceeds to $69 million[108]. - The total amount placed in the Trust Account after the IPO and over-allotment was $70,207,500, which is invested in U.S. government securities[123]. - Transaction costs for the IPO amounted to $2,721,126, including $1,380,000 in underwriting discounts[109]. - The company raised gross proceeds of $60,000,000 from its Initial Public Offering (IPO) on February 14, 2023, by issuing 6,000,000 units[208]. - The Company completed a private placement of 430,000 Units at a price of $10.00 per Unit, totaling $4,300,000[226]. Company Structure and Operations - As of March 24, 2023, there were 9,055,000 shares of common stock issued and outstanding[99]. - The company aims to identify a healthcare holding company with controlling interests in subsidiaries across various healthcare subsectors[112]. - The company plans to structure its initial business combination to acquire 100% or at least 50% of the equity interests or assets of the target business[131]. - The healthcare holding company will focus on acquiring and managing a diverse portfolio of companies in biopharmaceuticals, medical devices, and healthcare technologies[154]. - The management strategy for the healthcare holding company emphasizes regulatory expertise to navigate the heavily regulated healthcare industry[129]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until specific revenue or market value thresholds are met[136]. - The company intends to satisfy Nasdaq's 80% fair market value test for its initial business combination, even if its securities are not listed at that time[131]. Financial Health and Risks - The company has expressed substantial doubt about its ability to continue as a going concern, as indicated by its independent registered public accounting firm's report[86]. - The company may depend on loans from its Sponsor or management team to fund its search for a target business if net proceeds are insufficient[85]. - The company has a risk of ceasing operations if it cannot complete its initial business combination within 9 months of the IPO[84]. - The company expects to fund costs associated with its plan of dissolution from approximately $402,500 held outside the Trust Account[185]. - The company has waived its rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares if it fails to complete its initial business combination within 9 months[184]. - As of December 31, 2022, the total stockholder's deficit was $37,508,000, compared to $2,120,000 in 2021, indicating a significant increase in losses[202]. - The net loss for the year ended December 31, 2022, was $35,388,000, a substantial increase from the net loss of $3,308,000 in 2021[203]. - The company anticipates that it will not have sufficient working capital to meet its needs through the earlier of the consummation of an Initial Business Combination or nine months from the Initial Public Offering[234]. Business Combination and Due Diligence - A thorough due diligence review process will be conducted for prospective business combinations, including financial and operating data evaluations[132]. - The company aims to target businesses larger than what can be acquired with the net proceeds of its initial public offering, potentially requiring additional financing[140]. - The company may engage professional firms for business acquisitions in the future, potentially paying finder's fees based on arm's length negotiations[165]. - The company will conduct thorough due diligence on prospective business targets, including meetings with management and reviews of financial information[169]. Shareholder and Securities Information - The company announced that holders of Units may elect to separately trade shares of common stock, warrants, and rights starting March 17, 2023[124]. - Common stockholders are entitled to one vote for each share held on all matters to be voted on by stockholders[281]. - The Company will provide Public Stockholders the opportunity to redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be $10.175 per share[228]. - The redemption of warrants is triggered when the price per Common Stock equals or exceeds $16.50[283]. - The Company determined that the Public Warrants and Private Placement Warrants qualify for equity accounting treatment[263]. Management and Administrative Support - The company has agreed to pay an affiliate of its Sponsor a total of $7,500 per month for office space and administrative support[166]. - The Company has agreed to pay $7,500 per month for office space and administrative support starting from the date its securities were listed on Nasdaq[259]. - Strong financial management capabilities are essential for the holding company to provide necessary support to its portfolio companies[155]. - The management team must attract and retain talented executives and scientists to lead its portfolio companies effectively[156]. Accounting and Financial Reporting - The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, with deferred tax assets deemed to be de minimis as of December 31, 2022, and 2021[268]. - The financial statements do not include adjustments that might result from uncertainties related to the Company's financial position and operations[280]. - The Company has established valuation allowances for deferred tax assets when necessary to reduce them to the amount expected to be realized[268]. - The Company plans to utilize the extended transition period under the JOBS Act to delay the adoption of certain accounting standards[162].
Bellevue Life Sciences Acquisition (BLAC) - 2022 Q4 - Annual Report