Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $110,305, which included income from investments of $417,728, offset by general and administrative expenses of $278,102 and income tax provision of $29,321[54]. - The company reported a net income of $110,305 for the three months ended March 31, 2023, compared to a net loss of $126 for the same period in 2022[119]. - The weighted average shares outstanding for basic and diluted net income per share was 5,231,461, resulting in a basic and diluted net income per share of $0.02[119]. - Cash flows from operating activities resulted in a net cash outflow of $48,426 for the three months ended March 31, 2023[93]. Initial Public Offering (IPO) - The Company raised gross proceeds of $60,000,000 from its Initial Public Offering on February 14, 2023[96]. - The underwriters were entitled to an underwriting discount of $1,380,000, equal to 2% of the gross proceeds of the initial public offering[43]. - The Company sold 6,900,000 Units at a price of $10.00 per Unit during its Initial Public Offering, generating gross proceeds of $69,000,000[179]. - The net proceeds from the Initial Public Offering and private placement amounted to $70,610,000, with $70,207,500 placed in a trust account[200]. Trust Account and Investments - A total of $70,207,500 was placed in a trust account following the Initial Public Offering, invested in U.S. government securities[98]. - The Company has investments held in a Trust Account amounting to $70,625,228 as of March 31, 2023[219]. - The estimated fair values of investments held in the Trust Account are determined using available market information, with trading securities and money market funds presented at fair value[169]. Business Combination and Operations - The company intends to use substantially all funds held in the trust account to complete its initial business combination, with an estimated annual franchise tax obligation of $200,000[55]. - The Company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[126]. - Public Stockholders will have the opportunity to redeem their shares for a pro rata portion of the amount in the Trust Account, initially anticipated to be $10.175 per share[128]. - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[124]. Financial Position and Liabilities - Total current liabilities as of March 31, 2023, amount to $403,432, compared to $1,263,362 in the previous period[79]. - The total stockholders' deficit as of March 31, 2023, is $(1,830,236), compared to $(37,508) at the end of the previous period[90]. - The Company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of March 31, 2023[57]. - The Company has no long-term debt or significant liabilities other than the aforementioned monthly fees[203]. Going Concern and Liquidity - If the company is unable to complete a business combination by November 14, 2023, it will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[32]. - The Company has substantial doubt about its ability to continue as a going concern due to insufficient working capital to meet needs through the earlier of the consummation of an initial Business Combination or nine months from the Initial Public Offering[165]. - Management believes the Company 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[226]. - The Company may need to fund further operating capital through loans from its Sponsor due to limited working capital received from the private placement[226]. Costs and Expenses - The Company incurred offering costs of $1,447,273 during the financing activities[93]. - The Company incurred legal fees of $100,000 related to its initial public offering, payable upon consummation of a business combination[58]. - The Company will incur monthly fees of $7,500 for office space and administrative support until the completion of its initial business combination or liquidation[203]. Shareholder Information - The Company has a total of 100,000,000 shares of Common Stock authorized for issuance[159]. - The Company is authorized to issue 1,000,000 shares of preferred stock, but none were issued or outstanding as of March 31, 2023[190]. - The exercise price for the warrants is set at $11.50 per share, expiring five years after the completion of a Business Combination[160]. - The warrants will be redeemable if the Common Stock price exceeds $16.50 per share for a specified period[216]. Regulatory and Compliance - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from various reporting requirements[107]. - The Company has adopted an insider trading policy to regulate trading activities by insiders[100]. - The Company evaluated risks and uncertainties that may cause actual results to differ from forward-looking statements[221]. - The Company did not identify any subsequent events that would require adjustment or disclosure in the unaudited condensed financial statements[220].
Bellevue Life Sciences Acquisition (BLAC) - 2023 Q1 - Quarterly Report