IPO and Financial Proceeds - The company closed its initial public offering on January 13, 2022, raising gross proceeds of $100 million by selling 10,000,000 units at $10.00 per unit[16]. - A total of 446,358 units were privately sold to the sponsor for gross proceeds of $4,463,580, and an additional 159,069 units were sold through an over-allotment option, generating $1,558,876.20[17]. - An additional $1,558,876.20 was generated from the partial exercise of the over-allotment option, bringing total gross proceeds from the IPO and related sales to approximately $101.6 million[196]. - The company has $102,606,596.90 available for an initial business combination, before payment of $3,555,674.15 in deferred underwriting fees[83]. - Approximately $650,000 of proceeds held outside the trust account will be available for identifying and evaluating target businesses prior to the initial business combination[199]. - The company expects to use substantially all funds held in the trust account to complete its initial business combination, with annual franchise tax obligations estimated at $200,000[197]. - The company has incurred a net loss of $20,095 from inception through December 31, 2021, primarily due to formation costs and professional expenses[193]. - As of December 31, 2021, the company had cash of $2,164, with liquidity primarily sourced from initial stockholder investments and loans[194]. - The company has no long-term debt or capital lease obligations, with a deferred fee of $1,015,906.9 owed to underwriters contingent on completing a business combination[209]. Business Strategy and Market Focus - The company aims to focus on advanced air mobility (AAM) and emerging technologies, which are expected to drive significant growth in the aerospace and aviation sectors[15]. - The company is targeting high-growth markets in North America and Asia Pacific, focusing on sectors such as artificial intelligence, UAS, and AAM[26]. - The company intends to promote responsible business standards and focus on scalable solutions in aviation and AI, aiming for positive financial returns and measurable impact[49]. - The company plans to leverage its management team's experience in sourcing and executing mergers with high-quality companies seeking alternatives to traditional IPOs[46]. - The company aims to identify and complete its initial business combination with a target in the aviation industry that aligns with its mission and leverages the management team's expertise[52]. - The company will focus on investments in industry segments with attractive long-term growth prospects and sustainable competitive advantages[61]. - The company believes that now is an attractive time to pursue business combinations, particularly in Southeast Asia, which is underrepresented in the SPAC acquisition market[59]. Due Diligence and Acquisition Process - The company intends to conduct comprehensive due diligence, including financial statement analysis and technology evaluations, to assess target companies[64]. - A thorough due diligence review will be conducted, including meetings with management, document reviews, and financial assessments[102]. - The company will seek waivers from vendors and service providers to limit claims against the trust account, although there is no guarantee that all will comply[149]. - The company emphasizes a strong focus on ESG factors as part of its due diligence process, reflecting the growing interest in sustainable investments[62]. - The company has a prioritized list of targeted entities for potential business combinations, emphasizing the importance of a strong competitive position[56]. Business Combination Timeline and Conditions - The company will seek to complete its initial business combination within 12 months, with the possibility of extending this period by up to 18 months through additional capital deposits[72]. - The company may extend the time to complete a business combination up to 18 months, with two possible three-month extensions[84]. - The company will require that any initial business combination has an aggregate fair market value of at least 80% of the assets held in the trust account[75]. - If the initial business combination is not completed within the extended period, the company will redeem 100% of outstanding public shares for a pro rata portion of the funds held in the trust account[86]. - The company will not complete the initial business combination if the total cash consideration for redemptions exceeds the available cash[126]. - If the initial business combination is not completed within 12 months, the company will redeem public shares at a per-share price based on the trust account balance, estimated at approximately $10.10[143]. Shareholder Rights and Redemption Process - Public stockholders can redeem shares regardless of their vote on the proposed transaction, and the redemption offer will remain open for at least 20 business days[125]. - Shareholders holding more than 15% of shares sold in the offering will be restricted from seeking redemption rights for excess shares without prior consent[129]. - The redemption process requires public stockholders to tender their shares electronically or physically before the vote on the initial business combination[130]. - Stockholder approval will be required for certain types of transactions, such as mergers where the company does not survive[109]. - If stockholder approval is sought, a majority of outstanding shares must vote in favor for the initial business combination to proceed[122]. Operational and Financial Management - The company has engaged in limited operations since its inception and has not generated any revenues, focusing on organizational activities and searching for a target business[212]. - The company will not engage in operations for an indefinite period following the offering until the initial business combination is completed[87]. - The company has entered into an Administrative Services Agreement, paying $10,000 per month for office space and administrative support, which will cease upon completion of the initial business combination[207]. - The company has the option to convert up to $1,500,000 of loans into units at a price of $10.00 per unit upon consummation of the initial business combination[201]. - The company does not expect to seek loans from parties other than its sponsor or CEO's affiliate, as it believes third parties will not provide such funds[201]. Regulatory and Compliance Considerations - The company will file annual, quarterly, and current reports with the SEC, including audited financial statements[159]. - Financial statements of prospective target businesses will be provided to stockholders, which may need to comply with GAAP or IFRS standards[161]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not needing to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act[163]. - The company intends to take advantage of the extended transition period for complying with new or revised accounting standards, delaying adoption until those standards apply to private companies[164]. - The company will not pay consulting fees to management team members for services related to the initial business combination[103].
Broad Capital Acquisition p(BRAC) - 2021 Q4 - Annual Report