Business Combination and Strategy - The company has not selected any specific business combination target and intends to focus on technology sectors, particularly in digital transformation software and services [28]. - The company has not engaged in substantive discussions with any business combination target, indicating a lack of current evaluation for potential mergers [28]. - The company does not intend to take any action to ensure that management maintains their positions post-business combination, although some may negotiate to stay [152]. - The company may depend on a limited number of products or services post-business combination, which could expose it to significant risks [29]. - The company acknowledges potential conflicts of interest among its officers and directors regarding business combination evaluations [149]. Corporate Governance and Compliance - There were no delinquent filers among officers and directors during the year ended December 31, 2022, as per Section 16(a) of the Exchange Act [144]. - The company may face challenges in protecting shareholder interests due to its incorporation under Cayman Islands law, which differs from U.S. corporate governance standards [33]. - The company is subject to the federal securities laws of the United States, but enforcement of U.S. judgments in the Cayman Islands may be difficult [32]. - The company has not established specific minimum qualifications for director nominees, focusing instead on general attributes like integrity and professional reputation [143]. Financial Reporting and Risks - A material weakness in internal control over financial reporting has been identified, indicating a reasonable possibility of material misstatements in financial statements [45]. - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from disclosure requirements, which could affect the attractiveness of its securities to investors [42]. Market and Regulatory Environment - The ongoing geopolitical tensions, particularly the invasion of Ukraine by Russia, have created global security concerns that could impact regional and global economies, leading to market disruptions and volatility in commodity prices [43]. - Proposed SEC rules on enhancing disclosures in business combination transactions may materially affect the company's ability to engage financial advisors and complete its initial business combination [44].
pass Digital Acquisition (CDAQ) - 2022 Q4 - Annual Report