Financial Performance - As of March 31, 2023, the company reported a net income of $1,389,974, which included $2,304,389 in interest income and $595,611 in non-operating loss from changes in fair value of warrant liabilities [159]. - As of March 31, 2023, the company reported a net income of $2,932,363, which included $17,657 in interest income and $3,216,302 in non-operating income from changes in fair value of warrant liabilities [184]. - The company had approximately $3.4 million in cash and $2.7 million in working capital immediately after the IPO, indicating sufficient capital to sustain operations for at least one year [158]. - As of March 31, 2023, the company held cash of $761,586 and current liabilities of $1,045,168, reflecting ongoing liquidity challenges [182]. - The fair value of warrant liabilities increased to $1,548,590 as of March 31, 2023, from $952,979 as of December 31, 2022 [173]. Initial Public Offering (IPO) - The Company generated gross proceeds of $200 million from the sale of 20,000,000 Units at an offering price of $10.00 per Unit during the Initial Public Offering [151]. - The company completed its Initial Public Offering on October 19, 2021, raising gross proceeds of $200 million from the sale of 20,000,000 units at $10.00 per unit [175]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds from the IPO, totaling $4,000,000, with an additional deferred fee of 3.50% amounting to $7,000,000 [162]. - The underwriters exercised a partial over-allotment option, purchasing an additional 1,240,488 units at an offering price of $10.00 per unit, generating additional gross proceeds of $12,404,880 [187]. Business Combination - The company must complete a Business Combination by October 19, 2023, or it will cease operations and redeem public shares at a price equal to the amount in the Trust Account [181]. - The company has until October 19, 2023, to consummate a Business Combination, with uncertainty regarding its ability to do so, raising substantial doubt about its ability to continue as a going concern [212]. - The company has not provided assurance that new financing will be available on commercially acceptable terms, which could impact its plans for a Business Combination [212]. - The company has drawn $302,500 from Working Capital Loans as of March 31, 2023, to finance transaction costs related to a Business Combination [166]. - The Company has the option to convert up to $1,000,000 of Working Capital Loans into warrants at a price of $1.50 per warrant upon consummation of a Business Combination [127]. Shareholder Information - The Company has authorized the issuance of 200,000,000 Class A ordinary shares, with 21,240,488 shares outstanding as of March 31, 2023, all subject to possible redemption [139]. - The Company has 5,310,122 Class B ordinary shares issued and outstanding as of March 31, 2023, down from the original issuance of 5,750,000 shares [141]. - The company has issued 5,750,000 founder shares at approximately $0.004 per share, representing 20% of the outstanding shares after the offering [202]. Financial Advisory and Fees - The Company has agreed to pay success fees ranging from $50,000 to $1,250,000 to financial advisors for successful business combinations [131]. - The company has entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000 for successful acquisitions [163]. - The company will reimburse an affiliate of the Sponsor up to $10,000 per month for administrative support, totaling $30,000 for the three months ended March 31, 2023 [128]. - The company will reimburse an affiliate of its Sponsor up to $10,000 per month for office space and administrative support until the completion of its initial business combination [185]. Internal Controls and Compliance - The company continues to evaluate its internal controls over financial reporting due to a material weakness identified as of December 31, 2022 [199]. - As of March 31, 2023, the company's disclosure controls and procedures were deemed ineffective due to a material weakness in internal controls over financial reporting related to a contingent fee commitment [221]. - The company has identified a material weakness related to review controls over unrecorded legal fees due to a third-party service provider [199]. - There were no changes in internal control over financial reporting during the fiscal quarter ended March 31, 2023, that materially affected the internal control [199]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain internal control audit requirements [197]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [168]. - The company is classified as an emerging growth company under the JOBS Act, allowing it to delay compliance with new or revised accounting standards [213]. Risks and Uncertainties - The company is subject to risks associated with being an early stage and emerging growth company, which may impact future performance [150]. - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern [212]. - The financial statements do not include adjustments that might result from the company's inability to continue as a going concern [212]. - The company has not recorded any adjustments in its financial statements due to the uncertainty of the COVID-19 pandemic's impact [190]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses [183].
pass Digital Acquisition (CDAQ) - 2023 Q1 - Quarterly Report