IPO and Fundraising - The company completed its Initial Public Offering (IPO) of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200 million on October 19, 2021[145]. - An additional 1,240,488 units were sold at $10.00 per unit on November 30, 2021, generating total gross proceeds of $12,404,880, bringing the aggregate proceeds in the Trust Account to $212,404,880[151]. - Institutional Anchor Investors purchased 20,000,000 units in the IPO, indicating strong initial interest from significant investors[146]. - The underwriters received a cash underwriting discount of $4,000,000 from the Initial Public Offering, with a deferred fee of $7,000,000 contingent on completing a Business Combination[175]. Financial Position - As of September 30, 2023, the company held cash of $450,980 and current liabilities of $926,502, indicating a decrease in cash from $936,434 as of December 31, 2022[159]. - As of September 30, 2023, the company had a working capital deficit of $390,085 and $450,980 in its operating bank account[179]. - The company incurred additional offering costs of $682,268 related to the over-allotment option, impacting net proceeds available for business combinations[151]. - Approximately $169.1 million (about $10.54 per share) was removed from the Trust Account due to the redemption of 16,045,860 Class A ordinary shares[164]. Business Operations - The company has not generated any operating revenues and will only do so after completing its initial Business Combination[144]. - For the three months ended September 30, 2023, the company reported a net income of $2,009,138, with a loss from operations of $594,934[167]. - For the nine months ended September 30, 2023, the company reported a net income of $5,410,558, with a loss from operations of $1,246,968[168]. - The company incurred $30,000 and $90,000 for related party administrative support for the three and nine months ended September 30, 2023, respectively[172]. Business Combination and Liquidation - The company has a deadline of July 19, 2024, to complete a Business Combination, or it will proceed to liquidate and redeem public shares[158]. - The company will provide public shareholders the opportunity to redeem shares for a pro rata portion of the Trust Account upon completion of a Business Combination[156]. - Shareholders approved the Extension Amendment Proposal to extend the deadline for the initial business combination from October 19, 2023, to July 19, 2024[163]. - The company has until July 19, 2024, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[182]. Risks and Classifications - The company is subject to risks associated with early-stage and emerging growth companies, including the ability to select appropriate target businesses for acquisition[143]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[184]. - The company has not opted out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[185]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[193]. Shareholder and Equity Information - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor on August 31, 2023[161]. - Net income per ordinary share is calculated by dividing net income by the weighted average of ordinary shares outstanding, excluding the effect of certain warrants due to their anti-dilutive nature[188]. - Warrants are classified as either equity or liability based on specific terms, with assessments conducted at issuance and quarterly[189]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value on the balance sheet[191].
pass Digital Acquisition (CDAQ) - 2023 Q3 - Quarterly Report