duit Pharmaceuticals (CDT) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed financial statements and related disclosures Item 1. Financial Statements This section presents the unaudited condensed financial statements, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, and specific financial items for the periods ended June 30, 2023, and December 31, 2022 Condensed Balance Sheets This section provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Balance Sheet Highlights (June 30, 2023 vs. December 31, 2022) | Item | June 30, 2023 | December 31, 2022 | | :---------------------------------------- | :------------ | :---------------- | | Cash | $277,761 | $345,777 | | Investments held in Trust Account | $23,339,887 | $136,871,183 | | Total Assets | $23,694,377 | $137,517,822 | | Accrued excise tax | $1,140,683 | $0 | | Note payable – Sponsor | $750,000 | $0 | | Common stock subject to possible redemption | $23,108,897 | $136,771,183 | | Total Stockholders' Deficit | $(6,070,205) | $(4,300,086) | Unaudited Condensed Statements of Operations This section details the company's revenues, expenses, and net loss over specific reporting periods Condensed Statements of Operations Highlights (3 & 6 Months Ended June 30) | Item | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | General and administrative expenses | $376,266 | $249,420 | $853,672 | $493,138 | | Administration fee – related party | $30,000 | $30,000 | $60,000 | $50,000 | | Total expenses | $406,266 | $279,420 | $913,672 | $543,138 | | Interest income – Investments held in Trust Account | $275,290 | $191,585 | $939,522 | $201,767 | | Income tax expense | $(212,735) | $(29,704) | $(249,292) | $(29,704) | | Net loss | $(343,711) | $(117,539) | $(223,442) | $(371,075) | | Class A common stock – Basic and diluted net loss per share | $(0.06) | $(0.01) | $(0.03) | $(0.03) | Unaudited Condensed Statements of Changes in Stockholders' Deficit This section outlines the changes in the company's equity over a specific period, including net income/loss and redemptions Changes in Stockholders' Deficit (January 1, 2023 to June 30, 2023) | Item | Amount (USD) | | :---------------------------------------------- | :----------- | | Balance, January 1, 2023 (Total Stockholders' Deficit) | $(4,300,086) | | Remeasurement of Class A common stock subject to possible redemption (Q1 2023) | $(158,900) | | Accrued excise tax on January 24, 2023 redemptions | $(1,140,683) | | Net income (Q1 2023) | $120,269 | | Balance, March 31, 2023 (Total Stockholders' Deficit) | $(5,479,400) | | Remeasurement of Class A common stock subject to possible redemption (Q2 2023) | $(247,094) | | Net loss (Q2 2023) | $(343,711) | | Balance, June 30, 2023 (Total Stockholders' Deficit) | $(6,070,205) | Unaudited Condensed Statement of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Statement of Cash Flows Highlights (6 Months Ended June 30) | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :------------------------------------------------ | :------------ | :------------ | | Net cash used in operating activities | $(1,220,554) | $(819,400) | | Net cash provided by (used in) investing activities | $114,470,818 | $(134,895,000) | | Net cash (used in) provided by financing activities | $(113,318,280) | $136,503,532 | | Net change in cash | $(68,016) | $789,132 | | Cash at end of period | $277,761 | $837,687 | - Cash used in operating activities was primarily due to net loss, interest income earned on trust assets, and changes in accrued expenses and income tax payable, offset by changes in prepaid expenses. Investing activities were significantly impacted by withdrawals from the Trust Account for redemptions[31][58] Notes to Unaudited Condensed Financial Statements This section provides detailed explanations and disclosures supporting the condensed financial statements NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN This note describes the company's formation, business combination plans, and assessment of its ability to continue as a going concern - The Company, a SPAC, was incorporated on October 19, 2021, to effect a business combination. Its Initial Public Offering (IPO) was consummated on February 7, 2022[60][61] - A definitive Business Combination Agreement (BCA) was entered into with Conduit Pharmaceuticals Limited on November 8, 2022, and subsequently amended. Upon closing, the Company will be renamed Conduit Pharmaceuticals Inc[83][84] - The BCA contemplates issuing 65,000,000 shares of common stock to Conduit shareholders and a concurrent $27,000,000 PIPE Financing[64] - Stockholders approved extending the business combination period up to 12 times, each for one month, from February 7, 2023, to February 7, 2024. Monthly deposits of approximately $77,000 (or $0.035 per non-redeemed share) are required into the Trust Account for extensions[69][90] - During the six months ended June 30, 2023, 11,037,272 Class A common shares were redeemed at approximately $10.33 per share, resulting in $114 million removed from the Trust Account, leaving a balance of approximately $23.3 million[117] - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to the limited Combination Period and significant costs incurred in pursuit of acquisition plans[118] NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the key accounting principles and methods used in preparing the financial statements - The financial statements are prepared in accordance with US GAAP. The Company is an 'emerging growth company' and has elected to delay the adoption of new or revised financial accounting standards[92][93][119] Cash and Investments Held in Trust Account | Item | June 30, 2023 | December 31, 2022 | | :---------------------------------- | :------------ | :---------------- | | Cash | $277,761 | $345,777 | | Investments held in Trust Account | $23.3 million | $136.9 million | - Offering costs totaled $7,738,161, including underwriting fees and deferred underwriting fees[21] - Class A common stock subject to possible redemption is classified as temporary equity due to redemption features outside the Company's control[97] - A 1% excise tax liability of $1,140,683 was accrued as of June 30, 2023, on Class A common stock redemptions, as mandated by the Inflation Reduction Act of 2022[126] - The Company uses a three-tier fair value hierarchy (Level 1, 2, 3) for financial instruments, with investments held in the Trust Account classified as Level 1[107][133][149][173][174] NOTE 3 — INITIAL PUBLIC OFFERING This note details the terms and proceeds of the company's Initial Public Offering - The Company sold 13,225,000 Units in its IPO at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable Public Warrant, exercisable at $11.50 per share[160] NOTE 4 — PRIVATE PLACEMENTS This note describes the private placement of units to the Sponsor and related terms - The Sponsor purchased 754,000 Private Placement Units at $10.00 per Unit, generating $7,540,000. Each unit includes one Class A share and one warrant, exercisable at $11.50 per share[136] - Proceeds from the Private Placement Units are held in the Trust Account. These units are subject to transfer restrictions and will expire worthless if a Business Combination is not completed[136] NOTE 5 — RELATED PARTY TRANSACTIONS This note discloses transactions and arrangements with related parties, including the Sponsor - The Sponsor holds 3,306,250 Founder Shares, acquired for $25,000, which are subject to transfer restrictions[137][212] - The Company entered into a $1.5 million promissory note with the Sponsor on March 7, 2023, to fund the Trust Account and operating expenses. As of June 30, 2023, $750,000 was outstanding[111][216] - The Company pays Murphy Canyon Management Group, Inc. (an affiliate of the Sponsor) $10,000 per month for administrative support. Payments totaled $60,000 for the six months ended June 30, 2023, up from $50,000 in the prior year period[139][213] NOTE 6 — COMMITMENTS AND CONTINGENCIES This note details the company's contractual obligations and potential future liabilities - Underwriters received a cash underwriting discount of $2,645,000 and are entitled to a deferred fee of $4,628,750, payable upon completion of a Business Combination[166] - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, and expire five years after a Business Combination[26] - The Company may redeem Public Warrants at $0.01 per warrant if the Class A common stock price equals or exceeds $18.00 for 20 trading days within a 30-trading day period[36][146] NOTE 7 — STOCKHOLDERS' DEFICIT This note provides details on the components of stockholders' deficit, including common stock and redemptions - As of June 30, 2023, 754,000 shares of Class A common stock were issued and outstanding (excluding 2,187,728 shares subject to possible redemption). During the six months ended June 30, 2023, 11,037,272 Class A shares were redeemed for $114,068,280[143] - As of June 30, 2023, 3,306,250 shares of Class B common stock were issued and outstanding. These shares automatically convert into Class A common stock at the time of a Business Combination[168][169] - The Company is authorized to issue 1,000,000 shares of preferred stock, but none were issued or outstanding as of June 30, 2023, and December 31, 2022[35] NOTE 8 — FAIR VALUE MEASUREMENTS This note explains the company's methodology for fair value measurements of financial instruments - The Company adheres to ASC 820 for fair value measurements, classifying assets and liabilities into a three-tier hierarchy based on the observability of inputs: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[107][133][149][173] - Investments held in the Trust Account are classified as Level 1 fair value measurements[174] NOTE 9 — TAXES This note provides information on the company's income tax policies and related disclosures - The Company follows ASC 740 for income taxes. The estimated effective tax rates for the three and six months ended June 30, 2023, were approximately 162% and 964%, respectively, primarily due to changes in the valuation allowance and prior year tax true-up[28][102] - The Company files income tax returns in the U.S. federal and California jurisdictions. No unrecognized tax benefits or accrued interest/penalties were reported as of June 30, 2023, or December 31, 2022[28][103][131] NOTE 10 — SUBSEQUENT EVENTS This note discloses significant events that occurred after the reporting period but before the financial statements were issued - Subsequent to June 30, 2023, the Company deposited $77,800 on July 6, 2023, and $78,393 on August 7, 2023, into the Trust Account to extend the period for consummating a business combination[18][175] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, including an overview of its SPAC activities, the proposed merger with Conduit Pharmaceuticals, and an analysis of liquidity, capital resources, and related party transactions Cautionary Note Regarding Forward-Looking Statements This section warns readers about the inherent uncertainties and risks associated with forward-looking statements in the report - The report contains forward-looking statements that involve risks and uncertainties, which could cause actual results to differ materially from expectations. Readers are directed to the Risk Factors section for important factors[38][153] Overview This section provides a general summary of the company's SPAC activities and its proposed business combination - The Company is a blank check company (SPAC) formed to effect a business combination. It entered into a Merger Agreement with Conduit Pharmaceuticals Limited on November 8, 2022, with amendments in January and May 2023[177][180] - A $27 million Private Placement (PIPE) is planned concurrently with the Conduit Business Combination. Stockholders approved extending the business combination period to February 7, 2024, requiring monthly contributions to the Trust Account[182][206][207] - During the six months ended June 30, 2023, $389,942 was funded for monthly extension payments into the Trust Account[182] Results of Operations and Known Trends or Future Events This section analyzes the company's financial performance and discusses significant trends or anticipated future events Net Loss and Key Expenses/Income (3 & 6 Months Ended June 30) | Item | 3 Months Ended June 30, 2023 | 3 Months Ended June 30, 2022 | 6 Months Ended June 30, 2023 | 6 Months Ended June 30, 2022 | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(343,711) | $(117,539) | $(223,442) | $(371,075) | | General and administrative expenses | $376,266 | $249,420 | $853,672 | $493,138 | | Interest income – Investments held in Trust Account | $275,290 | $191,585 | $939,522 | $201,767 | | Income tax expense | $212,735 | $29,704 | $249,292 | $29,704 | - General and administrative expenses increased in 2023 due to professional fees for legal, accounting, and consulting related to SEC filings and the special meeting. Income tax expense also increased due to higher interest income[40][209] - Redemptions of 11,037,272 Class A common shares in January 2023 removed $114 million from the Trust Account, reducing its balance to approximately $24 million. This is expected to result in lower interest income for the second half of 2023[184][257] Liquidity, Capital Resources and Going Concern This section discusses the company's cash position, funding sources, and its ability to meet future obligations - As of June 30, 2023, the Company had $277,761 in cash. A deferred underwriting fee of $4,628,750 is payable upon completion of a Business Combination[155][185] - Management has substantial doubt about the Company's ability to continue as a going concern due to the limited Combination Period and significant ongoing costs in pursuit of a business combination[211] Related Party Transactions This section details transactions between the company and its related parties, such as the Sponsor - The Sponsor purchased 4,312,500 founder shares for $25,000 (later reduced to 3,306,250 shares) and 754,000 private placement units for $7,540,000[188][212] - The Company pays Murphy Canyon Management Group, Inc. (an affiliate of the Sponsor) $10,000 per month for administrative support, totaling $60,000 for the six months ended June 30, 2023[213] - A $1.5 million promissory note from the Sponsor, with $750,000 outstanding as of June 30, 2023, funds the Trust Account and operating expenses. The Sponsor has waived redemption rights for its founder shares[215][216] Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results This section confirms the absence of off-balance sheet arrangements and contractual obligations - As of June 30, 2023, the Company did not have any off-balance sheet arrangements or commitments and contractual obligations[217] JOBS Act This section explains the company's status as an 'emerging growth company' under the JOBS Act - The Company qualifies as an 'emerging growth company' under the JOBS Act and has elected to delay the adoption of new or revised accounting pronouncements, which may affect comparability with other public companies[218] Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk As a smaller reporting company, the Company is not required to provide quantitative and qualitative disclosures regarding market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures regarding market risk[191] Item 4. Controls and Procedures This section reports on the effectiveness of the company's disclosure controls and procedures and any changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section assesses the effectiveness of the company's disclosure controls and procedures - The principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2023[192] Changes in Internal Control over Financial Reporting This section reports on any material changes in the company's internal control over financial reporting - There were no material changes in the Company's internal control over financial reporting during the fiscal quarter ended June 30, 2023[193] PART II. OTHER INFORMATION This section covers additional information not included in the financial statements, such as legal proceedings and risk factors Item 1. Legal Proceedings The Company reports no legal proceedings - There are no legal proceedings to report[195][221] Item 1A. Risk Factors This section updates previously disclosed risk factors, highlighting new risks related to potential Nasdaq delisting due to non-compliance with listing requirements and the financial impact of the Inflation Reduction Act's excise tax on stock repurchases - No material changes to risk factors from the Annual Report for the year ended December 31, 2022, except as set forth below[1] - The Company received a notice from Nasdaq regarding non-compliance with the minimum Market Value of Listed Securities (MVLS) requirement ($50,000,000) and has until October 9, 2023, to regain compliance. Failure to comply could lead to delisting, reduced liquidity, and classification as 'penny stock'[196][197][223][224][225][231][233] - The Company is subject to a 1% excise tax on stock repurchases (redemptions) under the Inflation Reduction Act of 2022 (IRA) for repurchases after December 31, 2022. An excise tax liability of $1,140,683 was recorded as of June 30, 2023, on Class A common stock redemptions[126][198][233][234] - Issuances of stock in connection with a business combination (including any PIPE transaction) can reduce the amount of the excise tax in the same taxable year. The availability of an exemption for complete liquidation of a SPAC is not entirely clear[5][225] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company reports no unregistered sales of equity securities or use of proceeds - None to report[200] Item 3. Defaults Upon Senior Securities The Company reports no defaults upon senior securities - None to report[227] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the Company - Not applicable[201] Item 5. Other Information The Company reports no other information - None to report[228] Item 6. Exhibits This section lists all exhibits filed as part of or incorporated by reference into the Quarterly Report on Form 10-Q, including various certifications and XBRL documents - The exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act of 2002) and Inline XBRL documents (Instance, Calculation, Schema, Definition, Labels, Presentation Linkbase Documents, and Cover Page Interactive Data File)[229] PART III. SIGNATURES This section contains the official signatures certifying the submission of the report Signatures The report is signed by the Company's Chief Executive Officer and Chief Financial Officer, certifying its submission - The report was signed on August 14, 2023, by Jack K. Heilbron, Chief Executive Officer, and Adam Sragovicz, Chief Financial Officer[10][230]