Financial Performance - For the nine months ended December 31, 2022, the company reported a net income of $5,459,292, driven by a gain on the change in fair value of the derivative warrant liability of $3,709,680 and interest income of $3,305,210 [196]. - For the three months ended December 31, 2022, the company achieved a net income of $3,328,008, resulting from a gain on the change in fair value of the derivative warrant liability of $1,621,680 and interest income of $1,959,780 [207]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination [195]. Cash and Expenses - The company had cash of $260,143 held outside the Trust Account as of December 31, 2022, intended for identifying and evaluating target businesses and related expenses [211]. - The company incurred and paid $120,000 in expenses for office space and administrative support during the nine months ended December 31, 2022 [217]. - As of December 31, 2022, the Company had incurred unpaid legal fees of approximately $242,928, which will only become due upon the consummation of a Business Combination [230]. Debt and Financing - As of December 31, 2022, the company had no amounts outstanding under any Working Capital Loans [198]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of December 31, 2022 [214][202]. - The cash underwriting discount paid to the underwriter was $0.20 per Unit, totaling $4,600,000, with a deferred fee of $0.35 per Unit, amounting to $8,050,000 in aggregate [220]. Business Combination and Agreements - The company intends to extend the deadline for consummating a Business Combination from March 3, 2023, to December 3, 2023, pending shareholder approval [206]. - The Company plans to hold an extraordinary general meeting on February 24, 2023, to approve an amendment to extend the deadline for consummating a Business Combination from March 3, 2023, to December 3, 2023 [232]. - The Forward Purchase Agreement allows for the purchase of up to $20,000,000 of units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant [229]. Transaction Costs and Fees - The company’s transaction costs amounted to $13,428,526 as of December 3, 2021, including $4,600,000 in underwriting fees and $8,050,000 in deferred underwriting fees [215]. - The deferred fee to the underwriter will only be payable from amounts held in the Trust Account if a Business Combination is completed [228]. - The Company recognized a charge of $1,532,700 for the excess fair value of Private Placement Warrant liabilities over the proceeds received upon issuance [236]. Regulatory and Compliance - The Class A ordinary shares are subject to SEC guidance on redeemable equity instruments, which may affect their classification as permanent equity [224]. - The Company will bear the expenses incurred in connection with the filing of registration statements for the securities held by the holders of Class B ordinary shares and warrants [218]. Underwriter Activities - The underwriter exercised the over-allotment option, purchasing an additional 3,000,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $30,000,000 [219]. Interest Rates - The risk-free interest rate increased from 1.53% to 4.20% from March 31, 2022, to December 31, 2022 [192]. Consulting Agreements - The Company entered into a consulting agreement with a Strategic Advisor, which includes a Capital Markets Advisory Fee of $1,500,000 plus an Incremental Advisory Fee based on Trust Proceeds, potentially totaling up to $2,500,000 [231].
Capitalworks Emerging Markets Acquisition p(CMCA) - 2023 Q3 - Quarterly Report