Financial Position - As of September 30, 2023, the company had $21,761 in its operating bank account and a working capital deficit of $3,467,719[174]. - The company is indebted to the Sponsor and its affiliates for $1,622,682, which includes $1,342,682 of operating and formation costs and $280,000 of unpaid administrative fees[175]. - The company has not generated any operating revenues until the completion of its initial Business Combination[177]. - The Company believes it will not have sufficient working capital to meet its needs through the consummation of a Business Combination[202]. - As of September 30, 2023, the Company had a total shareholders' deficit of $9,142,385, compared to $5,782,772 as of December 31, 2022[249]. - The Company had $4,493,902 in the Trust Account designated for a Business Combination or to repurchase ordinary shares, alongside a working capital deficit of $3,467,719[262]. - The Trust Account holds a total of $393,676,799, approximately $10.14 per share, including $5,591,169 of earnings not previously withdrawn[196]. Business Combination Plans - The company entered into a definitive business combination agreement with Noventiq Holdings PLC on May 4, 2023[169]. - The Company entered into a Business Combination Agreement with Noventiq Holdings PLC, expecting to close the transaction in the first half of 2024[197]. - The scheduled liquidation date is March 20, 2024, raising substantial doubt about the company's ability to continue as a going concern[176]. - The company held an extraordinary general meeting on June 21, 2023, to extend the deadline for consummating a business combination to March 21, 2024[172]. - The Business Combination Agreement with Noventiq Holdings PLC values Noventiq's equity at $877,000,000, plus the aggregate exercise price of Noventiq's options[252]. - The Company plans to change its name to "Noventiq Holding Company" upon the closing of the business combination[260]. Shareholder Activity - In January 2023, the Company made redemption payments totaling $3,262,655 to shareholders who elected to redeem their shares[196]. - Shareholders elected to redeem 771,499 Class A ordinary shares, resulting in redemption payments of $8,085,078, approximately $10.48 per share[200]. - Shareholders elected to redeem 771,499 Class A ordinary shares, resulting in redemption payments totaling $8,085,078, or approximately $10.48 per share[253]. Operating Results - For the three months ended September 30, 2023, the Company reported a net income of $681,549, while for the nine months, it reported a net loss of $3,007,484[204]. - Operating and formation costs for the three and nine months ended September 30, 2023, were $422,865 and $2,312,947, respectively[204]. - The Company incurred $0 in fees for administrative services for the three and nine months ended September 30, 2023, compared to $120,000 and $360,000 for the same periods in 2022[208]. - The Company incurred $0 in fees for administrative services for the three and nine months ended September 30, 2023, compared to $120,000 and $360,000 for the same periods in 2022[266]. Management and Control - Management concluded that disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting[220]. - The company has agreed to pay the Sponsor $40,000 per month for administrative support services until the completion of the initial Business Combination[181]. - As of September 30, 2023, the Sponsor and affiliates paid operating and formation costs of $1,342,682 on behalf of the Company[209]. Strategic Focus - The Company is focused on identifying acquisition opportunities in the technology industry in the United States and other developed countries[271]. - The Company has not commenced any operations as of September 30, 2023, and will not generate operating revenues until after completing its initial Business Combination[259]. - The company expects to incur significant costs in pursuit of its initial Business Combination plans[174]. - As of September 30, 2023, the Public Warrants and Private Placement Warrants were valued at $0.08 per warrant, totaling approximately $1.1 million and $0.6 million, respectively[189]. - The company transferred its ordinary share of the Merger Sub to New Noventiq on October 4, 2023, resulting in no longer having an ownership interest in the Merger Sub[191].
Corner Growth Acquisition (COOL) - 2023 Q3 - Quarterly Report