Fundraising and Financial Position - The company completed its initial public offering on January 18, 2022, raising gross proceeds of $189.75 million from the sale of 18,975,000 units, including 2,475,000 units from the underwriters' over-allotment option[22]. - A private placement of 7,942,500 warrants was also completed, generating an additional $7.94 million in gross proceeds[22]. - The net proceeds of $191.65 million from the IPO and private placement are held in a trust account, invested in U.S. government securities until a business combination is completed or funds are distributed[23]. - The company has available funds for a business combination amounting to $184,206,250, assuming no redemptions, after accounting for $6,641,250 in deferred underwriting fees and estimated offering expenses of $800,000[56]. - The anticipated amount in the trust account is $10.10 per public share at the completion of the initial business combination[80]. - The company has access to up to $1,450,000 from the proceeds of its initial public offering and the sale of private placement warrants to cover potential claims[110]. - Estimated costs and expenses related to liquidation are approximately $100,000[112]. - If the trust account proceeds fall below $10.10 per public share, the actual redemption price may be significantly less[109]. - The company may not redeem public shares if it would cause net tangible assets to fall below $5,000,001[117]. - The company may need to seek additional financing if the net proceeds from the initial public offering and private placement warrants are insufficient for the initial business combination[198]. Business Strategy and Focus - The company aims to focus on businesses in the "new economy sectors," including technology and financial technology, within Frontier Growth Markets such as MENA, SSA, SA, and SEA[20]. - The business strategy includes identifying companies with established business models and strong unit economics, targeting a fair market value of at least 80% of the net assets held in the trust account for any business combination[25][33]. - The company intends to pursue businesses with scalable operations and a focus on ESG principles, aiming for a positive impact in Frontier Growth Markets[32][34]. - The company plans to leverage its management team's local knowledge and CIM's global investment platform to identify and evaluate potential acquisition targets[30]. - The company may pursue acquisition opportunities outside of its management's area of expertise, which could pose risks[174]. Business Combination Process - The company has not yet selected a specific business combination target and has not engaged in substantive discussions with any potential targets[59]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire 100% of the target business's equity interests or assets[46]. - The company is required to complete its initial business combination with a target that has a fair market value equal to at least 80% of the assets held in the trust account[44]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with its initial business combination[60]. - The company may face intense competition from other entities seeking similar business combinations, which could limit its acquisition capabilities[120]. - The company may face challenges in completing an initial business combination with foreign companies due to cross-border risks and regulatory approvals[210]. Shareholder Rights and Redemption - Shareholder approval is required if the company issues Class A ordinary shares equal to or exceeding 20% of the outstanding shares[72]. - The company will provide public shareholders with the opportunity to redeem shares at a price based on the amount in the trust account, subject to certain limitations[80]. - Public shareholders may redeem their shares without voting, and the company will return any shares submitted for redemption if the business combination is not completed[97]. - The company intends to conduct redemptions without a shareholder vote unless required by law or stock exchange listing requirements[81]. - The company may require public shareholders to tender their shares to exercise redemption rights, ensuring irrevocability of the redemption election[92]. - If the business combination is not completed within the specified time, the company will redeem public shares at a per-share price based on the trust account balance, estimated at approximately $10.10 per share[106]. - The company expects to complete its initial business combination only with the approval of a majority of ordinary shares at a general meeting[89]. - Initial shareholders and their permitted transferees are expected to own at least 20% of the issued and outstanding ordinary shares entitled to vote at the time of the shareholder vote[89]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 following such redemptions[90]. - If the initial business combination is not completed within 24 months, public shareholders may have to wait longer for redemption from the trust account[167]. Risks and Challenges - The company has not generated any operating revenues to date and will only do so after completing a business combination[26]. - The lack of business diversification may expose the company to significant risks associated with the performance of a single business[67]. - The company may incur losses from costs associated with identifying and evaluating prospective target businesses that do not lead to a completed business combination[66]. - The company may face challenges in completing a business combination if too many public shareholders exercise their redemption rights, potentially affecting its financial condition[129]. - The COVID-19 pandemic may adversely affect the company's ability to complete a business combination due to market volatility and restrictions on travel and meetings[139]. - The company may face claims from creditors that could reduce the per-share amount received by shareholders in the event of liquidation[164]. - The company may face negative interest rates on trust account investments, which could reduce the per-share redemption amount for public shareholders below $10.10[162]. - The company may face conflicts of interest due to relationships between its sponsor, directors, and potential target businesses[183]. - The investigation and negotiation for potential business combinations will require substantial management time and costs, which may not be recoverable if the transaction does not proceed[182]. - The company may face difficulties in complying with laws and regulations, which could adversely affect its business operations[166]. Management and Governance - The management team has over 85 years of combined experience in investing in Frontier Growth Markets, enhancing credibility and due diligence processes[21]. - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds[54]. - The company is also classified as a "smaller reporting company," allowing it to provide reduced disclosure obligations[55]. - The initial shareholders, directors, and officers have agreed to vote in favor of the initial business combination, which requires 7,115,626 public shares (37.5%) to be voted in favor for approval[127]. - Initial shareholders collectively own 20% of the ordinary shares and will control the appointment of the board of directors until the initial business combination is completed[200]. - The company has three officers and does not plan to hire full-time employees before completing its initial business combination[123]. Additional Considerations - The company may engage in private transactions to influence votes on the business combination, potentially reducing the public float of its securities[143]. - The company may attempt to complete multiple business combinations simultaneously, which could hinder the ability to finalize the initial business combination[218]. - Each seller must agree that their business purchase is contingent on the simultaneous closings of other business combinations, complicating the acquisition process[218]. - The company may face additional burdens and costs related to multiple negotiations and due diligence investigations if there are multiple sellers[218]. - The potential issuance of additional Class A ordinary shares upon warrant exercise could dilute existing shares and complicate business combination efforts[205]. - The company may seek to amend its governing instruments to facilitate the completion of the initial business combination, which may not be supported by all shareholders[195].
silium Acquisition I(CSLM) - 2021 Q4 - Annual Report