stellation Acquisition I(CSTA) - 2022 Q1 - Quarterly Report

Financial Performance - The company reported a net income of $4,516,335 for the three months ended March 31, 2022, compared to $16,979,718 for the same period in 2021, indicating a decrease of about 73.5%[12] - Basic and diluted net income per share for Class A ordinary shares was $0.12 for Q1 2022, down from $0.59 in Q1 2021, reflecting a decline of approximately 79.7%[12] - The allocation of net income to Class A ordinary shares was $3,613,068 for the period ended March 31, 2022, down from $12,439,185 in the prior year[61] - The company reported a basic and diluted net income per share of $0.12 for Class A ordinary shares for the period ended March 31, 2022, compared to $0.59 for the same period in 2021[61] Assets and Liabilities - As of March 31, 2022, total current assets decreased to $438,035 from $628,115 as of December 31, 2021, representing a decline of approximately 30.3%[10] - Total liabilities decreased to $16,814,209 as of March 31, 2022, from $21,542,689 as of December 31, 2021, a reduction of about 22.0%[10] - The company had cash of $98,331 at the end of Q1 2022, down from $223,378 at the end of Q4 2021, a decrease of approximately 56.0%[20] - As of March 31, 2022, the Company had approximately $98,331 in its operating bank account and a negative working capital of approximately $286,273[37] IPO and Offering Costs - The company generated gross proceeds of $310,000,000 from its IPO, which was completed on January 29, 2021[25] - Total offering costs related to the IPO amounted to $17,586,741, including $6,200,000 in underwriting fees and $10,850,000 in deferred underwriting fees[27] - The company sold 31,000,000 Units at a price of $10.00 per Unit during its IPO, including 1,000,000 Units from the underwriters' over-allotment option[69] - The company incurred transaction costs of $17,586,741 related to the IPO, with $1,143,138 allocated to expenses associated with the warrant liability[51] Business Operations and Future Outlook - The company has not commenced any operations as of March 31, 2022, and will not generate operating revenues until after completing a business combination[24] - The Company is within 12 months of mandatory liquidation, raising substantial doubt about its ability to continue as a going concern until the completion of a Business Combination or liquidation by January 29, 2023[38] - The company has 24 months from the closing of the IPO to complete its initial Business Combination, or it will be required to liquidate[114] - The company had no revenues generated to date and will not generate operating revenues until after completing its initial Business Combination[120] Internal Controls and Compliance - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to complex equity instruments[143] - Management has implemented remediation steps to improve internal control over financial reporting, including expanding the review process for complex securities[144] - The company has expended substantial resources for the remediation and improvement of internal control over financial reporting[146] - There were no material changes in internal control over financial reporting during the quarter ended March 31, 2021, except for the previously mentioned issues[145] Financial Instruments and Valuation - The fair value of financial instruments is measured based on observable inputs, with a hierarchy that includes Level 1, Level 2, and Level 3 classifications[63] - The estimated fair value of the Private Placement Warrants was $1,830,934 as of March 31, 2022, down from $3,473,299 on December 31, 2021[100] - The Public Warrant Liability decreased from $6,510,000 on December 31, 2021 to $3,408,967 on March 31, 2022, reflecting a change in fair value[100] Tax Position - The Company is not subject to income taxes in the Cayman Islands or the United States, resulting in a tax provision of zero for the period presented[57] - The Company has not recognized any unrecognized tax benefits as of March 31, 2022, and December 31, 2021, and expects no material changes in the next twelve months[57] - The Company has no accrued interest or penalties related to unrecognized tax benefits as of March 31, 2022[56] COVID-19 Impact - Management is evaluating the impact of the COVID-19 pandemic, which could negatively affect the Company's financial position and operations[35]