IPO and Financial Proceeds - The company completed the sale of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000 from the IPO[129]. - Following the IPO and the exercise of the over-allotment option, the total gross proceeds amounted to $172,500,000[130]. - As of November 2, 2023, $175,950,000 was placed in a Trust Account, invested only in U.S. government securities[131]. - Shareholders redeemed 12,626,668 Class A ordinary shares for approximately $10.50 per share, totaling a redemption value of approximately $132,616,922[138]. - The company recognized the accretion from initial book value to redemption amount immediately upon the closing of the IPO[180]. Business Combination and Investments - The company entered into an Investment Agreement with Sunorange, which included the acquisition of 3,557,813 Class B ordinary shares and 6,160,000 Private Placement Warrants[132]. - The Scage Business Combination is valued at $1.0 billion, with plans for the company to seek listing on Nasdaq upon completion[145]. - The company engaged a third-party consultant to identify potential targets for its Business Combination, agreeing to a contingent fee of 0.5% of the implied enterprise value[146]. - Sunorange has agreed to deposit an additional $100,000 into the Trust Account for each month needed to complete the initial Business Combination until May 8, 2024[134]. - The company has until May 8, 2024, to complete a Business Combination, or it will commence automatic winding up and liquidation[170]. Financial Performance - As of September 30, 2023, the company reported a net income of $6,069 for the three months ended, with $641,632 in interest income and $653,563 in formation and administrative expenses[159]. - For the nine months ended September 30, 2023, the company achieved a net income of $2,412,428, consisting of $3,894,122 in interest income offset by $1,481,694 in expenses[160]. - The company utilized $243,312 in operating activities for the nine months ended September 30, 2023, primarily due to increases in accounts payable and accrued expenses[163]. - The company had cash outside the Trust Account of $867 as of September 30, 2023, with the remaining cash held in the Trust Account being generally unavailable for use prior to the initial Business Combination[162]. Debt and Financial Obligations - The company issued an Extension Note of up to $1,200,000 to the Sponsor, with a monthly payment of $100,000 until the completion of an initial Business Combination[140]. - As of September 30, 2023, the outstanding balance of the Extension Note was $500,000, with no interest accrued[140]. - The company issued a Working Capital Note in the principal amount of up to $1,500,000 to Sunorange on November 8, 2023, related to advances made since May 8, 2023[157]. - As of September 30, 2023, the company had no long-term debt or capital lease obligations, with a monthly administrative services agreement costing up to $3,000[174]. Regulatory and Compliance Issues - The company received a deficiency notice from Nasdaq on September 12, 2023, for failing to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2023[155]. - On October 9, 2023, the company received another deficiency notice from Nasdaq for not meeting the minimum 400 total holders requirement[156]. Risk Factors and Accounting Standards - Factors that may adversely affect the company's results include economic downturns, inflation, and geopolitical instability, which could impact the ability to complete an initial Business Combination[189]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[187]. - Recent accounting standards updates, such as ASU 2020-06 and ASU 2022-03, are being assessed for their potential impact on the company's financial position and results of operations[184][185]. - The company does not believe that any recently issued accounting standards will have a material effect on its unaudited condensed financial statements[186]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[191]. - The company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury obligations or money market funds[190]. Earnings Per Share - Basic and diluted net income per share for redeemable ordinary shares is calculated by dividing net income allocated proportionally to each class of ordinary shares by the weighted average number of shares outstanding[182]. - The calculation of diluted income per ordinary share excludes the effect of warrants issued in connection with the IPO, as their exercise is contingent upon future events[183]. - The company’s redeemable ordinary shares are classified as temporary equity due to certain redemption rights considered outside of its control[179].
Finnovate Acquisition (FNVT) - 2023 Q3 - Quarterly Report