Financial Performance - As of September 30, 2022, the company reported income of $4,262,070 for the three months ended, primarily from a gain on change in fair value of warrant liabilities of $3,345,600 and interest income of $1,245,745[146]. - For the nine months ended September 30, 2022, the company reported total income of $11,637,242, driven by a gain on change in fair value of warrant liabilities of $11,608,560 and interest income of $1,632,690[147]. Cash and Liabilities - The company had cash of $890,273 as of September 30, 2022, with liabilities including $1,089,536 in accrued offering costs and $285,539 owed to related parties[149]. - The company deposited $281,520,000 from its initial public offering proceeds into a Trust Account, which will be invested in U.S. government securities[143]. Business Combination - The company has until January 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation and dissolution[152]. - The company has not yet selected a target for its initial Business Combination and is not limited to any specific industry or geographic region[138]. - The company anticipates insufficient working capital to meet its needs for at least the next 12 months if a Business Combination is not consummated[162]. Offering Costs - Transaction costs for the initial public offering amounted to $16,138,202, including $5,520,000 in underwriting commissions[142]. - Offering costs related to the initial public offering amounted to $16,138,202, with $15,428,121 charged to temporary equity and $710,081 charged to expense[167]. - The underwriters earned a total underwriting discount of $5,520,000 from the initial public offering[155]. Internal Controls - The Company reported a material weakness in internal control over financial reporting due to a lack of qualified resources within the accounting department[176]. - Management plans to remediate the identified material weakness by enhancing processes and increasing communication regarding accounting applications[177]. - Disclosure controls and procedures were determined to be ineffective as of September 30, 2022, due to identified material weaknesses[175]. Financial Instruments and Risk - The Company has not engaged in any hedging activities since inception and does not expect to do so in the future[173]. - As of September 30, 2022, there were no off-balance sheet arrangements or commitments[171]. - The net proceeds from the Public Offering were invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[172]. - The Company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[170].
ESGEN Acquisition (ESAC) - 2022 Q3 - Quarterly Report