Financial Position - As of March 31, 2023, total assets amounted to $14,491,687, a significant decrease from $109,158,375 as of December 31, 2022[15] - Total current liabilities rose to $3,700,387 as of March 31, 2023, compared to $1,947,671 as of December 31, 2022, representing an increase of 89.9%[15] - The company had a stockholders' deficit of $6,885,886 as of March 31, 2023, compared to a deficit of $5,216,953 as of December 31, 2022, reflecting an increase in the deficit[15] - As of March 31, 2023, the Company reported a working capital deficit of approximately $3.21 million, with only $485 in cash available[51] - As of March 31, 2023, the Company had $14,411,751 in the Trust Account, down from $109,099,978 as of December 31, 2022[65] Operating Performance - The company reported a net loss of $109,118 for the three months ended March 31, 2023, compared to a net loss of $388,604 for the same period in 2022, indicating a reduction in losses[17] - Operating costs increased to $578,672 for the three months ended March 31, 2023, up from $391,244 in the same period of 2022, reflecting a 47.9% increase[17] - The basic and diluted net loss per Class A redeemable share was $0.02 for the three months ended March 31, 2023, compared to $0.03 for the same period in 2022[17] - The company generated net cash used in operating activities of $93,476 for the three months ended March 31, 2023, compared to $459,410 for the same period in 2022, indicating improved cash management[24] Trust Account and Investments - The Company has $107,023,296 deposited in a Trust Account, which is invested in U.S. government securities[35] - The Company has outstanding obligations of $1,049,248 under a Convertible Promissory Note for an extension of the business combination deadline[53] Business Combination and Extensions - The Company extended the deadline to complete a Business Combination by up to six months, now due by August 9, 2023[36] - The Company must complete a Business Combination with a fair market value of at least 80% of the assets held in the Trust Account[34] - The Company has until September 9, 2023, or February 9, 2024, to complete a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed by these dates[54] - Stockholders voted to approve a Second Extension Amendment, allowing the Company to extend the deadline for completing a business combination up to six additional months, until February 9, 2024[137][138] Shareholder Activity - The Company redeemed 9,149,326 Public Shares for a total of $95,356,719 on January 31, 2023[62] - Approximately 65% of outstanding Public Shares were redeemed for cash at a price of approximately $10.97 per share, totaling an aggregate redemption amount of approximately $9,501,728[139] - Stockholders holding 866,088 Public Shares (approximately 65% of outstanding Public Shares) redeemed their shares for cash at a redemption price of approximately $10.97 per share, totaling approximately $9,501,728[162] Internal Controls and Compliance - Management identified material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient written policies[182] - The Company plans to enhance internal controls by appointing additional qualified personnel and adopting sufficient written policies during the fiscal year ending December 31, 2023[183] - The Company’s disclosure controls and procedures were deemed ineffective due to material weaknesses in internal control over financial reporting[181] IPO and Financing - The Company completed its IPO on August 9, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 units at $10.00 per unit[30] - The Company incurred transaction costs related to the IPO totaling $6,265,859, which included deferred underwriting commissions and other offering costs[32] - The underwriters are entitled to a deferred underwriting discount of $0.35 per unit, totaling $3,672,368, payable only if the Company completes a Business Combination[94] Tax and Legal Matters - The Company recorded an excise tax liability of $953,567 as of March 31, 2023, calculated as 1% of shares redeemed[62] - The Company had no unrecognized tax benefits and no amounts accrued for interest and penalties related to unrecognized tax benefits[75] - The Company has not disclosed any legal proceedings as of the date of the report[186]
Global Systems Dynamics(GSD) - 2023 Q1 - Quarterly Report