Business Combination and Financing - The company has a 30-month Combination Period to consummate its initial Business Combination, which is set to expire on May 8, 2024 [20]. - The company is exploring additional financing options to complete its initial Business Combination [14]. - The company has not secured third-party financing for its initial Business Combination, which may affect its options [93]. - The company intends to utilize cash from its Initial Public Offering and Private Placement for a Business Combination, with no substantive commercial business currently engaged [96]. - The company has identified an acquisition strategy focused on Israel-related companies in sectors such as fintech, insuretech, and digital banking, aiming for businesses with proven revenue growth [78]. - The company aims to create liquidity events for target businesses and provide capital for growth and expansion through its Business Combination [93]. - The company has a robust network of relationships with industry leaders and investment professionals to source high-quality acquisition targets [86]. - The company is focused on targets with attributes such as disruptive technology and strong revenue growth potential [80]. - The company has experienced management capable of navigating diverse economic conditions to execute successful transactions [87]. - The cash proceeds from the PIPE investment must be not less than an aggregate of $15,000,000 [55]. SEC Regulations and Compliance - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will become effective on July 1, 2024, impacting SPAC Business Combination transactions [15]. - The company anticipates challenges in negotiating and completing its initial Business Combination due to the new SEC regulations [15]. - The obligations to consummate the Business Combination are subject to various conditions, including obtaining material regulatory approvals [54]. - The Business Combination requires the approval of both the company's and Scage's shareholders [53]. Shareholder Rights and Redemption - Shareholders will have the option to convert their shares into their pro rata share of the Trust Account amount during the Business Combination approval process [111]. - Public Shareholders can convert their shares into their pro rata share of the Trust Account, which is subject to taxes due but not yet paid [114]. - The redemption price for Public Shares upon liquidation is expected to be approximately $11.07 per share, based on the net proceeds from the Initial Public Offering [124]. - If the Initial Business Combination is not completed by May 8, 2024, the company will cease operations and redeem Public Shares, extinguishing shareholders' rights [121]. - The company will not redeem Public Shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules [122]. - In the event of bankruptcy, the Trust Account proceeds may be subject to claims from creditors, potentially reducing the amount returned to shareholders [128]. - Public Shareholders are entitled to funds from the Trust Account only upon completion of the Initial Business Combination or if unable to complete it within the Combination Period [129]. Financial Position and Trust Account - A total of $175,950,000 was placed in the Trust Account, consisting of $153,000,000 from the Initial Public Offering and $22,950,000 from the Private Placement [28]. - The company has approximately $51,200,344 in its Trust Account, equating to $11.07 per share, as of December 31, 2023, assuming no redemptions [93]. - The company must complete its initial Business Combination by May 8, 2024, or it will terminate and distribute amounts in the Trust Account [29]. - The company has $37 held outside the Trust Account to cover costs associated with dissolution, but cannot assure that these funds will be sufficient [123]. Management and Governance - The company introduced new management as part of the Sunorange Investment, with Calvin Kung becoming CEO and Wang Chiu (Tommy) Wong as CFO [30]. - The company has retained its officers and directors, but potential conflicts of interest may arise due to their involvement in other businesses [14]. - Certain executive officers and directors may have fiduciary duties to other entities, which could potentially limit the company's acquisition opportunities [136]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from various reporting requirements [145]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Ordinary Shares held by non-affiliates exceeds $700 million [147]. - The company is a smaller reporting company and is not required to provide certain disclosures under the Exchange Act [245]. Risks and Challenges - The company is subject to various risks and uncertainties that may cause actual results to differ materially from forward-looking statements [16]. - The company may face challenges in evaluating the management of the target business, which could impact the success of the Business Combination [108]. - The company may face intense competition from well-established entities in the acquisition space, which may limit its ability to compete effectively [135]. - The company has a potential incentive to consummate an initial Business Combination with an acquisition target that may decline in value or be unprofitable for public investors [14].
Finnovate Acquisition (FNVT) - 2023 Q4 - Annual Report