Financial Position - As of December 31, 2023, the company held cash of $44,046 and current liabilities of $1,269,365, compared to cash of $936,434 and current liabilities of $1,245,832 as of December 31, 2022[177]. - The company had a working capital deficit of $780,593 as of December 31, 2023, with only $44,046 in its operating bank account[189]. - The company has recorded Class A Ordinary Shares at a redemption value of $10.65 per share as of December 31, 2023[172]. - The company incurred $120,000 in administrative expenses for the year ending December 31, 2023, compared to $30,000 in 2022[196]. - The company has borrowed a total of $125,000 under the Working Capital Loans as of December 31, 2023, down from $267,500 in 2022[190]. Business Combination - The company has until July 19, 2024, to complete its initial Business Combination, or it will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account[175]. - The company expects to incur significant costs in pursuing its initial Business Combination and cannot assure the success of these plans[177]. - The company may seek to extend the Combination Period, which would require Public Shareholder approval and could adversely affect the Trust Account balance[181]. - The company has until July 19, 2024, to complete a Business Combination, or it will face mandatory liquidation[194]. Shareholder Information - Following the 2023 Redemptions, holders of 16,045,860 Public Shares redeemed their shares for approximately $10.54 per share, totaling an aggregate redemption amount of approximately $169.1 million[158]. - The company’s Sponsors hold approximately 21.11% and 29.44% of the issued and outstanding Ordinary Shares, respectively[156]. - The company issued 5,794,628 Class A Ordinary Shares and 4,710,122 Class B Ordinary Shares, with the Prior Sponsor and Sponsor holding approximately 21.11% and 29.44% of the shares, respectively[183]. Initial Public Offering - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit on October 19, 2021, generating gross proceeds of $200 million[161]. - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily intended for consummating a Business Combination[169]. Income and Expenses - For the year ended December 31, 2023, the company reported a net income of $4,386,322, despite a loss from operations of $5,490,575, primarily due to operating expenses[186]. - The company recognized a gain of $246,814 on the settlement of deferred underwriting fees for the year ended December 31, 2023[204]. Derivative Liabilities - The company reported a change in fair value of derivative warrant liabilities of $364,515 for the year ended December 31, 2023[186]. - Warrants are assessed for classification as either equity or liability instruments based on specific terms, with changes in estimated fair value recognized as non-cash gains or losses[218][219]. Share Valuation - The estimated fair value of the 749,810 Class B Ordinary Shares transferred to investors under non-redemption agreements was $3,444,008, averaging $4.59 per share[209]. - Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value, reflecting uncertain future events[220]. Regulatory Status - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements, including reduced disclosure obligations regarding executive compensation[212]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[213]. - The company is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a smaller reporting company[221]. Earnings Per Share - Net income per Ordinary Share is calculated by dividing net income by the weighted average of Ordinary Shares outstanding, excluding the effect of Warrants due to their contingent nature[217].
pass Digital Acquisition (CDAQ) - 2023 Q4 - Annual Report