Financial Performance - As of December 31, 2023, the company reported a net loss of $3,921,719, primarily due to $3,561,597 in general and administrative costs and $102,000 in transaction costs[404]. - The company held $21,631 in its operating bank account and had negative working capital of $4,284,613 as of December 31, 2023[395]. - The company incurred $669,866 in changes in the fair value of warrant liabilities for the year ended December 31, 2023[404]. - The Company incurred $480,000 in administrative support fees for the year ended December 31, 2022, with $280,000 outstanding as of December 31, 2023[414]. - The underwriters received $8,000,000 in underwriting discounts and $4,000,000 in deferred fees after a fee reduction agreement[418]. Business Combination - The company is pursuing a business combination with Noventiq, which will involve the issuance of 31,500,000 new Class A ordinary shares to Noventiq's owners[389]. - Shareholders approved an extension to complete the business combination until June 30, 2024, with 83,349 Class A ordinary shares redeemed for a total of $911,508[393][394]. - The company received a notice from Nasdaq regarding potential delisting due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[390]. - The Company and its sponsor have entered into a Sponsor Support Agreement to vote in favor of the Business Combination Agreement and restrict certain share transfers prior to the closing of the Proposed Business Combination[427]. - Noventiq Supporting Shareholders have executed a Voting and Support Agreement to support the Business Combination and agree to a lock-up of Noventiq Shares for six months post-closing[428]. Shareholder and Sponsor Activities - The sponsor paid $25,000 for 8,625,000 Class B ordinary shares, resulting in a per share price of approximately $0.003[406]. - As of December 31, 2022, there were 10,000,000 Class B ordinary shares outstanding after the sponsor forfeited 62,500 shares[406]. - The sponsor converted 9,825,000 Class B ordinary shares into Class A ordinary shares, resulting in 10,244,938 Class A ordinary shares outstanding[406]. - The sponsor purchased 7,600,000 private placement warrants at $1.50 each, generating proceeds of $11,400,000[408]. - Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share[409]. - The sponsor agreed to loan the Company up to $300,000 for IPO expenses, with $115,000 and $55,000 borrowed and repaid in full by December 22, 2020[411]. Compliance and Reporting - The Company has demonstrated adverse conditions that raise substantial doubt about its ability to continue as a going concern for one year following the issuance of the financial statements[397]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[431]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[432]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[433]. - As of December 31, 2023, the Company reported no off-balance sheet arrangements or contractual obligations[430]. IPO Details - The company completed its Initial Public Offering (IPO) on December 21, 2020, raising gross proceeds of $400 million from the sale of 40 million units at $10.00 per unit[386]. - The company has a commitment from its sponsor to loan up to $300,000 to cover expenses related to the IPO[396]. - The Company has agreed to establish a Level 2 ADS facility for American Depositary Shares, expected to trade on Nasdaq under the symbol "NVIQ"[425]. - The Finder's Fee Arrangement includes a $2,000,000 cash payment to a third party contingent on the consummation of the Proposed Business Combination[423].
Corner Growth Acquisition (COOL) - 2023 Q4 - Annual Report