Financial Performance - Net profit for the nine months ended September 30, 2023, was $550,281, compared to $89,613 for the same period in 2022, indicating a year-over-year increase of approximately 514.5%[26] - Interest earned on investments held in the trust account for the nine months ended September 30, 2023, was $1,290,088, up from $692,750 in the same period of 2022, reflecting an increase of about 86.3%[26] - The company reported a basic and diluted net profit per Class A ordinary share subject to possible redemption of $0.40 for the nine months ended September 30, 2023, compared to $0.02 for the same period in 2022[26] - The company incurred a net loss excluding interest of $739,807 for the nine months ended September 30, 2023, compared to a loss of $603,137 in the same period of 2022[128] - For the nine months ended September 30, 2023, net cash provided by operating activities was approximately $493 thousand, reflecting a net profit of approximately $550 thousand for the period[165] Assets and Liabilities - Total assets decreased from $116,795,605 as of December 31, 2022, to $5,670,969 as of September 30, 2023, representing a decline of approximately 95.1%[23] - Cash and cash equivalents decreased from $59,714 as of December 31, 2022, to $58,238 as of September 30, 2023, a decline of approximately 2.5%[23] - Total liabilities increased from $1,306,328 as of December 31, 2022, to $2,534,637 as of September 30, 2023, representing an increase of approximately 94.0%[23] - The accumulated deficit increased from $(1,203,097) as of December 31, 2022, to $(2,448,655) as of September 30, 2023, indicating a deterioration of approximately 103.5%[30] - As of September 30, 2023, the Company had approximately $58 thousand in cash and an accumulated deficit of approximately $2,449 thousand[55] Business Combination and Financing - The Company intends to finance its initial Business Combination with net proceeds from the Public Offering and Private Placement, which totaled $115 million from the sale of 11,500,000 Units[41] - The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account[45] - The Company has until August 19, 2024, to consummate an Initial Business Combination following the Second Extension Meeting[52] - If the Company fails to complete the Initial Business Combination by the deadline, it will be required to liquidate and redeem public shares at a price equal to the aggregate amount in the Trust Account[48] - The Company has a monthly administrative services agreement with the Sponsor, costing $10,000 per month for office space and utilities[101] Shareholder and Market Compliance - The Company has classified all 11,500,000 Class A ordinary shares sold in the Public Offering as subject to possible redemption[68] - The Company regained compliance with Nasdaq Listing Rule 5550(a)(3) on September 27, 2023, having at least 300 public holders[142] - The Company received a notice of non-compliance with Nasdaq Listing Rule 5550(b)(2) on June 15, 2023, requiring a market value of at least $35 million for continued listing[143] - The company has until December 12, 2023, to regain compliance with the MVLS Rule, or it may face delisting[144] - The company’s sponsor converted 2,874,999 founders shares into Class A ordinary shares, potentially aiding in regaining compliance with the MVLS Rule[194] Risks and Challenges - There is substantial doubt regarding the company's ability to continue as a "going concern" if it cannot complete a business combination by August 19, 2024[164] - The company may face challenges in securing additional financing for its initial business combination due to significant redemptions of public shares[187] - The company is facing risks related to the ongoing conflict in Israel, which may adversely affect its ability to complete business combinations and operations of potential target companies[190] - The review process by governmental entities, such as CFIUS, could delay or prevent the company from consummating potential business combinations[203] - If the company cannot complete its initial business combination within the required timeframe, it may need to liquidate and dissolve, impacting shareholders' potential gains[203] Investment and Valuation - The fair value of money market funds held in the Trust Account is $5,584,651 as of September 30, 2023, significantly reduced from $116,692,038 on December 31, 2022[113] - The Company has a Private Warrant Liability of $9,405 as of September 30, 2023, down from $29,640 on December 31, 2022, indicating a decrease of approximately 68.3%[113] - The estimated fair value of the Private Placement Warrants was calculated using a binomial model and a Black-Scholes-Merton model, incorporating various market assumptions[115] - The company has not experienced any losses on cash accounts exceeding the Federal Depository Insurance Coverage of $250,000[74] - The investments in the Trust Account are held in Goldman Sachs money market funds, characterized as Level 1 investments under ASC 820[75]
Moringa Acquisition p(MACA) - 2023 Q3 - Quarterly Report