Financing and Fundraising - The Sponsor entered into promissory notes totaling $3,450,000 at an interest rate of 16% per annum for financing extensions[49]. - The Company may seek to raise additional funds through private offerings of debt or equity securities for the initial business combination[72]. - There is no limitation on the company's ability to raise funds through the issuance of equity or equity-linked securities in connection with its initial business combination[81]. - The company has access to up to $2,000,000 following the IPO to cover potential claims, with estimated liquidation costs not exceeding $100,000[139]. Business Combination and Extensions - The Company extended the period to complete an initial business combination until August 28, 2024, with a redemption of 100% of outstanding public shares if not completed by the Termination Date[50]. - The Initial Extension involved a deposit of $1,725,000 into the Trust Account, equating to $0.10 per public share, in exchange for 1,150,000 Private Placement Warrants[54]. - The Company anticipates structuring the initial business combination to acquire 100% of the equity interests or assets of the target business[61]. - The company expects to fund dissolution costs from remaining amounts outside the Trust Account, plus up to $100,000 from the Trust Account[128]. - If the initial business combination is not completed within the Combination Period, public shares will be redeemed at a price based on the Trust Account balance, subject to creditor claims[125]. - If the company fails to complete its initial business combination within the Combination Period, it will cease operations and redeem public shares promptly[139]. Risks and Challenges - The company may complete its initial business combination with financially unstable or early-stage businesses, which carries inherent risks[78]. - The company may face intense competition from other entities, including private equity groups and public companies, which may limit its ability to acquire larger target businesses[135]. - The company may face challenges in completing its initial business combination due to limited resources and increased competition for attractive targets[153]. - The company’s obligations to pay cash for public stockholder redemptions may reduce available resources for its initial business combination[135]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern"[161]. Management and Operations - The company plans to conduct extensive due diligence on prospective target businesses, including financial reviews and management meetings[77]. - The company expects to closely scrutinize the management of prospective target businesses, although future management's qualifications cannot be guaranteed[87]. - The company may seek to recruit additional managers post-business combination, but there is no assurance that suitable candidates will be available[88]. - The company will not pay consulting fees to management team members for services related to the initial business combination[93]. Shareholder Rights and Redemptions - The amount in the Trust Account was initially anticipated to be $10.20 per public share, with redemption rights allowing public stockholders to redeem shares at this price[92]. - The company will provide public stockholders with the opportunity to redeem shares upon completion of the initial business combination, either through a stockholder meeting or a tender offer[110]. - Public stockholders are restricted from redeeming more than 15% of shares sold in the IPO without prior consent, aimed at preventing stockholder blockages during business combinations[114]. - The per-share redemption amount for stockholders upon dissolution is projected to be $10.20, but actual amounts may be lower due to creditor claims[116]. - The company intends to redeem public shares at a per-share price equal to the aggregate amount in the Trust Account, which is subject to interest earned and deductions for taxes[139]. Regulatory and Reporting Status - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[68]. - The Company will remain an emerging growth company until it meets specific revenue or market value thresholds[70]. - The registrant is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act[171]. - The registrant has not filed reports required under Section 13 or 15(d) of the Act[171]. - The registrant has submitted the required Interactive Data File electronically during the preceding 12 months[171]. - The registrant is not a well-known seasoned issuer[171]. - The registrant is classified as an emerging growth company[171]. - The registrant is a non-accelerated filer[171]. - The registrant has not provided quantitative and qualitative disclosures about market risk as it is a smaller reporting company[818]. Legal and Financial Considerations - The company may incur costs related to the identification and evaluation of target businesses, which could reduce available funds for future business combinations[93]. - The company’s management will analyze alternatives if third parties refuse to execute waivers regarding claims to the Trust Account[119]. - The company’s independent directors may choose not to pursue legal action against the sponsor for indemnification obligations, affecting the actual redemption price[129]. - The company may redeem unexpired warrants prior to their exercise, potentially making them worthless[164]. - Stockholders may be liable for claims against the corporation to the extent of distributions received during dissolution[130].
Everest solidator Acquisition (MNTN) - 2023 Q4 - Annual Report