Financial Performance - The company reported a net loss of approximately $1,226,218 for the year ended December 31, 2023, compared to a net income of $10,249,254 for the year ended December 31, 2022[177][178]. - The loss from operations for 2023 was $2,311,211, an increase from the loss of $1,872,478 in 2022[222]. - Total other income for 2023 was $1,118,980, significantly lower than $12,661,555 in 2022[222]. - Basic and diluted net loss per share for Class A common stock was $(0.15) in 2023, down from $0.30 in 2022[222]. - The company reported an accumulated deficit of $(14,883,124) as of December 31, 2023, compared to $(13,974,105) in 2022, indicating worsening financial performance[213]. - The company incurred formation and offering costs of $2,586,211 for the year ended December 31, 2023[177]. - The company has incurred significant costs related to its acquisition plans, raising doubts about its ability to continue as a going concern[191]. Cash and Liquidity - As of December 31, 2023, the company had $156,425 in cash, including $85,084 of restricted cash, and a working capital deficit of approximately $4,947,672[179]. - Cash and cash equivalents held in the Trust Account decreased to $4,291,332 in 2023 from $15,127,621 in 2022, highlighting liquidity challenges[213]. - The Trust Account held $4,291,332 in cash equivalents as of December 31, 2023, down from $15,127,621 in 2022, indicating a significant reduction of approximately 71.7%[271]. - The company had cash of $156,425 at the end of 2023, down from $280,640 at the end of 2022[227]. - The company may need to obtain additional financing to complete its initial business combination or to meet obligations post-combination[191]. Business Combination and Operations - The company executed a Business Combination Agreement with Liminatus Pharma, LLC on November 30, 2022, focusing on immune-modulating cancer therapies[158]. - The company extended the deadline to consummate a business combination to March 9, 2024, with the possibility of further extensions[167]. - The company has not generated any operating revenues to date and will not do so until the completion of its initial Business Combination[176]. - The company has no approved plan to extend the business combination deadline beyond June 9, 2024, which raises concerns about future operations[203]. - If the Company cannot complete a Business Combination by June 9, 2024, it will cease operations and liquidate[258]. Shareholder Activity - Stockholders redeemed 1,006,495 Public Shares for cash at a redemption price of $10.29 per share, totaling approximately $10,358,754 on September 7, 2023[168]. - On December 20, 2022, stockholders redeemed 26,186,896 Public Shares for approximately $10.08 per share, totaling an aggregate redemption amount of $263,963,913[252]. - Common stock subject to possible redemption was presented at redemption values of $9.96 and $10.71 as of December 31, 2023 and 2022, respectively, showing a decrease of approximately 7.0%[277]. Assets and Liabilities - As of December 31, 2023, total assets decreased to $4,502,213 from $15,488,270 in 2022, indicating a significant decline[213]. - Current liabilities increased to $5,158,553 in 2023 from $3,591,418 in 2022, reflecting a growing financial burden[213]. - The company has outstanding accounts payable of $1,996,912 and accrued liabilities totaling $2,326,918 as of December 31, 2023, compared to $594,958 and $1,489,462 respectively in 2022[323]. Financing and Debt - The Company has entered into a PIPE Equity Subscription Agreement for 1,500,000 shares at a price of $10.00 per share, totaling $15,000,000[248]. - The Company has also entered into a Convertible Note Subscription Agreement for $25,000,000 in 8% convertible notes, with an initial conversion price of $11.50 per share[249]. - The Sponsor agreed to loan the Company up to $300,000 for working capital purposes, with an outstanding balance of $540,000 under a separate unsecured promissory note as of December 31, 2023[327][330]. - The Company issued an unsecured promissory note of up to $750,000 to the Sponsor, with an outstanding balance of $613,720 as of December 31, 2023, compared to $200,000 in 2022[331]. - The total balance outstanding on promissory notes related to the Sponsor was $1,452,381 as of December 31, 2023, net of a debt discount of $1,339[334]. Tax and Compliance - The Company recognized no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2023 and 2022, indicating stable tax positions[290]. - The Company has identified the United States as its only major tax jurisdiction, subject to income tax examinations since inception[290]. - The Company received a notice from Nasdaq regarding non-compliance with the minimum 500,000 publicly held shares requirement, with a compliance plan submitted for extension until June 9, 2024[259]. Miscellaneous - The Company negotiated to forgive outstanding vendor payables, resulting in a gain of $275,000 for 2023 compared to $579,989 in 2022, reflecting a decrease of approximately 52.5%[273]. - The Company experienced no material impact on its financial statements due to the acquisition of First Republic Bank by JPMorgan Chase & Co.[272]. - The Company’s management does not believe that any recently issued accounting standards will materially affect the financial statements[196].
Iris Acquisition p(IRAA) - 2023 Q4 - Annual Report