Financial Position - Total assets as of December 31, 2023, amount to $318,031,122, with current assets of $2,232,532 and marketable securities held in the Trust Account valued at $315,668,115[422] - Total liabilities as of December 31, 2023, are $14,264,588, including current liabilities of $195,904[422] - The company has an accumulated deficit of $(11,902,344) as of December 31, 2023[422] - As of December 31, 2023, the Company had $1,984,344 in cash and a working capital of $2,036,628, indicating sufficient liquidity to sustain operations for at least one year[451] - The Trust Account holds $46,357 in money market funds and $315,621,758 in U.S. Treasury bills as of December 31, 2023[526] - The fair value of marketable securities held in the Trust Account is $315,668,115, classified as Level 1 in the fair value hierarchy[527] Income and Expenses - The company reported a net income of $7,569,900 for the period from April 12, 2023, through December 31, 2023, with total other income of $8,020,629[424] - Basic and diluted net income per share for Class A ordinary shares is $0.29, based on a weighted average of 19,250,951 shares outstanding[424] - General and administrative expenses for the same period totaled $450,729, resulting in a loss from operations of $(450,729)[424] - The net income for the period from April 12, 2023, through December 31, 2023, was $7,569,900[431] - The total cash used in operating activities amounted to $(580,287)[431] Financing Activities - The net cash provided by financing activities was $310,614,631, primarily from the sale of Units and Private Placement Warrants[431] - The Company raised gross proceeds of $305,000,000 from the Initial Public Offering of 30,500,000 units at $10.00 per unit[437] - The Company issued 9,540,000 Private Placement Warrants at $1.00 each, generating gross proceeds of $9,540,000[438] - The total transaction costs for the Initial Public Offering were $17,966,142, including $10,675,000 in deferred underwriting fees[440] - The Company has outstanding Overfunding Loans totaling $3,050,000, which may be repaid or converted into warrants at the Sponsor's discretion[493] Shareholder Information - The Company will provide Public Shareholders the opportunity to redeem their shares at a pro rata portion of the Trust Account, initially $10.10 per share[444] - The Class A ordinary shares subject to possible redemption amounted to $315,668,115, reflecting gross proceeds from public shareholders of $305,000,000 after accounting for various allocations and accretion[470] - The Company has authorized the issuance of 500,000,000 Class A ordinary shares, with none issued or outstanding as of December 31, 2023[506] - The Class B ordinary shares, if issued, will have ten votes per share compared to one vote per Class A ordinary share[510] Business Operations - The Company has not reported any new product developments or market expansions in the current financial statements[422] - The Company has 24 months to complete a Business Combination, or until July 18, 2025[447] - The Class F ordinary shares will automatically convert into Class B ordinary shares at the time of an initial Business Combination[511] Compliance and Governance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements applicable to other public companies[453] - The Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements[533] - There were no changes or disagreements with accountants on accounting and financial disclosure[534] Tax and Accounting - The Company recognized no unrecognized tax benefits or accrued interest and penalties as of December 31, 2023, and its tax provision was zero for the period presented[466] - The Company adopted ASC Topic 718 for share-based compensation, recognizing all forms of share-based payments at their fair value on the grant date[478] - The Company adopted ASU 2016-13 and ASU 2020-06 on April 12, 2023, with no material impact on its financial statements[480][481] Risk Management - The Company has not experienced losses on its cash account, which may exceed the FDIC coverage limit of $250,000, indicating a concentration of credit risk[461] - The warrants issued in connection with the Initial Public Offering are classified based on specific terms and applicable guidance, with the assessment conducted at issuance and quarterly thereafter[474]
Nabors Energy Transition II(NETD) - 2023 Q4 - Annual Report