Financial Position - As of September 30, 2023, the company had cash of $1,553 and a working capital deficit of $4,139,640[136] - As of September 30, 2023, the company had investments held in the Trust Account of $42,494,483, primarily in U.S. government securities[149] - The Company has an outstanding unsecured promissory note with a principal amount of $1,297,500 as of September 30, 2023, and $125,341 as of December 31, 2022[156] - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of September 30, 2023[159] Operating Performance - For the three months ended September 30, 2023, the company reported a net loss of $87,759, with operating expenses totaling $522,289 and an income tax provision of $113,153[137] - For the nine months ended September 30, 2023, the company had net income of $582,121, consisting of interest income of $3,351,292 on cash and funds held in the Trust Account[140] - For the nine months ended September 30, 2023, cash used in operating activities was $2,144,959, while cash provided by investing activities was $88,639,691[144] Merger and Acquisition Activities - The company entered into a Merger Agreement with Honeycomb Battery Company, which includes issuing 70,000,000 shares of common stock as consideration[131] - The Merger Agreement includes potential Earnout Shares of up to 22,500,000 based on the performance of the Combined Company's stock price[131] - The company expects the Transactions to close in the fourth quarter of 2023, subject to shareholder approval and customary closing conditions[135] Liquidity and Going Concern - The company has incurred significant costs in pursuit of its acquisition plans and faces liquidity risks, raising substantial doubt about its ability to continue as a going concern[150] - The Company is obligated to pay $10,000 per month for administrative support services until the completion of the Initial Business Combination or liquidation[159] Capital Structure - The Company has issued warrants that are exercisable to purchase 11,580,000 shares of Class A common stock as of September 30, 2023[163] - Upon consummation of the Initial Business Combination, the Company will pay underwriters a cash fee of 3.5% of the gross proceeds of the Public Offering[160] - The Company accounts for Class A common stock subject to possible redemption as temporary equity due to certain redemption rights[164] Financial Instruments and Risks - The Company evaluates its financial instruments to determine if they qualify as derivatives under ASC Topic 815[167] - Management does not believe that any recently issued accounting standards will materially affect the Company's balance sheet[168] - The Company has not identified any market risk disclosures as it is classified as a smaller reporting company[169] Financing Arrangements - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[158]
Nubia Brand International (NUBI) - 2023 Q3 - Quarterly Report