IPO and Financing - The company completed its initial public offering on February 23, 2022, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[22]. - A private sale of 9,763,333 warrants was conducted simultaneously, generating an additional $14.645 million[23]. - The total amount placed in the trust account was $294.6875 million, which will be used for the initial business combination[23]. - The company has $283,875,000 available for a business combination, assuming no redemptions and after paying $10,812,500 in deferred underwriting commissions[55]. - The company intends to complete its initial business combination using cash from the IPO proceeds, placement warrants, shares, debt, or a combination of these[56]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with its initial business combination[58]. - The company has not taken steps to secure third-party financing for its initial business combination, and there is no assurance that such financing will be available[55]. - The company has approximately $497,259 available outside the trust account to cover potential claims and liquidation expenses[105]. - The company has no off-balance sheet financing arrangements as of December 31, 2022[188]. - The net proceeds from the IPO have been invested in U.S. government obligations with a maturity of 185 days or less, minimizing interest rate risk[198]. Business Combination Requirements - The company must complete its initial business combination by May 23, 2023, or its existence will terminate, leading to the distribution of trust account amounts[24]. - The company must complete its initial business combination with target businesses that have an aggregate fair market value of at least 80% of the balance in the trust account[60]. - The company intends to conduct thorough due diligence on prospective target businesses, including meetings with management and reviews of financial and operational information[65]. - The company expects to incur significant costs in the pursuit of acquisition plans and cannot assure the success of completing a Business Combination[166]. - The company may face challenges in completing an initial business combination due to foreign investment regulations and potential CFIUS review[140]. Redemption Rights and Shareholder Approval - Public shareholders have the opportunity to redeem all or a portion of their ordinary shares upon completion of the initial business combination at a per-share price equal to the aggregate amount in the trust account[81]. - The anticipated amount in the trust account is approximately $10.25 per public share, which will be distributed to investors who properly redeem their shares[82]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC regulations[83]. - If shareholder approval is required, the company will conduct redemptions in conjunction with a proxy solicitation, adhering to Regulation 14A of the Exchange Act[89]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent, aimed at preventing large block accumulations[93]. - The tender offer period for redemptions will be at least 20 business days, and a final proxy statement will be mailed to public shareholders at least 10 days prior to the shareholder vote[87][90]. - The company will not complete the business combination if the aggregate cash consideration for redemptions exceeds the available cash[83]. - The redemption rights will require beneficial holders to identify themselves to validly redeem their shares[82]. - Shareholders must exercise their redemption rights to receive funds from the trust account, and voting alone does not guarantee redemption[114]. Financial Performance and Position - The company had a net income of $3,340,238 for the year ended December 31, 2022, consisting of interest income of $4,316,583, offset by operating expenses of $976,345[168]. - As of December 31, 2022, the company had $299,004,083 in securities held in the Trust Account for a Business Combination[174]. - The company incurred net cash used in operating activities of $1,408,786 for the year ended December 31, 2022[171]. - The company has a working capital surplus of $797,229 as of December 31, 2022[174]. - The company currently has three officers who will devote necessary time to affairs until the initial business combination is completed[117]. Management and Board of Directors - The board of directors consists of five members, with three independent directors as defined by Nasdaq standards[219]. - Jack Tretton, CEO, previously led Sony's gaming division, growing revenue from $1.9 billion in 1995 to $11.6 billion in 2015[210]. - Bruce Hack, Executive Chairman, has extensive experience in the video game industry, including leading the turnaround of Vivendi Games[209]. - Michael Olson, CFO, has a background in equity research covering the video game sector for 19 years[211]. - Gabriel Schillinger, President, previously founded Gamma Innovations, which created a distributed computing platform with nearly one million gamers[212]. - Julie Uhrman, board member, founded OUYA, raising $8.6 million through Kickstarter and later selling to Razer[214]. - Peter Blacklow, board member, co-founded Boston Seed Capital and has experience in digital marketing and gaming[213]. - Kyle Campbell, board member, has expertise in SPAC structures and previously served as CFO of a single-family office[215]. - The board is divided into three classes, with each class serving a 3-year term, ensuring staggered elections[217]. Market and Industry Insights - The gaming industry is projected to grow at a compound annual growth rate (CAGR) of 9% from 2019 to 2022, with mobile gaming representing approximately half of the market and growing 22% year-over-year[28][29]. - The global gaming user base is nearly 2.7 billion, growing at a rate of 5-6% annually, with 60% of gamers playing daily[28]. - The cloud gaming market revenue is expected to rise from $585 million in 2020 to $4.8 billion by 2023[30]. - The metaverse market size was estimated at $48 billion in 2020, with a projected CAGR of 43% to reach $829 billion by 2028[34]. - The company is focusing on acquisition opportunities in interactive media, digital media, sports, entertainment, and leisure, particularly in video gaming and metaverse businesses[21]. - The company has established acquisition criteria emphasizing competitive position, management team capability, growth potential, and risk-adjusted returns[35]. - The company may face intense competition from other entities with similar business objectives, including established blank check companies with greater resources[115].
PowerUp Acquisition (PWUP) - 2022 Q4 - Annual Report