Financial Performance - As of September 30, 2023, the company reported a net loss of $648,782 for the three months ended, primarily due to formation and operating costs of $667,382[137] - For the nine months ended September 30, 2023, the company had a net loss of $2,314,982, which included formation and operating costs of $2,109,560[138] - The company had a working capital deficit of $1,418,132 as of September 30, 2023, with only $25,939 in its operating bank account[141] - The company has a working capital deficit that raises substantial doubt about its ability to continue as a going concern if a business combination is not completed within the Combination Period[149] Initial Public Offering - The initial public offering generated gross proceeds of $143,750,000 from the sale of 14,375,000 units at $10.00 per unit[141] - Following the initial public offering, approximately $146 million was removed from the trust account due to stockholder redemptions, leaving about $1,723,615 in the trust account as of September 30, 2023[144] Business Combination - The company entered into a Business Combination Agreement with SVES, with an aggregate consideration of $632,000,000 to be paid in common stock valued at $10.00 per share[129] - The company intends to use substantially all funds in the trust account to complete its initial business combination[146] - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[136] Stockholder Activity - Following the Special Meeting on December 21, 2022, stockholders redeemed 14,221,705 shares of Class A common stock for approximately $10.29 per public share, resulting in 4,400,794 shares outstanding as of September 30, 2023[160] - As of September 30, 2023, there are 153,295 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity[159] Compliance and Regulations - The company has received a determination letter from Nasdaq indicating non-compliance with listing requirements, including a minimum market value of $50 million[130] - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[151] - The company has not opted out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[152] Financial Instruments and Valuation - The fair value of derivative financial instruments is subject to significant estimates and assumptions, which could lead to material differences in reported values[157] - The valuation of public and private placement warrants is based on market conditions and assumptions related to stock-price volatility and interest rates[156] Risks and Uncertainties - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete a business combination[164] - The company has no off-balance sheet arrangements as of September 30, 2023[163] - The company adopted ASU 2020-06 effective April 13, 2021, which did not impact its financial statements[161]
Relativity Acquisition (RACY) - 2023 Q3 - Quarterly Report