Company Structure and Operations - The company is a special purpose acquisition company (SPAC) with no business operations and has not faced significant cybersecurity risks since its Initial Public Offering[12]. - The company does not intend to have any full-time employees prior to the consummation of a business combination[33]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[120]. - The company has not encountered any material litigation or legal proceedings that could adversely affect its financial condition[14]. Business Combination Plans - The company has until December 4, 2024, to complete its initial business combination, with the option to extend this deadline by depositing $35,000 per month for up to twelve months[25]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account balance at the time of signing a definitive agreement[23]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[28]. - The company aims to focus on the carbon neutral and energy storage industries for its initial business combination, with a target enterprise value of approximately $250 million to $1 billion[44]. - The Company entered into a business combination agreement with ANEW Medical, Inc., with the merger expected to close by June 4, 2024[111][116]. - The Company plans to close the business combination transaction as soon as possible and will continue to accept reversal of redemption requests until closing[119]. Financial Performance and Position - For the year ended December 31, 2023, the company reported a net income of $1,346,125, with general and administrative expenses of $1,225,241 and interest earned on investments of $3,364,038[101]. - As of December 31, 2023, the company held marketable securities in the Trust Account amounting to $19,256,423, which are invested in U.S. government securities[105]. - As of December 31, 2023, the Company had cash of $172,535 and a working capital deficit of $2,113,550[125]. - For the year ended December 31, 2022, the Company reported a net income of $1,233,352, primarily from interest earned on investments in the Trust Account[121]. - The Company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[40]. - The company plans to retain all earnings for business operations and does not anticipate declaring any dividends in the foreseeable future[40]. Capital Structure and Funding - The company raised gross proceeds of $100 million from its IPO by selling 10 million public units at $10.00 each, with an additional $15 million from the over-allotment option[70][71]. - Transaction costs related to the IPO amounted to approximately $8.4 million, including $2.9 million in underwriting fees and $4.3 million in deferred underwriting fees[59]. - The Company has a promissory note of up to $150,000 to the Sponsor, payable upon the closing of the Business Combination or liquidation[107]. - The Company issued unsecured, non-interest bearing promissory notes totaling $1,020,000 to the Sponsor for transaction costs related to the Business Combination[134][127][128]. - A total of $1,540,000 was outstanding under promissory notes as of December 31, 2023, compared to $0 in 2022[140]. - The Company has granted underwriters a 45-day option to purchase up to 1,500,000 additional Public Units, generating gross proceeds of $15,000,000 from the over-allotment option[103]. Management and Strategy - The management team includes experienced professionals with backgrounds in high technology, consumer goods, and financial services, providing the necessary expertise for successful business combinations[43]. - The company has identified strong management teams and defensible market positions as key criteria for evaluating prospective target companies[45][46]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing an initial business combination[60]. Market and Regulatory Environment - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[30]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[32]. - The ongoing Russia/Ukraine conflict and recent military actions in the Middle East may adversely affect the Company's ability to consummate a Business Combination[209]. - Uncertainties in global markets due to military conflicts could materially impact the Company's ability to complete a business combination and the value of its securities[210].
Redwoods Acquisition (RWOD) - 2023 Q4 - Annual Report