Sagaliam Acquisition (SAGA) - 2022 Q4 - Annual Report

PART I Business Overview Sagaliam Acquisition Corp., a blank check company formed on March 31, 2021, aims to acquire a target business, having completed its IPO in December 2021 and extended its business combination deadline to October 2023 after significant redemptions - Sagaliam Acquisition Corp. is a blank check company formed on March 31, 2021, established to effect an initial business combination through merger, share exchange, asset acquisition, or similar transactions[14] - Key IPO and Trust Account Data: | Metric | Amount/Date | | :--- | :--- | | IPO Completion Date | December 23, 2021 | | Number of IPO Units Issued | 11,500,000 | | Price Per Unit | $10.00 | | Total IPO Proceeds | $115.0 million USD | | Number of Private Placement Units | 400,000 | | Total Private Placement Proceeds | $4.0 million USD | | Net Proceeds Deposited into Trust Account | $116.15 million USD | | Deferred Underwriting Commissions (Revised) | $3,025,000 | | Original Business Combination Deadline | December 23, 2022 | | Extended Business Combination Deadline | October 23, 2023 | | Shares Redeemed in 2022 | 10,543,663 shares | | Redemption Price in 2022 | $10.21/share | | Trust Account Redemption Amount in 2022 | $107,595,680.53 | | Trust Account Balance as of December 31, 2022 | $9,843,440 | - The company signed a business combination agreement on November 16, 2022, which was terminated on February 23, 2023, due to the failure to meet the minimum cash commitment condition[25][26] - The company plans to leverage its management team's expertise in the Telecommunications, Media, and Technology (TMT) industry to identify acquisition targets with significant revenue and earnings growth potential, benefiting from digital disruption, located in high-growth markets, and offering attractive risk-adjusted returns for shareholders[30][33][34][35][36][37][39][44] - The company faces intense competition from other blank check companies, private equity groups, and operating companies seeking strategic business combinations, with redemption rights and outstanding rights potentially placing it at a competitive disadvantage[49] Risk Factors As a smaller reporting company, Sagaliam Acquisition Corp. is not required to list risk factors in this annual report, directing investors to previously filed disclosures - As a smaller reporting company, the company is not required to list risk factors in this annual report but refers investors to those disclosed in its previously filed final prospectus, preliminary proxy statement, and definitive proxy statement[52] Unresolved Staff Comments As of the filing date of this report, the company has no unresolved staff comments - The company has no unresolved staff comments[53] Properties The company's administrative offices are in Los Angeles, California, provided by an affiliate of its Sponsor, with a monthly payment of $20,000 for executive salaries, office space, and administrative support - The company's administrative offices are located in Los Angeles, with a monthly payment of $20,000 to the Sponsor for executive salaries, office space, utilities, and administrative support[54] Legal Proceedings This section details legal proceedings involving CEO Barry Kostiner, including a bankruptcy lawsuit settled for $35,000 and a $240 million RICO and fraud claim with dismissed RICO and state law claims but a revised complaint filed - CEO Barry Kostiner was involved in a bankruptcy lawsuit alleging aiding and abetting breach of fiduciary duty, which was approved for settlement at $35,000 on September 3, 2021[56][57] - Barry Kostiner also faces a lawsuit by Fund Recovery Services, LLC, alleging RICO violations, fraud, and conversion, seeking approximately $240 million. RICO and state law claims were dismissed, but the plaintiff filed a revised second amended complaint[59][60][61][62][64][65] Mine Safety Disclosures Mine safety disclosure requirements are not applicable to the company - Mine safety disclosures are not applicable[68] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's units, Class A common stock, and rights trade on Nasdaq, while Class B common stock is unlisted; no cash dividends have been paid or are planned before a business combination, with IPO proceeds primarily in the trust account and deferred underwriting commissions reduced to $3.025 million - The company's units (SAGAU), Class A common stock (SAGA), and rights (SAGAR) trade on the Nasdaq Global Market; Class B common stock is not listed[71] - Number of Security Holders as of May 19, 2023: | Security Type | Number of Holders | | :--- | :--- | | Units | 2 | | Class A Common Stock | 4 | | Class B Common Stock | 19 | | Rights | 1 | - The company has not paid any cash dividends and does not intend to pay any before the completion of an initial business combination[73] - Key IPO and Private Placement Data: | Metric | Amount/Quantity | | :--- | :--- | | Sponsor Purchase of Class B Common Stock | 2,875,000 shares, total price $25,000 | | Sponsor Private Placement Purchase of Units | 400,000 units, total price $4,000,000 | | Number of IPO Units Issued | 11,500,000 units | | Total IPO Offering Costs | Approximately $7,525,729 | | Deferred Underwriting Commissions (Revised) | $3,025,000 | Reserved This section is reserved Management's Discussion and Analysis of Financial Condition and Results of Operations As a blank check company, the company's primary activities since inception have been its IPO and seeking a business combination, resulting in a $3.41 million net loss in 2022, a $3.85 million working capital deficit, and substantial doubt about its ability to continue as a going concern - Since inception, the company's primary activities have been its IPO and seeking a business combination, generating no operating revenue, and it anticipates incurring more expenses as a public company[88] - Operating Performance Overview: | Metric | For the Year Ended December 31, 2022 | For the Period from Inception through December 31, 2021 | | :--- | :--- | :--- | | Net Loss | $(3,410,277) USD | $(313,787) USD | | Operating Costs | $4,565,139 USD | $10,806 USD | | Administrative Costs | $240,000 USD | $160,000 USD | | Franchise Tax Expense | $115,126 USD | $150,000 USD | | Interest Income from Marketable Securities in Trust Account | $1,509,988 USD | $7,019 USD | - Liquidity and Capital Resources: | Metric | As of December 31, 2022 | As of December 31, 2021 | | :--- | :--- | :--- | | Cash in Operating Bank Account | $3,116 USD | $762,040 USD | | Marketable Securities in Trust Account | $9,843,440 USD | $116,157,019 USD | | Working Capital (Deficit) | $(3,854,273) USD | $737,422 USD | | Sponsor Convertible Promissory Note Balance | $721,500 USD | $0 USD | - The company faces substantial doubt about its ability to continue as a going concern, as failure to complete a business combination by October 23, 2023, will result in mandatory liquidation, and current liquidity is insufficient to support working capital needs for the next year[103][284] - The company pays $20,000 per month to the Sponsor for administrative support fees and has $3,025,000 in deferred underwriting commissions payable upon completion of a business combination[104][105] - As an emerging growth company, the company has elected to delay adoption of new or revised accounting standards, which may make its financial statements difficult to compare with those of non-emerging growth companies[112][113][129] - Management assessed that as of December 31, 2022, the company's disclosure controls and procedures were ineffective, with a material weakness identified as a lack of formal review evidence for account reconciliations, financial closing processes, and financial statement preparation[136] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[132] Financial Statements and Supplementary Data This section references the financial statements and supplementary data provided after Item 15 of this annual report - Financial statements and supplementary data are provided after Item 15 of this annual report[133] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with accountants on accounting and financial disclosure - The company has had no changes in or disagreements with accountants on accounting and financial disclosure[134] Controls and Procedures As of December 31, 2022, management assessed the company's disclosure controls and procedures as ineffective due to material weaknesses, primarily a lack of formal review evidence for financial processes, with ongoing efforts to improve them - As of December 31, 2022, management assessed the company's disclosure controls and procedures as ineffective, with material weaknesses identified[135][136] - The material weakness lies in the lack of formal review evidence for the company's account reconciliations, financial closing processes, and financial statement preparation[136] - The company is strengthening procedures to address these deficiencies, though there is no assurance these measures will produce the desired effects[137][138] - This annual report does not include management's report on internal control over financial reporting or an attestation report from the independent registered public accounting firm, as the company is in a transition period for new public companies[138] Other Information No other information is disclosed in this section - No other information is disclosed[139] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Disclosure requirements regarding foreign jurisdictions that prevent inspections are not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[140] PART III Directors, Executive Officers and Corporate Governance This section lists the company's executive officers and directors as of December 31, 2022, including CEO Barry Kostiner and former CFO Thomas W. Neukranz, detailing the four-member board's structure, independent directors, audit and compensation committees, a special committee for business combinations, adopted code of ethics, and potential conflicts of interest - Executive Officers and Directors as of December 31, 2022: | Name | Age | Position | | :--- | :--- | :--- | | Barry Kostiner | 52 | Chief Executive Officer | | Thomas W. Neukranz | 65 | Chief Financial Officer and Director (resigned May 7, 2023) | | Jiayin Liu | 31 | Vice President of Business Development | | George Caruolo | 71 | Director and Chairman | | Gabriel Del Virginia | 65 | Director | | Glauco Lolli-Ghetti | 46 | Director | - The Board of Directors consists of four directors, divided into two classes with two-year terms; executive officers are appointed by and serve at the discretion of the Board[150][151] - George Caruolo, Gabriel Del Virginia, and Glauco Lolli-Ghetti are identified as independent directors[152] - The Board has an Audit Committee and a Compensation Committee, both composed of independent directors; George Caruolo serves as Audit Committee Chairman and is designated an "audit committee financial expert"[155][156][159] - On October 13, 2022, the Board established a special committee, comprising George Caruolo (Chairman), Gabriel Del Virginia, and Glauco Lolli-Ghetti, to explore and evaluate potential business combinations[163] - The company has adopted a code of ethics and disclosed potential conflicts of interest for executive officers and directors, including their fiduciary duties in other entities and ownership of founder shares[167][168][172][173][174][175][176][181] Executive Compensation Since May 1, 2021, the company has paid the Sponsor $20,000 monthly for executive cash salaries, office space, and administrative support, with specific monthly salaries for CEO Barry Kostiner ($10,000), CFO Thomas Neukranz ($3,000), and VP Jiayin Liu ($1,000), alongside founder share transfers as additional compensation - Since May 1, 2021, the company has paid the Sponsor $20,000 per month for executive cash salaries, office space, utilities, and administrative support[185] - Executive Monthly Salaries: | Position | Monthly Salary | | :--- | :--- | | Chief Executive Officer (Barry Kostiner) | $10,000 | | Chief Financial Officer (Thomas Neukranz) | $3,000 | | Vice President of Business Development (Jiayin Liu) | $1,000 | - The Sponsor transferred founder shares as additional compensation to executives and directors, including 50,000 shares to Barry Kostiner (later transferred back), 40,000 shares to Thomas W. Neukranz, 10,000 shares to Jiayin Liu, and 25,000 shares to each independent director[185][186] - The company will reimburse executives and directors for out-of-pocket expenses incurred for company matters, but compensation after the initial business combination will be determined by the combined company's board, with no limitations set by the company[187][188] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section discloses Class A and Class B common stock ownership for certain beneficial owners, management, and directors as of May 19, 2023, with Sagaliam Sponsor LLC holding 2.5 million Class B shares (86.9%) and all officers and directors collectively holding 175,000 Class B shares (6.1%) - Beneficial Ownership as of May 19, 2023: | Security Holder | Class A Shares | Class B Shares | Class B Shares Percentage | | :--- | :--- | :--- | :--- | | Sagaliam Sponsor LLC | 400,000 | 2,500,000 | 86.9% | | EF Hutton | 115,000 | — | * | | ATW SPAC Management LLC | 120,000 | — | * | | Saba Capital Management, L.P. | 83,489 | — | * | | Lighthouse Investment Partners | 721,460 | — | * | | Wolverine Asset Management LLC | 67,000 | — | * | | Feis Equities LLC | 129,482 | 20,000 | * | | Boothbay Fund Management, LLC | 120,000 | 20,000 | * | | Polar Multi-Strategy Master Fund | 130,000 | 20,000 | * | | Context Partners Master Fund, L.P. | — | 20,000 | * | | D. E. Shaw Valence Portfolios, L.L.C. | — | 20,000 | * | | The K2 Principal Fund, L.P. | — | 20,000 | * | | Kepos Alpha Master Fund L.P. | — | 14,700 | * | | Kepos Special Opportunities Fund L.P. | — | 5,300 | * | | The Mangrove Partners Master Fund, Ltd. | — | 20,000 | * | | Meteora Capital Partners, LP | — | 10,000 | * | | Meteora Special Opportunity Fund I, LP | — | 10,000 | * | | Space Summit Capital | — | 20,000 | * | | Barry Kostiner | — | 50,000 | 1.7% | | Jiayin Liu | — | 10,000 | * | | Thomas W. Neukarnz | — | 40,000 | 1.4% | | George Caruolo | — | 25,000 | * | | Gabriela Del Virginia | — | 25,000 | * | | Glauco Lolli-Ghetti | — | 25,000 | * | | All Executive Officers and Directors (6 persons) | — | 175,000 | 6.1% | * Less than one percent - The company has not authorized the issuance of securities under equity compensation plans, and no change in control has occurred[195][196] Certain Relationships and Related Transactions, and Director Independence This section details related party transactions, including the Sponsor's purchase of founder shares and private placement units, a $721,500 convertible promissory note balance as of December 31, 2022, and monthly $20,000 administrative support fees, with the prior business combination agreement with Supraeon terminated and the Audit Committee responsible for reviewing related party transactions - GLD Management, Inc. is related to the company's Sponsor, and CFO Thomas W. Neukranz and VP of Business Development Jiayin Liu previously worked at GLD Partners, LP, a co-owner of AEC, the target company in the terminated business combination agreement[198][199] - The Sponsor purchased 2,875,000 Class B common shares (founder shares) for $25,000 and transferred 225,000 shares to executives and directors; the Sponsor also purchased 400,000 private placement units for $4 million[200][204] - On August 23, 2022, the company issued a convertible promissory note to the Sponsor, who agreed to loan up to $1.5 million for working capital, interest-free, convertible into units; as of December 31, 2022, the outstanding balance was $721,500[205][206][208] - The company pays $20,000 per month to the Sponsor for administrative support services[210] - The business combination agreement with Supraeon and its related Sponsor support agreement and seller support agreement were terminated on February 23, 2023[212] - The company's Audit Committee has adopted a charter requiring it to review, approve, and/or ratify related party transactions, with interested committee members recusing themselves from voting[215] Principal Accounting Fees and Services This section discloses total fees charged by Marcum LLP for 2022 and 2021, with audit fees of $136,712 and $129,780 respectively, and the Audit Committee responsible for pre-approving all audit and permissible non-audit services - Marcum LLP Accounting Fees: | Fee Type | For the Year Ended December 31, 2022 | For the Period from Inception through December 31, 2021 | | :--- | :--- | :--- | | Audit Fees | $136,712 | $129,780 | | Audit-Related Fees | — | — | | Tax Fees | — | $5,154 | | All Other Fees | — | — | | Total Fees | $136,712 | $134,934 | - The company's Audit Committee is responsible for pre-approving all audit services and permissible non-audit services, including fees and terms[222] PART IV Exhibits, Financial Statement Schedules This section lists financial statements and exhibits filed as part of the report, including the business combination agreement, organizational documents, and various Sponsor-related agreements, with all schedules omitted as inapplicable or redundant - This section lists financial statements and exhibits filed as part of the report, including the business combination agreement, company charter, rights agreement, trust agreement, registration rights agreement, and various Sponsor-related agreements and promissory notes[224][225] - All financial statement schedules have been omitted as they are not applicable or the required information is presented in the financial statements or notes thereto[224] Form 10-K Summary This annual report does not contain a Form 10-K summary - This annual report does not contain a Form 10-K summary[227] Signatures This report was signed on May 19, 2023, by Sagaliam Acquisition Corp.'s CEO Barry Kostiner and directors George Caruolo, Gabriel Del Virginia, and Glauco Lolli-Ghetti - This report was signed on May 19, 2023, by CEO Barry Kostiner and directors George Caruolo, Gabriel Del Virginia, and Glauco Lolli-Ghetti[229][230][231][232] Index to Financial Statements This section provides the index to the company's financial statements as of December 31, 2022 and 2021, including the independent registered public accounting firm's report, balance sheets, statements of operations, changes in stockholders' deficit, cash flows, and notes, with an unqualified opinion but substantial doubt about going concern - Financial statements and supplementary data are provided after Item 15 of this annual report[133] - Independent registered public accounting firm Marcum LLP issued an unqualified opinion on the financial statements, deeming them fairly presented in all material respects[236] - The auditors included an explanatory paragraph regarding going concern, noting the company's significant working capital deficit, substantial losses, and need to raise additional funds to meet obligations and sustain operations, which raise substantial doubt about its ability to continue as a going concern[237] Report of Independent Registered Public Accounting Firm The independent registered public accounting firm issued an unqualified opinion on the financial statements but raised substantial doubt about the company's going concern ability - Independent registered public accounting firm Marcum LLP issued an unqualified opinion on the company's financial statements as of December 31, 2022 and 2021, stating they are fairly presented in all material respects[236] - The auditors included an explanatory paragraph regarding going concern, noting the company's significant working capital deficit, substantial losses, and need to raise additional funds to meet obligations and sustain operations, which raise substantial doubt about its ability to continue as a going concern[237] Balance Sheets The balance sheets present the company's financial position as of December 31, 2022 and 2021, detailing assets, liabilities, and stockholders' deficit - Key Balance Sheet Data: | Metric | As of December 31, 2022 | As of December 31, 2021 | | :--- | :--- | :--- | | Assets | | | | Cash | $3,116 | $762,040 | | Current Prepaid Expenses | $198,685 | $201,377 | | Marketable Securities in Trust Account | $9,843,440 | $116,157,019 | | Total Assets | $10,045,241 | $117,221,126 | | Liabilities | | | | Accounts Payable and Accrued Expenses | $2,304,574 | $75,995 | | Accrued Termination Fee – Related Party | $1,000,000 | — | | Accrued Administrative Fees – Related Party | $30,000 | — | | Franchise Tax Payable | — | $150,000 | | Related Party Note Payable | $721,500 | — | | Deferred Underwriting Commissions | $3,025,000 | $4,025,000 | | Total Liabilities | $7,081,074 | $4,250,995 | | Stockholders' Deficit | | | | Class A Common Stock Subject to Possible Redemption | $9,843,440 | $116,150,000 | | Accumulated Deficit | $(6,879,613) | $(3,180,209) | | Total Liabilities and Stockholders' Deficit | $10,045,241 | $117,221,126 | Statement of Operations The statement of operations details the company's financial performance, reporting net losses for the year ended December 31, 2022, and the period from inception through December 31, 2021 - Key Statement of Operations Data: | Metric | For the Year Ended December 31, 2022 | For the Period from Inception through December 31, 2021 | | :--- | :--- | :--- | | Operating Costs | $4,565,139 | $10,806 | | Administrative Services Agreement Fees | $240,000 | $160,000 | | Franchise Tax Expense | $115,126 | $150,000 | | Operating Loss | $(4,920,265) | $(320,806) | | Interest Income from Marketable Securities Held in Trust Account, Net | $1,509,988 | $7,019 | | Loss Before Income Tax Provision | $(3,410,277) | $(313,787) | | Income Tax Provision | — | — | | Net Loss | $(3,410,277) | $(313,787) | | Basic and Diluted Net Loss Per Share (Class A Common Stock) | $(0.24) | $(0.10) | | Basic and Diluted Net Loss Per Share (Non-Redeemable Common Stock) | $(0.24) | $(0.10) | Statement of Changes in Stockholders' Deficit The statement of changes in stockholders' deficit outlines the movements in equity for the year ended December 31, 2022, and the period from inception through December 31, 2021 - Changes in Stockholders' Deficit (For the Year Ended December 31, 2022): | Item | Class A Common Stock (Shares) | Class A Common Stock (Amount) | Class B Common Stock (Shares) | Class B Common Stock (Amount) | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance, January 1, 2022 | 515,000 | $52 | 2,875,000 | $288 | $— | $(3,180,209) | $(3,179,869) | | Decrease in Deferred Underwriting Commissions | — | — | — | — | — | $1,000,000 | $1,000,000 | | Accretion of Investment Income from Trust Account | — | — | — | — | — | $(1,509,988) | $(1,509,988) | | Cash Withdrawal from Trust Account for Taxes | — | — | — | — | — | $278,249 | $278,249 | | Payment of Trust Account Extension Fees | — | — | — | — | — | $(57,388) | $(57,388) | | Net Loss | — | — | — | — | — | $(3,410,277) | $(3,410,277) | | Balance, December 31, 2022 | 515,000 | $52 | 2,875,000 | $288 | $— | $(6,879,613) | $(6,879,273) | - Changes in Stockholders' Deficit (For the Period from Inception through December 31, 2021): | Item | Class A Common Stock (Shares) | Class A Common Stock (Amount) | Class B Common Stock (Shares) | Class B Common Stock (Amount) | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Deficit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance, March 31, 2021 (Inception) | — | $— | — | $— | $— | $— | $— | | Issuance of Class B Common Stock to Sponsor | — | — | 2,875,000 | $288 | $24,712 | — | $25,000 | | Issuance of Representative Shares | 115,000 | $12 | — | — | $1,149,988 | — | $1,150,000 | | Net Proceeds from Sale of Class A Public Rights | — | — | — | — | $10,233,712 | — | $10,233,712 | | Net Proceeds from Sale of Private Placement Class A Units | 400,000 | $40 | — | — | $2,776,016 | — | $2,776,056 | | Sale of Class B Founder Shares to Anchor Investors | — | — | — | — | $1,634,620 | — | $1,634,620 | | Accretion of Class A Common Stock Subject to Possible Redemption | — | — | — | — | $(15,819,048) | $(2,866,422) | $(18,685,470) | | Net Loss | — | — | — | — | — | $(313,787) | $(313,787) | | Balance, December 31, 2021 | 515,000 | $52 | 2,875,000 | $288 | $— | $(3,180,209) | $(3,179,869) | Statement of Cash Flows The statement of cash flows presents the company's cash inflows and outflows from operating, investing, and financing activities for the year ended December 31, 2022, and the period from inception through December 31, 2021 - Key Statement of Cash Flows Data: | Cash Flow Activities | For the Year Ended December 31, 2022 | For the Period from Inception through December 31, 2021 | | :--- | :--- | :--- | | Cash Flows from Operating Activities: | | | | Net Loss | $(3,410,277) | $(313,787) | | Net Cash Used in Operating Activities | $(1,708,304) | $(452,873) | | Cash Flows from Investing Activities: | | | | Cash Withdrawal for Class A Shareholder Redemptions | $107,595,680 | — | | Net Cash Provided by (Used in) Investing Activities | $107,823,560 | $(116,150,000) | | Cash Flows from Financing Activities: | | | | Payments for Class A Shareholder Redemptions | $(107,595,680) | — | | Net Cash Used in (Provided by) Financing Activities | $(106,874,180) | $117,364,913 | | Net Change in Cash | $(758,924) | $762,040 | | Cash at End of Period | $3,116 | $762,040 | Notes to Financial Statements The notes to financial statements provide detailed explanations of the company's accounting policies, significant transactions, and financial position, including going concern uncertainties and related party disclosures - As a blank check company, the company's primary activities since inception have been its IPO and seeking a business combination, generating no operating revenue; on December 22, 2022, shareholders approved an amendment to extend the business combination deadline to October 23, 2023, leading to significant stock redemptions and a substantial reduction in the trust account balance[255][257][265][266][273] - The company faces substantial doubt about its ability to continue as a going concern, as failure to complete a business combination by October 23, 2023, will result in mandatory liquidation, and current liquidity is insufficient to support working capital needs for the next year[284] - As an emerging growth company, the company has elected to delay adoption of new or revised accounting standards, which may make its financial statements difficult to compare with those of non-emerging growth companies[292][293] - As of December 31, 2022, the trust account held $9,843,440 in marketable securities, primarily invested in U.S. Treasury bills, and reported at fair value as trading securities[297][299] - The company classifies Class A common stock subject to possible redemption as temporary equity under ASC 480 and reports it at redemption value; as of December 31, 2022, 956,337 shares of Class A common stock were subject to possible redemption at a value of $10.29 per share[300][302] - The company incurred $7,525,729 in offering costs during its IPO, including underwriting fees, deferred underwriting fees, fair value of representative shares, fair value of founder shares, and other offering costs[305] - The company accounts for income taxes under ASC 740 and has established a full valuation allowance due to significant uncertainty regarding the future realization of deferred tax assets[306][307][308][360] - On August 23, 2022, the company issued a convertible promissory note to the Sponsor, who agreed to loan up to $1.5 million for working capital, interest-free, convertible into units; as of December 31, 2022, the outstanding balance was $721,500[332][333][334][335] - The company pays $20,000 per month to the Sponsor for administrative support services; as of December 31, 2022, the balance payable to the Sponsor was $30,000[339] - On February 23, 2023, the company received notice that its previously signed business combination agreement was terminated, requiring a $1 million termination fee accrued as of December 31, 2022, per the agreement's terms[340][362] - On March 23, 2023, the company signed a membership interest purchase agreement for BN Holdings Trust to acquire 100% of the Sponsor's membership interests, with the transaction expected to close on May 19, 2023, leading to a change in Sponsor and some board seats[363] - On April 19, 2023, the company received a Nasdaq delisting notice for failing to timely file its Form 10-K annual report for fiscal year 2022, and it is developing a plan to regain compliance[366][367]