Financial Position - As of June 30, 2022, total assets amounted to $205,237,000, a slight decrease from $205,745,000 as of December 31, 2021[18] - Total current assets decreased to $825,000 from $1,394,000 as of December 31, 2021[18] - The company has a capital deficiency of $8,109,000 as of June 30, 2022, compared to $7,352,000 at the end of 2021[18] - Cash and cash equivalents held in the trust account were $204,245,000 as of June 30, 2022, slightly up from $204,000,000 at the end of 2021[18] - As of June 30, 2022, the company had approximately $442,000 in cash and $724,000 in working capital, down from $1,011,000 and $1,297,000 respectively as of December 31, 2021[85] - The company has an accumulated deficit of approximately $8,109,000 as of June 30, 2022[90] Operating Results - The company reported a net loss of $512,000 for the six months ended June 30, 2022, compared to a net loss of $290,000 for the same period in the previous year[21] - Operating expenses for the six months ended June 30, 2022, were $757,000, an increase from $454,000 for the same period in the previous year[21] - The Company recorded a loss attributable to redeemable Class A ordinary shareholders of $(583) thousand for the six months ended June 30, 2022, resulting in a basic and diluted loss per share of $(0.02)[74] - The weighted average of non-redeemable Class A and Class B ordinary shares was 5,945,715, with a basic and diluted loss per share of $(0.03) for the six months ended June 30, 2022[74] Business Combination Plans - The company intends to finance its initial business combination with net proceeds from the public offering and private placement, totaling approximately $209,457,150[35] - The Company has until March 20, 2023, to complete the initial Business Combination, or it will face mandatory liquidation[46] - The Company issued 20,000,000 Class A ordinary shares at $10 per Unit, raising a total of $200 million in the Public Offering[67] - The Sponsor purchased 945,715 private shares for a total of $9,457,150 as part of the Private Placement[67] - The Company has a deferred underwriting compensation liability of $9 million, which is 4.5% of the gross proceeds from the Public Offering, payable upon completion of the Business Combination[78] - The company expects to incur approximately $550,000 for legal, accounting, and due diligence expenses related to business combinations, along with $100,000 for regulatory reporting fees[94] Risks and Challenges - The company faces risks from unfavorable macro-economic trends, including supply chain delays and rising shipping costs, which threaten global economic prosperity[111] - The ongoing COVID-19 pandemic has triggered adverse macro-economic trends, including significant inflationary pressures due to loose monetary policy[111] - Russia's invasion of Ukraine may adversely affect the company's ability to consummate a business combination and could lead to increased compliance costs[112] - The company may face challenges in negotiating and completing its initial business combination due to changes in SEC rules affecting special purpose acquisition companies[114] - The SEC proposed new rules that could increase the costs and time needed to negotiate and complete an initial business combination[115] Compliance and Internal Controls - As of June 30, 2022, the company's disclosure controls and procedures were deemed effective by the Certifying Officers[105] - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[107] - The company has not reported any legal proceedings or defaults upon senior securities[110][117] - The use of proceeds from the IPO remains consistent with the expectations outlined in the final prospectus[116] - The company has not experienced any material changes to the risk factors disclosed in its 2021 Annual Report[111] Funding and Financing - The company has no long-term debt or significant liabilities, except for a deferred underwriting fee of $9,000,000 payable upon the consummation of a business combination[101] - The company has not engaged in any revenue-generating operations to date and relies on interest income from funds held in the trust account[86] - The company may need to raise additional financing to operate the combined company post-business combination, subject to compliance with applicable securities laws[98] - The company has incurred significant costs related to being a public entity and searching for target companies[86] - The company has no off-balance sheet financing arrangements as of June 30, 2022[100] - The company is dependent on additional funding from its sponsor or affiliates prior to the initial business combination, raising concerns about its ability to continue as a going concern[99]
Spree Acquisition 1 (SHAP) - 2022 Q2 - Quarterly Report