Financial Position - As of September 30, 2022, total assets amounted to $205,757 thousand, a slight increase from $205,745 thousand as of December 31, 2021[19] - Total current assets decreased to $477 thousand from $1,394 thousand as of December 31, 2021, primarily due to a reduction in cash and cash equivalents[19] - Cash and cash equivalents held in the trust account increased to $205,204 thousand from $204,000 thousand as of December 31, 2021[19] - The Company has approximately $94 thousand in cash and an accumulated deficit of $8,809 thousand as of September 30, 2022[46] - As of September 30, 2022, the company had approximately $205,204,000 in cash and marketable securities held in a trust account, with an accumulated deficit of approximately $8,809,000[103] - The net proceeds from the initial public offering (IPO) were approximately $205,100,000 after deducting offering expenses, with $204,000,000 deposited into a non-interest bearing trust account[103] - The company has no off-balance sheet financing arrangements or long-term debt obligations as of September 30, 2022[110] Performance and Losses - The company reported a net loss of $253 thousand for the nine months ended September 30, 2022, compared to a net profit of $259 thousand for the three months ended September 30, 2022[22] - The company has an accumulated deficit of $8,809 thousand as of September 30, 2022, up from $7,352 thousand as of December 31, 2021[19] - Loss attributable to redeemable Class A ordinary shareholders was $(1,123) thousand for the nine months ended September 30, 2022, compared to $(540) thousand for the three months ended September 30, 2022[75] - Basic and diluted loss per non-redeemable Class A and Class B ordinary shares was $(0.06) for the nine months ended September 30, 2022, compared to $(0.03) for the three months ended September 30, 2022[75] Business Combination Plans - The company intends to focus on mobility-related technology businesses for its initial business combination[32] - The Company intends to complete the Initial Business Combination before the mandatory liquidation date of June 20, 2023[47] - The Company has until March 20, 2023, to consummate the initial Business Combination, or it will face mandatory liquidation[50] - A business combination agreement was entered into with WHC Worldwide, LLC, expected to close in the first half of 2023, subject to shareholder approval[81] - The business combination will utilize cash from the initial public offering, new financing, and/or issuance of shares to target company shareholders[84] - The pre-transaction equity value for WHC, LLC is set at $251 million, with a capital restructuring planned at the closing of the transactions[92] - The combined company will be organized in an "Up-C" tax structure, with WHC, LLC holding substantially all assets and business operations[96] - The consummation of the proposed Business Combination is subject to certain conditions as described in the Business Combination Agreement[97] Funding and Liquidity - The initial public offering raised $200 million, with an additional $9,457 thousand from a private placement[36] - The company has broad discretion regarding the application of net proceeds from the public offering towards the initial business combination[39] - The company may need to obtain additional funds to satisfy liquidity needs in its search for an Initial Business Combination[46] - The company expects to incur significant costs in pursuit of financing and acquisition plans, relying on proceeds from the IPO and potential loans from the sponsor to cover working capital needs until the initial business combination[100] - The company may need to obtain additional financing to operate the combined company post-business combination, which could involve issuing additional securities or incurring debt[108] - The company is dependent on additional funding from its sponsor or affiliates to satisfy liquidity needs prior to the prospective business combination[107] Regulatory and Compliance - The Company has no preference shares issued and outstanding as of September 30, 2022[71] - The Company signed an agreement with the Sponsor to pay a fixed $10 thousand per month for administrative expenses, effective from the registration statement for the Public Offering[78] - The Company will pay an additional fee of 4.5% ($9 million) of the gross proceeds of the Public Offering upon completion of the Business Combination[79] - The company has a deferred underwriting fee obligation of $9,000,000, which is payable upon the consummation of the initial business combination[111] - The company has filed certifications for both the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002[31.1][31.2] - The report was signed by the Chief Executive Officer and Chief Financial Officer on November 14, 2022, indicating compliance with the Securities Exchange Act of 1934[134][135] Market Conditions - Current unfavorable macro-economic trends, including inflation and rising interest rates, may adversely affect the company's ability to consummate the proposed business combination[121] - The company has not engaged in any revenue-generating operations to date and has only incurred organizational and due diligence expenses related to potential business combinations[99]
Spree Acquisition 1 (SHAP) - 2022 Q3 - Quarterly Report