Slam (US:SLAM)2023-05-15 21:15Financial Performance - The company reported a net loss of $712,950 for the three months ended March 31, 2023, compared to a net income of $4.3 million for the same period in 2022, indicating a significant downturn in performance [13]. - The change in fair value of derivative warrant liabilities resulted in a loss of $3.6 million for the three months ended March 31, 2023, compared to a gain of $5.3 million in the same period of 2022 [13]. - For the three months ended March 31, 2023, the company reported a net loss of approximately $700,000, consisting of $1.4 million in general and administrative expenses and a $3.6 million non-operating loss from changes in fair value of derivative warrant liabilities [137]. - The net loss for the three months ended March 31, 2023, was $536,057 for Class A ordinary shares and $176,893 for Class B ordinary shares, resulting in a basic and diluted net income (loss) per ordinary share of $(0.01) for both classes [74]. Assets and Liabilities - As of March 31, 2023, total assets decreased to $262.8 million from $583.9 million as of December 31, 2022, representing a decline of approximately 55% [10]. - Total current liabilities increased to $2.0 million as of March 31, 2023, from $1.1 million as of December 31, 2022, reflecting an increase of approximately 80% [10]. - The company’s accumulated deficit increased to $31.9 million as of March 31, 2023, from $24.5 million as of December 31, 2022, reflecting a deterioration in financial health [10]. - The Company had $1,474,000 outstanding under Working Capital Loans as of March 31, 2023 [45]. - The Company had cash of $8,002 at the end of Q1 2023, down from $119,463 at the end of Q4 2022, indicating a significant liquidity challenge [20]. - As of March 31, 2023, the Company had approximately $8,000 in its operating bank account and a working capital deficit of approximately $1.2 million [44]. Business Operations - The company has not yet commenced operations and is focused on identifying a business combination, with no operating revenues generated to date [25]. - The Company plans to complete a business combination prior to the mandatory liquidation date [47]. - The company has not yet selected a business combination target and intends to use cash from its IPO and private placement warrants for the initial business combination [133]. - The issuance of additional shares in a business combination may significantly dilute the equity interest of investors in the IPO [134]. Shareholder Actions - On February 21, 2023, shareholders approved an extension to complete a business combination until May 25, 2023, and removed the limitation on redeeming public shares that would result in net tangible assets of less than $5,000,001 [37]. - In connection with the Extension Meeting, holders of 32,164,837 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.20 per share, totaling approximately $328,092,029.60 [38]. - The Company will redeem public shares at a per-share price equal to the aggregate amount in the Trust Account if it fails to complete a business combination within the Combination Period [36]. - The Initial Shareholders agreed to waive their liquidation rights regarding the Founder Shares if the Company does not complete a business combination within the Combination Period [41]. Liquidity and Going Concern - Management has determined that the liquidity condition and mandatory liquidation date raise substantial doubt about the Company's ability to continue as a going concern [47]. - Management has raised substantial doubt about the company's ability to continue as a going concern through May 25, 2023, if a business combination is not completed by that date [142]. - The company's liquidity needs through March 31, 2023, were satisfied by a $25,000 contribution from the Sponsor and a loan of approximately $196,000 from the Sponsor, with $1,474,000 outstanding under Working Capital Loans as of March 31, 2023 [140]. Regulatory and Compliance - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from various reporting requirements [51]. - The company qualifies as an "emerging growth company" under the JOBS Act and is electing to delay the adoption of new or revised accounting standards [145]. - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended March 31, 2023 [151]. - As of the date of the report, there have been no material changes to the risk factors disclosed in the Annual Report filed on March 29, 2023 [153]. - The company has no legal proceedings pending as of the date of the report [152]. Share Structure and Warrants - The Company had 25,335,163 Class A ordinary shares subject to possible redemption, presented at redemption value as temporary equity [66]. - The Company had 25,335,163 Class A ordinary shares outstanding, all subject to possible redemption, with a redemption value of $261,909,246 [100][101]. - The Company completed a Private Placement of 11,333,333 Private Placement Warrants at a price of $1.50 per warrant, generating gross proceeds of $17.0 million [84]. - The Company has 14,375,000 Public Warrants and 11,333,333 Private Warrants outstanding as of March 31, 2023 [108]. - The fair value of public warrants as of March 31, 2023, was $3,306,250, while the private placement warrants had a fair value of $2,606,670 [122]. - The Company recognized accretion from initial book value to redemption amount, resulting in charges against additional paid-in capital and accumulated deficit [67]. - The Company’s derivative warrant liabilities were valued using observable market prices for public warrants, reflecting a transfer from Level 3 to Level 1 measurement [124]. - The Company’s Class A ordinary shares feature certain redemption rights that are considered outside of the Company's control, subject to uncertain future events [66]. Expenses and Costs - General and administrative expenses for Q1 2023 were $1.3 million, up from $1.0 million in Q1 2022, representing an increase of approximately 30% [13]. - The Company incurred increased expenses due to being a public company, including legal and compliance costs, following its IPO [136]. - The Sponsor agreed to pay the Company $10,000 per month for administrative support services, resulting in expenses of $30,000 for the three months ended March 31, 2023 [92]. - The Company incurred $0 in expenses under consulting agreements for the three months ended March 31, 2023, with a payable balance of approximately $0 [97].