Company Overview - The company was incorporated on March 1, 2021, in the Cayman Islands, focusing on mergers and acquisitions, primarily targeting businesses in Asia, excluding those headquartered in mainland China, Hong Kong, or Macau [18]. - The company completed its IPO on October 18, 2022, issuing 6,600,000 units at an offering price of $10.00 per unit, generating total gross proceeds of $66,000,000 [21]. - A total of $67,320,000 from the IPO and private placement was placed in a U.S.-based trust account for the benefit of public shareholders [24]. Financial Performance - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the sponsor to fund operations [26]. - For the year ended December 31, 2022, the company reported a net income of $380,811, primarily from investment income of $493,020, offset by operating expenses of $138,115 [93]. - As of December 31, 2022, the company had cash of $289,175 available outside the trust account for operational expenses and due diligence [94]. - The company has not generated any revenues to date and will not do so until the completion of its initial business combination [91]. - The company experienced a cash increase of $289,175 for the year ended December 31, 2022, with cash used in operating activities amounting to $47,968 and cash provided by financing activities totaling $67,657,143 [107]. - The company reported a significant working capital deficiency and incurred substantial losses, raising doubts about its ability to continue as a going concern [215]. - The financial statements indicate that the company needs to raise additional funds to meet its obligations and sustain operations [215]. Business Strategy - The company aims to acquire businesses with a total enterprise value between $200,000,000 and $600,000,000, focusing on those with compelling economics and clear paths to positive operating cash flow [40]. - The company intends to leverage its management team's experience to improve operational efficiency and scale revenue through organic growth and acquisitions [43]. - The company aims to acquire businesses with significant revenue and earnings growth potential, focusing on existing and new product development, increased production capacity, and synergistic acquisitions [47]. - The company seeks to acquire businesses that can generate strong, stable, and increasing free cash flow, particularly those with predictable revenue streams and low working capital requirements [47]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a focus on identifying attractive acquisition opportunities in the Asia-Pacific region [39]. - The Board of Directors consists of five members, with directors serving a two-year term [141]. - The audit committee is composed of independent directors, with Cathy Jiang qualifying as an "audit committee financial expert" as per SEC rules [149]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, which is available for public review [156]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation [154]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors [65]. - The company is required to comply with the standards of the Public Company Accounting Oversight Board (PCAOB) for its audits [217]. - The independent auditor expressed no opinion on the effectiveness of the company's internal control over financial reporting [217]. - The company has not yet adopted a formal policy for the review of related party transactions, which may present potential conflicts of interest [187]. Future Outlook - The company has until 9 months from the IPO closing to complete an initial business combination, with the possibility of extending this period up to 18 months through three additional 3-month extensions, requiring a deposit of $660,000 for each extension [47]. - If the initial business combination is not completed within the specified time, the company will redeem 100% of the outstanding Public Shares at an expected pro rata redemption price of approximately $10.20 per share [48]. - The company believes that the funds available after the IPO will sustain operations for at least one year, but the combination period is less than one year from the issuance date [106]. - The company may need to seek additional financing to complete its initial business combination, as it is targeting larger businesses than can be acquired with IPO proceeds [104]. Related Party Transactions - The company will pay an affiliate of its Sponsor a total of $10,000 per month for office space and administrative services until the initial business combination or liquidation [144]. - The company has agreed not to consummate a business combination with any entity affiliated with its Sponsor unless an independent valuation opinion is obtained [192]. - No finder's fees or cash payments will be made to the Sponsor or affiliates for services rendered prior to the completion of the initial business combination [192].
TenX Keane Acquisition(TENK) - 2022 Q4 - Annual Report