Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $448,097, consisting of general and administrative expenses of $843,346, offset by a change in fair value of warrant liabilities of $265,334 and interest earned on marketable securities of $157,033 [154]. - The company reported a net income of $2,836,725 for the three months ended March 31, 2022, primarily due to a change in fair value of warrant liabilities of $3,449,332 [155]. Initial Public Offering (IPO) - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 units at $10.00 per unit [156]. - The company incurred $14,161,525 in Initial Public Offering related costs, including $5,000,000 in underwriting fees and $8,750,000 in deferred underwriting fees [157]. - The total deferred fee to underwriters from the Initial Public Offering amounts to $8,750,000, contingent upon the completion of an initial business combination [174]. Business Combination - The company entered into a Business Combination Agreement with TriSalus Life Sciences, Inc., with the merger subject to certain closing conditions [149]. - The company has until June 22, 2023, to consummate an initial business combination, after which a mandatory liquidation will occur if not completed [169]. Cash and Investments - As of March 31, 2023, the company had investments held in the trust account amounting to $20,219,328, with no withdrawals made from the interest income during the period [160]. - As of March 31, 2023, the company had cash of $136,798, intended for business due diligence and completion of the initial business combination [162]. - Cash used in operating activities for the three months ended March 31, 2023, was $698,415, with changes in operating assets and liabilities providing $172,049 of cash [158]. Liabilities and Obligations - The company issued a promissory note to the Sponsor for $544,000, which is non-interest bearing and matures upon the closing of the initial business combination [163]. - As of March 31, 2023, the company has no off-balance sheet financing arrangements or obligations, ensuring a clean balance sheet [170]. - Legal fees of $508,525 and investment advisory fees of $400,000 were incurred but are no longer due following the termination of the Memic Business Combination Agreement [176]. Accounting and Financial Instruments - The company evaluates its financial instruments, including warrants, and classifies them as liabilities at fair value, subject to re-measurement at each reporting period [180]. - Class A common stock subject to possible redemption is classified as temporary equity, reflecting certain redemption rights outside the company's control [181]. - The company has not adopted the new accounting standard ASU 2020-06 as of March 31, 2023, which is effective January 1, 2024 [183]. Risks and Challenges - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination [185].
TriSalus Life Sciences(TLSI) - 2023 Q1 - Quarterly Report