Business Combination - The Company entered into a business combination agreement with Unifund Financial Technologies, Inc. on May 19, 2023, focusing on consumer debt receivables and data analytics [190]. - The Business Combination Agreement is subject to customary conditions and may be terminated prior to consummation [191]. - The Company has not yet consummated the proposed Unifund Business Combination, and associated risks are detailed in the Registration Statement [197]. - The Company intends to use substantially all funds in the Trust Account to complete its initial business combination, with potential withdrawals for tax payments [223]. - The company has until August 28, 2024, to complete an initial business combination, following extensions granted under the 2024 Charter Amendment Extensions [234]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not consummated by August 28, 2024 [235]. Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $1,199,055, an increase from a net loss of $857,507 for the same period in 2023, primarily due to decreased investment income and increased income tax expenses [213][215]. - Investment income held in the Trust Account for the three months ended March 31, 2024, was $1,634,399, down from $1,897,729 for the same period in 2023, attributed to a decrease in the principal balance in the Trust Account [213][215]. - General and administrative expenses for the three months ended March 31, 2024, totaled $2,062,840, with approximately $1.6 million related to business combination costs [213]. - The company incurred cash used in operating activities of $522,003 for the three months ended March 31, 2024, compared to $253,390 for the same period in 2023, indicating increased transaction costs [221]. - The Company recorded a liability of $3,983,096 for the Extension Notes as of March 31, 2024, which includes $3,450,000 of principal and $533,096 of accrued interest [243]. - The interest expense recorded on the Amended Promissory Note for the three months ended March 31, 2024, was $184,500 [244]. Trust Account and Cash Management - Following the 2023 Special Meeting, stockholders redeemed 3,825,869 shares of Class A Common Stock for a total of $41,057,655, leaving approximately $144.9 million in the Trust Account [205]. - Stockholders redeemed 6,032,023 Public Shares for approximately $67.2 million, resulting in $82.7 million remaining in the Trust Account [208]. - As of March 31, 2024, the company had cash of $26,973 held outside of the Trust Account and marketable securities in the Trust Account amounting to $83,596,299 [222]. - The Class A common stock subject to possible redemption as of March 31, 2024, is valued at $82,334,453 after accounting for redemptions and re-measurement [247]. - The Company has raised net proceeds of $177,606,386 from its IPO, with $175,950,000 deposited in the Trust Account [217]. Extensions and Agreements - The Company extended the period to consummate an initial business combination by three months to May 28, 2023, with a deposit of $1,725,000 into the Trust Account [198]. - The Company utilized six one-month extensions of the Combination Period, extending it to February 28, 2024, with an additional deposit of $1,680,000 into the Trust Account [206]. - At the 2024 Special Meeting, stockholders approved extending the Combination Period to August 28, 2024, with a deposit of $150,000 for each one-month extension [207]. - The Company issued 1,150,000 Private Placement Warrants to the Sponsor at a rate of $1.50 per warrant during the extensions [199]. - The Company has incurred promissory notes totaling $3,450,000 at an interest rate of 16% per annum for financing the extensions [201]. - The Company has agreed to pay $10,000 per month under the Administrative Services Agreement until the completion of the initial Business Combination [239]. - The balance due under the Administrative Services Agreement was $120,000 as of March 31, 2024 [240]. - The deferred underwriting fee of $6,037,500 was waived by the underwriters as they were not involved in the Proposed Business Combination process [238]. Accounting and Regulatory Matters - The Company is evaluating the potential impact of ASU 2023-09 on its financial statements, which addresses improvements to income tax disclosures [252]. - The Company has adopted ASU 2020-06 effective January 1, 2024, which did not have a material impact on its financial statements [251]. - The Company expensed $30,000 for administrative services for each of the three months ended March 31, 2024, and 2023 [240]. - The gross proceeds from the Class A common stock issuance amounted to $172,500,000 [247].
Everest solidator Acquisition (MNTN) - 2024 Q1 - Quarterly Report