99 Acquisition (NNAG) - 2024 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION Financial Statements For Q1 2024, the company reported a net income of $365,332, driven by unrealized investment income, with total assets reaching $78.5 million, and management expressing substantial doubt about its going concern status Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Cash | $109 | $321,463 | | Trust account | $78,237,540 | $77,225,243 | | Total Assets | $78,516,116 | $77,758,038 | | Liabilities & Stockholders' Deficit | | | | Total Liabilities | $3,789,579 | $3,396,833 | | Class A common stock subject to possible redemption | $77,666,208 | $76,858,761 | | Total Stockholders' Deficit | ($2,939,671) | ($2,497,556) | Statement of Operations Highlights (Unaudited) | Account | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Loss from operations | ($444,886) | ($248) | | Unrealized investment income on marketable securities held in Trust Account | $1,012,297 | $— | | Net income (loss) | $365,332 | ($248) | | Basic and diluted net income (loss) per share, non-redeemable common stock | $0.04 | ($0.00) | - On February 12, 2024, the Company entered into a Merger Agreement with Nava Health MD, Inc. and its subsidiary, NNAG Merger Sub, Inc., for a merger where Nava will survive as a wholly-owned subsidiary of the Company[41] - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern, as it must complete a Business Combination within the specified Combination Period (9 to 15 months from the IPO)[43] Management's Discussion and Analysis of Financial Condition and Results of Operations As a blank check company, it signed a Merger Agreement with Nava Health MD, Inc. in February 2024, reporting Q1 2024 net income of $365,332 from Trust Account gains, while facing minimal liquidity and substantial doubt about its going concern status - The company is a blank check company formed to effect a business combination and has signed a Merger Agreement with Nava Health MD, Inc. on February 12, 2024[108][112] - For the three months ended March 31, 2024, net income was $365,332, primarily from unrealized gains on marketable securities in the Trust Account, comparing to a net loss of $248 for the same period in 2023[117] - As of March 31, 2024, the company had only $109 in cash outside the Trust Account, with its liquidity depending on funds from the Sponsor, including $102,610 borrowed under a promissory note[111][120] - The company must complete its initial Business Combination within 9 months from the IPO closing (extendable up to 15 months), or it will be forced to liquidate[123] Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[128] Controls and Procedures As of March 31, 2024, disclosure controls and procedures were deemed ineffective, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2024, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective[130] - No changes in internal control over financial reporting occurred during the three months ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, internal controls[131] PART II - OTHER INFORMATION Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[134] Risk Factors As a smaller reporting company, the company is not required to provide risk factors in this report - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide risk factors in this report[135] Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities This section details unregistered equity sales to the sponsor, including founder shares and private placement warrants, and confirms the deposit of $75.75 million from IPO and private placement into the Trust Account - The sponsor purchased 2,500,000 founder shares (after adjustments and forfeitures) for an aggregate price of $25,000[136] - The sponsor purchased 2,865,500 private placement warrants at $1.00 per warrant for a total of $2,865,500 in a sale exempt from registration under Section 4(a)(2) of the Securities Act[137] - On August 22, 2023, $75,750,000 in net proceeds from the IPO and Private Placement were deposited into the Trust Account[138] Other Information The company reported no other information - There is no other information to report for the period[141] Exhibits This section lists exhibits filed with the quarterly report, including officer certifications and Inline XBRL data files - The exhibits filed with the report include certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002[143]