Table of Contents
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Table of Contents
C5 ACQUISITION CORPORATION
FORM 10-Q FOR THE QUARTER ENDED June 30, 2023
TABLE OF CONTENTS
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Table of Contents
Item 1. | Interim Financial Statements |
June 30, 2023 (unaudited) |
December 31, 2022 |
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ASSETS |
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Current Assets: |
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Cash |
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Prepaid expenses |
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Total Current Assets |
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Investments held in the Trust Account |
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Total Assets |
$ | $ | ||||||
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities: |
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Accounts payable and accrued expenses |
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Excise tax payable |
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Income taxes payable |
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Convertible promissory notes – related party |
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Total Current Liabilities |
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Deferred underwriting commission |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES (Note 6) |
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Class A common stock subject to possible redemption; |
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Stockholders’ Deficit: |
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Preferred shares, $ |
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Class A common stock, $ and |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
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For the Three Months Ended |
For the Six Months Ended |
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June 30, |
June 30, |
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2023 |
2022 |
2023 |
2022 |
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EXPENSES |
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General and administrative |
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TOTAL EXPENSES |
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OTHER INCOME |
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Income earned on Investments held in Trust Account |
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TOTAL OTHER INCOME |
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Net income (loss) before income tax provision |
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Income tax provision |
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Net income (loss) |
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Basic and diluted weighted average shares outstanding, Class A Common Stock |
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Basic and diluted net income (loss) per share of Class A Common Stock |
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Weighted average number of shares of Class B Common Stock outstanding, basic and diluted |
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Basic and diluted net income (loss) per share of Class B Common Stock |
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Class B |
Additional |
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Common Stock |
Paid-In |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance as of January 1, 2023 |
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$ |
$ |
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Accretion of Class A common stock to redemption amount |
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Net incom e |
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— |
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Balance as of March 31, 2023 |
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Accretion of Class A common stock to redemption amount |
— |
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— |
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Net income |
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Balance as of June 30, 2023 |
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$ |
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Class B |
Additional |
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Common Stock |
Paid-In |
Accumulated |
Stockholder’s |
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Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance as of January 1, 2022 |
$ |
$ |
$ |
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$ |
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Proceeds Allocated to Public Warrants |
— |
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Proceeds from Private Warrants, net of offering costs |
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— |
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Value of transaction costs allocated to the fair value of equity instruments |
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Remeasurement adjustment of Class A common stock to redemption value |
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Accretion of Class A common stock to redemption amount |
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Net loss |
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Balance as of March 31, 2022 |
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Accretion of Class A common stock to redemption amount |
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Net loss |
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Balance as of June 30, 2022 |
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For the Six | ||||||||
For the Six | Months | |||||||
Months Ended | Ended June 30, | |||||||
June 30, 2023 | 2022 | |||||||
Cash Flows From Operating Activities: |
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Net income (loss) |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Income earned on Investments held in Trust Account |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Other assets |
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Income tax payable |
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Accounts payable and accrued expenses |
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Net Cash Used In Operating Activities |
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Cash Flows From Investing Activities: |
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Cash deposited into Trust Account |
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Cash drawn for redemptions |
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Cash withdrawn from Trust Account for taxes |
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Net Cash Provided By (Used In) Investing Activities |
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Cash Flows From Financing Activities: |
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Sale of Units in the Initial Public Offering, net of underwriting discount |
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Cash paid for redemptions of Class A common stock |
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Sale of Private Placement Warrants to Sponsor |
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Repayment of Sponsor promissory note |
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Payment of offering costs |
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Proceeds from convertible promissory notes – related party |
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Net Cash (Used In) Provided By Financing Activities |
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Net change in cash |
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Cash at beginning of period |
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Cash at end of period |
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Supplemental disclosure of cash flow information: |
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Cash paid for taxes |
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Supplemental disclosure of non-cash financing activities: |
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Deferred offering costs included in accrued offering costs |
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Class A Common Stock measurement adjustment |
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Accretion of Class A common stock to redemption value |
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Offering costs included in accounts payable and accrued expenses |
$ | — | $ |
Three Months Ended June 30, 2023 |
Three Months Ended June 30, 2022 |
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Class A Common Stock |
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Numerator: Income (loss) allocable to Class A Common Stock, $ |
$ |
$ |
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Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share, Class A Common Stock |
$ |
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Class B Common Stock |
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Numerator: Income (loss) allocable to Class B Common Stock, |
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Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share, Class B Common Stock |
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Six Months Ended June 30, 2023 |
Six Months Ended June 30, 2022 |
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Class A Common Stock |
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Numerator: Income (loss) allocable to Class A Common Stock, $ |
$ |
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Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share, Class A Common Stock |
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Class B Common Stock |
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Numerator: Income (loss) allocable to Class B Common Stock, |
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Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share, Class B Common Stock |
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• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30-day redemption period to each Public Warrant holder; and |
• | if, and only if, the last reported sale price of the Class A common stock has been at least $ |
Table of Contents
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report.
Overview
We are a blank check company formed under the laws of the State of Delaware on March 30, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
Our only activities from March 30, 2021 (inception) through June 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and the search for a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2023, we had net income of $829,577, which consists of interest earned on marketable securities held in the Trust Account of $1,816,603 and partially offset by related party administration fee ($105,000), directors and officers insurance ($148,080), professional fees ($268,692), other operating costs ($44,267) franchise tax expense of ($50,000) and income taxes ($370,987).
For the three months ended June 30, 2022, we had a net loss of $143,211, which consists of operating costs of $458,558 offset by interest earned on marketable securities held in the Trust Account of $332,829. Operating costs for the three months ended June 30, 2022, consist primarily of professional fees ($102,251), related party administration fee ($105,000), directors and officers insurance ($148,080) and franchise taxes ($50,000). In addition, during the three months ended June 30, 2022, the Company recorded an income tax provision of $17,482 due to the increase in interest income during the period.
For the six months ended June 30, 2023, we had net income of $2,750,375, which consists of interest earned on marketable securities held in the Trust Account of $4,971,568 and partially offset by related party administration fee ($210,000), directors and officers insurance ($294,534), professional fees ($509,392), other operating costs ($83,759) franchise tax expense of ($100,606) and income taxes of ($1,022,902).
For the six months ended June 30, 2022, we had a net loss of $598,318, which consists of operating costs of $960,431 offset by interest earned on marketable securities held in the Trust Account of $379,595. Operating costs for the six months ended June 30, 2022, consist mostly of professional fees ($202,791), related party administration fee ($197,581), directors and officers insurance ($276,633), franchise taxes ($98,767) and listing fees ($118,662). In addition, during the six months ended June 30, 2022, the Company recorded an income tax provision of $17,482 due to the increase in interest income during the period.
Liquidity and Capital Resources
On January 11, 2022, we consummated the Initial Public Offering of 28,750,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 3,750,000 Units, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 15,035,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $15,035,500.
Following the Initial Public Offering, the full exercise of the over-allotment option by the underwriters’ and the sale of the Private Placement Warrants, a total of $293,250,000 was placed in the Trust Account and we had $3,377,397 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. Transaction costs amounted to $16,368,261 consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees payable and $555,761 of other offering costs.
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As of June 30, 2023 and December 31, 2022, we had marketable securities held in the Trust Account of $99,163,964 and $297,415,415, respectively, consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through June 30, 2023, we withdrew $940,707 of interest earned on the Trust Account to pay taxes.
For the six months ended June 30, 2023, cash used in operating activities was $1,285,662 which consisted of the net income of $2,750,375, reduced by interest earned on marketable securities held in the Trust Account of $4,971,568 and offset by changes in operating assets and liabilities, which provided $935,530 of cash from operating activities.
For the six months ended June 30, 2022, cash used in operating activities was $1,760,693 which consisted of the net loss of $598,318, increased by interest earned on marketable securities held in the Trust Account of $379,595 and changes in operating assets and liabilities used $782,780 of cash from operating activities.
For the six months ended June 30, 2023, cash provided by investing activities was $203,223,020 which consisted of cash drawn from the Trust Account for redemptions and taxes of $203,242,313 and $940,707, respectively, partially offset by cash deposited into trust of $960,000.
For the six months ended June 30, 2022, cash used in investing activities was $293,232,344 which consisted of cash deposited in the Trust Account of $293,250,000, partially offset by cash withdrawn from the Trust Account for taxes of $17,656.
For the six months ended June 30, 2023, cash used in financing activities was $202,872,313 which consisted of cash paid from the Trust Account for redemptions of $203,242,313, partially offset by proceeds from notes of $370,000.
For the six months ended June 30, 2022, cash provided by financing activities was $296,040,746 which consisted of the sales of units in the initial public offering, net of underwriting discount of $281,750,000, and proceeds from Sponsor promissory note of $15,035,500, partially offset by repayments of the Sponsor promissory note of $300,000, and payments of offering costs of $444,754.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest to pay franchise and income taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. The loans would be repaid upon consummation of a Business Combination, without interest.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
At June 30, 2023, the Company had cash of $766 and working capital deficit of $787,900.
In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination within the Combination Period (the completion window currently ends on December 31, 2023), the mandatory liquidation requirement that the
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Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management has determined that the Company may not have funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or the winding up of the Company as stipulated in the Company’s amended and restated certificate of incorporation. The accompanying financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. These unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
At the special meeting of the stockholders of the Company held on April 6, 2023 (the “Special Meeting”), stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company has to consummate a Business Combination from April 11, 2023 to December 31, 2023 (or such earlier date as determined by the Company’s board of directors) (the “Charter Amendment”).
In connection with the vote to approve the Charter Amendment, holders of 19,455,692 shares of Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.45 per share, for an aggregate redemption amount of approximately $203.2 million. As a result, approximately $203.2 million was removed from the Trust Account to redeem such shares and 9,294,308 shares of Class A common stock remained outstanding after the redemption was effected. Upon payment of the redemption, approximately $97.8 million will remain in the Trust Account.
In connection with the redemption, the Company recorded excise tax of $2.0 million. To the extent the Company issues shares during the year ended December 31, 2023, including in connection with the business combination noted below, it likely will reduce the excise tax liability.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
As of June 30, 2023, we do not have any long-term debt, lease obligations, operating lease obligations or long-term liabilities.
Commencing on the date the Units are first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $35,000 per month for office space, utilities and secretarial and administrative support until the earlier of the completion of the initial Business Combination and the Company’s liquidation. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
The underwriters will be entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will be waived by the underwriters in the event that we do not complete a Business Combination, subject to the terms of the underwriting agreement.
As of June 30, 2023, the Company had incurred legal fees related to the Initial Public Offering and general corporate services of approximately $535,000. $190,000 of these fees will only become due and payable upon the consummation of a Business Combination. The outstanding balance of the legal fees is in accounts payable and accrued expenses on the balance sheets.
Critical Accounting Estimates and Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. A critical accounting estimate to our financial statements include valuation of warrants and valuation of allowance for taxes. We have identified the following critical accounting policies:
Class A Common Stock Subject to Possible Redemption
We account for our shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.
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Warrants
We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own Class A common stock among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
All of the Company’s warrants have met the criteria for equity treatment.
Convertible Promissory Notes
The Company has determined that under ASC 815 “Derivatives and Hedging”, the promissory note has no equity host characteristics and as such will be accounted for as a liability. The Company carries the note at cost. The Company has determined that the warrant conversion feature is an embedded derivative that is not required to be bifurcated and separately accounted for under ASC 815.
Offering Costs associated with Initial Public Offering
The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SAB Topic 5A, “Expenses of Offering.” Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Units were allocated between temporary equity and the Public Warrants by the relative fair value method. Offering costs of $555,761 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter fees of $15,812,500, were allocated between temporary equity, the Public Warrants and the Private Warrants in a relative fair value method upon completion of the Initial Public Offering.
Net Income (Loss) per Common Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating earnings per share. The remeasurement adjustment associated with the redeemable shares of Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted earnings per share of common stock is the same as basic earnings per common stock for the periods presented. As of June 30, 2023 and December 31, 2022, the warrants are exercisable to purchase 29,410,500 shares of Class A common stock in the aggregate.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
In connection with the redemption, the Company recorded excise tax of $2.0 million. To the extent the Company issues shares during the year ended December 31, 2023, including in connection with the business combination noted below, it likely will reduce the excise tax liability.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. As of June 30, 2023, we were not subject to any market or interest rate risk.
Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, are recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2023, and noted the following deficiency that we believe to be material weaknesses in internal controls over financial reporting as (i) the Company’s processes to ensure its financial statements were properly presented in accordance with GAAP did not operate effectively. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective.
During the three and six months ended June 30, 2023, we have sought to remediate this material weakness by, among other things, devoting additional resources to the improvement of our internal control over financial reporting as it relates to the accounting treatment for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we are enhancing these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our securities and financial statements. We have also added additional layers of management oversight on the accrual of operating expenses and valuation of complex financial instruments. As we continue to evaluate and improve our internal control over financial reporting, management will review and make necessary changes to the overall design of our internal controls.
If we identify any new material weakness in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management’s Report on Internal Controls Over Financial Reporting
This Quarterly Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies or emerging growth companies.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2023 covered by this Quarterly Report on Form 10-Q, other than the circumstances described above, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II-OTHER INFORMATION
Item 1. | Legal Proceedings. |
None.
Item 1A. | Risk Factors. |
Factors that could cause the Company’s actual business, financial condition and/or results of operations to differ materially from those in this Quarterly Report are any of the risks factors described in our annual report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023. Any of these risk factors could result in a significant or material adverse effect on the Company’s business, financial condition and/or results of operations. Additional risk factors not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business, financial condition and/or results of operations.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
On January 11, 2022, we completed our Initial Public Offering of 28,750,000 units at a price of $10.00 per unit, generating gross proceeds of $287,500,000. Each unit consists of one of the Company’s shares of Class A common stock, par value $0.0001 per share, and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments. Following the closing of the Initial Public Offering, an aggregate of $293,250,000 was placed in the Trust Account.
Concurrently with the completion of the Initial Public Offering, our sponsor purchased an aggregate of 15,035,500 warrants at a price of $1.00 per warrant, or $15,035,500 in the aggregate. An aggregate of $293,250,000 was placed in a Trust Account at the time of closing of the Initial Public Offering. Each whole Private Placement Warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments.
On January 11, 2022, the underwriters fully exercised their option to purchase additional units. The exercise of the option generated gross proceeds of $37,500,000 to the Company.
Item 3. | Defaults Upon Senior Securities. |
None.
Item 4. | Mine Safety Disclosures. |
Not applicable.
Item 5. | Other Information. |
None.
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Item 6. | Exhibits |
No. | Description of Exhibit | |
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | Inline XBRL Instance Document-this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* | Filed herewith. |
** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. |
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PART III-SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 13, 2023
C5 ACQUISITION CORPORATION | ||
By: | /s/ Robert Meyerson | |
Robert Meyerson | ||
Chief Executive Officer and Director (Principal Executive Officer) | ||
By: | /s/ David Glickman | |
David Glickman | ||
Chief Business Development Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |
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