Constellation Acquisition Corp I
For the period ended Dec 31, 2024. Filed Apr 2, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 2, 2025
CSTWFStored price and day change unavailable
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-29.
0001213900-24-028020
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-04-02.
0001213900-25-027555
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 42 previous paragraphs and 51 current paragraphs.
24 unchanged; 17 reworded; 10 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
During 2024, the Board of the Company approved the First 2024 Extension on February 29, 2024, and the extension committee of the Board approved the Second 2024 Extension, Third 2024 Extension, Fourth 2024 Extension, Fifth 2024 Extension, Sixth 2024 Extension, Seventh 2024 Extension, Eighth 2024 Extension, Ninth 2024 Extension, Tenth 2024 Extension and Eleventh 2024 Extension on March 28, 2024, April 29, 2024, May 29, 2024, June 28, 2024, July 23, 2024, August 23, 2024, September 26, 2024, October 29, 2024, November 27, 2024 and December 20, 2024, respectively, resulting in a new Termination Date of January 29, 2025, and the Company drew an aggregate of $660,000 of Extension Funds pursuant to the 2024 Note. The 2024 Note does not bear interest and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any.
Current report
On January 27, 2025, the Company held the 2025 Shareholder Meeting (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the 2025 Termination Date by which the Company has to consummate a business combination from January 29, 2025 to February 28, 2025, or the 2025 Articles Extension Date, and to allow the Company, without another shareholder vote, to elect to extend the 2025 Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the 2025 Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2026, or a total of up to twelve months after the 2025 Termination Date, unless the closing of a business combination shall have occurred prior thereto; (B) to amend, by way of special resolution, the Company’s memorandum and articles of association to permit for the issuance of Class A ordinary shares to holders of the Company’s Class B ordinary shares upon the exercise of the right of a holder of the Class B ordinary shares to convert such holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder; and (C) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the 2025 Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the 2025 Shareholder Meeting, there are insufficient Class A ordinary shares and Class B ordinary shares in the capital of the Company represented (either in person or by proxy) to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where the Company would not adhere to the initial or continued trading requirements of OTCQX® Best Market and the OTCQB® Venture Market or (iii) where the board has determined it is otherwise necessary.
Current report
In connection with the vote to approve the Extension Amendment Proposal and the Founder Share Amendment Proposal held on January 27, 2025, the holders of 2,303,382 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $778,970.65 and there are 7,664,302 Class A Ordinary Shares outstanding, of which 64,302 Class A ordinary shares are held by the Company’s public shareholders.
Current report
On March 10, 2025, the Company’s Class A ordinary shares started trading on the OTC Pink Market (“OTC Pink”) and the Company’s units started trading on the OTCQB® Venture Market (“OTCQB”). The main difference between OTCQB and OTC Pink from OTCQX is that securities listed on the OTCQB and OTC Pink undergo additional quality review and have different listing standards than those on the OTCQX, although all are tiers of the OTC Markets. The trading symbols for the Class A ordinary shares and units remained the same.
Current report
The transition to OTC Pink and OTCQB from OTCQX of the Company’s Class A ordinary shares and units is not expected to affect the Company’s business operations, its relationships with partners or employees or its current SEC reporting obligations.
Current report
Results of Operations
Current report
Recent Accounting Pronouncements
Current report
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
Current report
The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
Removed paragraphs (1)
Previous report
On January 30, 2024, the Company issued an unsecured promissory noted (the “2024 Note”) in the principal amount of $1,660,000 to the Sponsor. The 2024 Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
Reworded paragraphs (17)
Previous wording
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 “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report.
Current wording
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 on Form 10-K. 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 “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report.
Previous wording
Since the closing of the Initial Public Offering and the Private Placement, $310.00 million ($10.00 per unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the Company’s Trust Account and was invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. On January 27, 2023, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account.
Current wording
Since the closing of the Initial Public Offering and the Private Placement, $310.00 million ($10.00 per unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the Trust Account and was invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. On January 27, 2023, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account.
Previous wording
We will only have until the Termination Date. If we do not complete a Business Combination by the Termination Date, we will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Company’s Trust Account, including interest and not previously released to us to fund our working capital requirements (less taxes payable) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of our net assets to our remaining shareholders, as part of our plan of dissolution and liquidation. Our Sponsor and initial shareholders entered into the letter agreement with us, pursuant to which they have waived their rights to participate in any redemption with respect to their founder shares; however, if the initial shareholders or any of our officers, directors or affiliates acquire ordinary shares in or after the Initial Public Offering, they will be entitled to a pro rata share of the Company’s Trust Account upon our redemption or liquidation in the event we do not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Company’s Trust Account assets) will be less than the Initial Public Offering price per unit in the Initial Public Offering.
Current wording
We will only have until the Termination Date to complete an initial Business Combination. If we do not complete a Business Combination by the Termination Date, we will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest not previously released to us to fund our working capital requirements (less taxes payable) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of our net assets to our remaining shareholders, as part of our plan of dissolution and liquidation. Our Sponsor and initial shareholders entered into the Letter Agreement with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares; however, if the initial shareholders or any of our officers, directors or affiliates acquire ordinary shares in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon our redemption or liquidation in the event we do not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be less than the Initial Public Offering price per unit in the Initial Public Offering.
Previous wording
On January 27, 2023, we held an extraordinary general meeting of shareholders to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow the Company, without another shareholder vote, to elect to extend the 2023 Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles Extension Date, by resolution of the board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the 2023 Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior to such date. The shareholders of the Company approved the 2023 Extension Amendment Proposal at the 2023 Shareholder Meeting and on January 31, 2023, the Company filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands.
Current wording
On January 27, 2023, we held an extraordinary general meeting of shareholders to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow the Company, without another shareholder vote, to elect to extend the 2023 Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles Extension Date, by resolution of the board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the 2023 Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior to such date. The shareholders of the Company approved the 2023 Extension Amendment Proposal at the 2023 Shareholder Extension Meeting and on January 31, 2023, the Company filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands.
Previous wording
In connection with the vote at the 2023 Shareholder Meeting, the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $46,138,503. On February 13, 2023, a total of $46,600,678.12 (the remaining trust balance), was placed in a U.S.-based trust account at Citibank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
Current wording
In connection with the vote at the 2023 Shareholder Extension Meeting, the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $46,138,503. On February 13, 2023, a total of $46,600,678.12 (the remaining trust balance), was placed in a U.S.-based trust account at Citibank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.
Previous wording
The board approved the voluntary delisting of its Class A ordinary shares, warrants and units from The New York Stock Exchange, and on January 16, 2024, the Company began trading its Class A ordinary shares and units on OTCQX® Best Market under the symbols “CSTAF” and “CSTUF,” respectively, and its warrants on the OTCQB® Venture Market under the symbol “CSTWF.”
Current wording
On December 20, 2023, the board approved the voluntary delisting of its Class A ordinary shares, public warrants and units from the NYSE, and on January 16, 2024, the Company began trading its Class A ordinary shares and Units on OTCQX® Best Market under the symbols “CSTAF” and “CSTUF,” respectively, and its public warrants on the OTCQB® Venture Market under the symbol “CSTWF.”
Previous wording
On January 29, 2024, the Company held the 2024 Shareholder Meeting (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the Termination Date by which the Company has to consummate a Business Combination from January 29, 2024 to February 29, 2024 and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the 2024 Articles Extension Date, by resolution of the directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025, or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto; and (B) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to eliminate from the amended and restated memorandum and articles of association the limitation that the Company may not redeem Class A ordinary shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. The shareholders of the Company approved the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal at the 2024 Shareholder Meeting and on January 30, 2024, the Company filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands.
Current wording
On January 29, 2024, the Company held the 2024 Shareholder Meeting (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the Termination Date by which the Company has to consummate a Business Combination from January 29, 2024 to February 29, 2024 and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the 2024 Articles Extension Date, by resolution of the directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025, or a total of up to twelve months after the 2024 Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto; and (B) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to eliminate from the amended and restated memorandum and articles of association the limitation that the Company may not redeem Class A ordinary shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. The shareholders of the Company approved the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal at the 2024 Shareholder Meeting and on January 30, 2024, the Company filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands.
Previous wording
In connection with that vote to approve the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal, the holders of 2,126,159 Class A ordinary shares properly exercised their right to redeem their shares for an aggregate price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $26,415,545.
Current wording
In connection with that vote to approve the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal, the holders of 2,126,159 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533. After the satisfaction of such redemptions and receipt of the initial deposit of $55,000 to the Trust account, the balance in our Trust Account was $26,415,545.
Previous wording
On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B ordinary shares into Public Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Company’s Trust Account with respect to the Public Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B Ordinary Shares under the terms of the letter agreement. As of the date of this Annual Report, there are 9,967,684 Class A Ordinary Shares outstanding.
Current wording
On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B ordinary shares into Public Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Trust Account with respect to the Public Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of the Letter Agreement.
Previous wording
On February 29, 2024, the Company drew an aggregate of $55,000 (the “Extension Funds”), as approved by unanimous director resolution, dated February 27, 2024, pursuant to the Extension Note (as defined below), which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from February 29, 2024 to March 29, 2024 (the “First 2024 Extension”). The First 2024 Extension is the first of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any.
Current wording
On February 25, 2025, the Company drew an aggregate of $5,000 (the “Extension Funds”), as approved by unanimous director resolution, dated February 25, 2024, pursuant to the 2024 Note (as defined below), which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from February 28, 2025 to March 29, 2025 (the “First 2025 Extension”). The First 2025 Extension is the first of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any.
Previous wording
On March 28, 2024, the Company drew additional Extension Funds, as approved by unanimous extension committee resolution, dated March 28, 2024, pursuant to the Extension Note, which Extension Funds the Company deposited into the Company’s trust account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from March 29, 2024 to April 29, 2024 (the “Second 2024 Extension”). The Second 2024 Extension is the second of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any.
Current wording
On March 27, 2025, the Company drew additional Extension Funds, as approved by unanimous resolution of the extension committee of the Company’s board of directors, dated March 27, 2025, pursuant to the 2024 Note, which Extension Funds the Company deposited into the Company’s Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from March 29, 2025 to April 29, 2025 (the “Second 2025 Extension”). The Second 2025 Extension is the second of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any.
Previous wording
As of December 31, 2023, the Company had $3,541 in its operating bank account, and a working capital deficit of $3,390,914, net of the convertible promissory note – related party. Convertible promissory note - related party amounting to $3,131,000 is not expected to be settled out of the current assets.
Current wording
As of December 31, 2024, the Company had $5,303 in its operating bank account, and a working capital deficit of $5,573,504, net of the convertible promissory note – related party. Convertible promissory note - related party amounting to $3,181,000 is not expected to be settled out of the current assets.
Previous wording
As of December 31, 2023, there was approximately $3,358,208 of borrowings outstanding and $120,000 of related admin fees owed to the Sponsor under the following promissory notes:
Current wording
As of December 31, 2024, there was approximately $4,773,208 of borrowings outstanding and $240,000 of related administrative fees owed to the Sponsor under the following promissory notes:
Previous wording
Our entire activity from inception through December 31, 2023 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our Business Combination. We generate non-operating income in the form of interest income and dividends on cash and investments held in the Company’s Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Current wording
Our entire activity from inception through December 31, 2024 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our Business Combination. We generate non-operating income in the form of interest income and dividends on cash and investments held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Previous wording
For the year ended December 31, 2022, we had a net income of approximately $12.88 million, which included a gain from the change in fair value of warrant liabilities of $9.5 million and interest earned on investments held in the Company’s Trust Account of $4.47 million, offset by a loss from operations of $1.1 million.
Current wording
For the year ended December 31, 2024, we had a net loss of approximately $248,000, which included a loss from operations of approximately $1,600,000, partially offset by interest earned on investments held in the Trust Account of approximately $1,300,000 and a gain from the change in fair value of warrant liabilities of approximately $47,000.
Previous wording
For the year ended December 31, 2023, we had a net loss of approximately $0.36 million, which included interest earned on investments held in the Company’s Trust Account of $3.0 million and a gain from the change in fair value of warrant liabilities of $0.2 million, offset by a loss from operations of $3.56 million.
Current wording
For the year ended December 31, 2023, we had a net loss of approximately $3,600,000, which included interest earned on investments held in the Company’s Trust Account of approximately $3,000,000 and a gain from the change in fair value of warrant liabilities of approximately $200,000, partially offset by a loss from operations of $3,560,000.
Previous wording
We paid an underwriting discount of 2% of the per Unit offering price, or approximately $6,200,000 in the aggregate at the closing of the Initial Public Offering and agreed to pay deferred underwriting fees of 3.5% of the gross offering proceeds, or approximately $10,850,000 in the aggregate upon the Company’s completion of a Business Combination (the “Deferred Underwriting Fees”). The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Company’s Trust Account solely in the event the Company completes its Business Combination.
Current wording
We paid an underwriting discount of 2% of the per Unit offering price, or approximately $6,200,000 in the aggregate at the closing of the Initial Public Offering, and agreed to pay the Deferred Underwriting Fees (as defined below) of 3.5% of the gross offering proceeds, or approximately $10,850,000 in the aggregate upon the Company’s completion of an Initial Business Combination (the “Deferred Underwriting Fees”). The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.