Overview

Templar Acquisition Corp. is a blank check company incorporated in May 2021 as a Cayman Islands exempted company. The company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

The company completed its initial public offering (IPO) on December 9, 2021, raising $172.5 million by selling 17.25 million units at $10 per unit. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. The company also sold 8.95 million private placement warrants to its sponsor for $1 per warrant.

The company has until December 9, 2024 (36 months from the IPO) to complete a business combination, which can be extended by up to 12 additional one-month periods. If the company does not complete a business combination by this deadline, it will be required to liquidate.

The Proposed Business Combination

On March 25, 2024, Templar Acquisition Corp. entered into a Business Combination Agreement with OmnigenicsAI Corp and Heritas Merger Sub Limited to combine their businesses. The key terms are:

• Merger Sub will merge with and into Templar Acquisition Corp., with Templar Acquisition Corp. as the surviving company and becoming a wholly-owned subsidiary of OmnigenicsAI.
• Each Templar Acquisition Corp. ordinary share will be exchanged for one OmnigenicsAI ordinary share.
• All Templar Acquisition Corp. warrants will become OmnigenicsAI warrants on substantially the same terms.

The proposed business combination is subject to customary closing conditions, including shareholder approval, regulatory approvals, and minimum cash requirements. The obligation to complete the transaction is not contingent on the acquisition of MultiplAI, as the MultiplAI share purchase agreement was terminated in August 2024.

Results of Operations

Templar Acquisition Corp. has not generated any operating revenue since its inception, as it has been focused on evaluating potential business combination targets. The company has incurred operating expenses related to being a public company, as well as costs associated with the evaluation of potential targets.

For the six months ended June 30, 2024, the company reported a net loss of $1.87 million, primarily due to $1.49 million in operating costs. The company also recognized an unrealized loss of $2.02 million related to the change in fair value of its warrants, offset by $1.64 million in interest income from its trust account investments.

For the six months ended June 30, 2023, the company reported a net loss of $58,854, which included $1.36 million in operating costs, $2.27 million in interest income, and a $913,627 unrealized loss on the fair value of its warrants.

Liquidity and Capital Resources

As of June 30, 2024, the company had $168 in its operating bank account and a working capital deficit of $2.85 million, excluding accrued interest receivable. The company has been funding its operations through the proceeds from its IPO and private placement, as well as an unsecured promissory note.

Management believes the company will not have sufficient working capital and borrowing capacity to meet its needs through the completion of a business combination or one year from the filing date. The company may need to obtain alternative liquidity and capital resources, which may not be available. The company’s ability to continue as a going concern is dependent on its ability to complete a business combination by the deadline.

Key Risks and Uncertainties

The company’s results of operations and ability to complete a business combination may be adversely affected by various factors, including:

• Downturns in financial markets or economic conditions
• Increases in oil prices, inflation, or interest rates
• Supply chain disruptions
• Declines in consumer confidence and spending
• Geopolitical instability

Additionally, the company faces the risk of not being able to complete a business combination by the December 2024 deadline, which would result in mandatory liquidation.

Overall, Templar Acquisition Corp. is a blank check company that has made progress towards a proposed business combination, but faces significant liquidity and execution challenges that raise substantial doubt about its ability to continue as a going concern.