It seems like you've provided a financial report document, specifically a 10-Q filing, which is a quarterly report filed by publicly traded companies with the Securities and Exchange Commission (SEC). Since there is no article title provided, I'll assume you'd like me to generate a title based on the content of the document. A possible title for this article could be: "Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934" This title is a standard format for 10-Q filings and provides a brief summary of the report's purpose and contents.

Press release · 09/27 22:32
It seems like you've provided a financial report document, specifically a 10-Q filing, which is a quarterly report filed by publicly traded companies with the Securities and Exchange Commission (SEC). Since there is no article title provided, I'll assume you'd like me to generate a title based on the content of the document. A possible title for this article could be: "Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934" This title is a standard format for 10-Q filings and provides a brief summary of the report's purpose and contents.

It seems like you've provided a financial report document, specifically a 10-Q filing, which is a quarterly report filed by publicly traded companies with the Securities and Exchange Commission (SEC). Since there is no article title provided, I'll assume you'd like me to generate a title based on the content of the document. A possible title for this article could be: "Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934" This title is a standard format for 10-Q filings and provides a brief summary of the report's purpose and contents.

I apologize, but it seems that you haven’t provided a financial report (10-Q) for me to summarize. A 10-Q is a quarterly report filed by publicly traded companies with the Securities and Exchange Commission (SEC). If you provide the report, I’d be happy to help you summarize it in a single paragraph, focusing on key financial figures, main events, and significant developments.

Overview

We are a blank check company incorporated in May 2021 as a Cayman Islands exempted company 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. We completed our initial public offering (IPO) in December 2021, raising $172.5 million.

The Proposed Business Combination

On March 25, 2024, we entered into a Business Combination Agreement to combine our business with OmnigenicsAI Corp and MultiplAI Health Ltd. However, on August 27, 2024, the agreement to acquire MultiplAI was terminated, and the proposed business combination will now only involve OmnigenicsAI.

The key terms of the proposed business combination are:

  • At the closing, Merger Sub will merge with and into our company, with our company being the surviving entity and becoming a wholly-owned subsidiary of OmnigenicsAI.
  • Each of our ordinary shares will be exchanged for one ordinary share of OmnigenicsAI.
  • Our warrants will become warrants of OmnigenicsAI on substantially the same terms.
  • The transaction is subject to customary closing conditions, including shareholder approval and regulatory approvals.

Results of Operations

Since our IPO, our activity has been limited to evaluating potential business combination targets. We have not generated any operating revenue and have incurred net losses of $1.9 million and $58,854 for the six months ended June 30, 2024 and 2023, respectively. Our losses have been driven by operating costs such as professional fees.

We have recorded interest income from the funds held in our trust account, as well as unrealized gains and losses related to the change in fair value of our warrants. As of June 30, 2024, we had $168 in our operating bank account and a working capital deficit of $2.9 million.

Liquidity and Capital Resources

Our liquidity needs have been satisfied to date through a payment from our sponsor and the proceeds from our IPO and private placement. However, we expect to need additional capital to finance transaction costs related to a potential business combination.

We may not have sufficient working capital and borrowing capacity to meet our needs through the consummation of a business combination or one year from the date of this filing. If we are unable to complete a business combination by December 9, 2024 (or a later date if we extend the deadline), we will be required to liquidate.

Critical Accounting Policies

Our critical accounting policies include the accounting for warrant liabilities, classification of Class A ordinary shares subject to possible redemption, and the calculation of net income per ordinary share. We also qualify as an “emerging growth company” under the JOBS Act, which allows us to delay the adoption of certain accounting standards.

In summary, we are a blank check company that has not yet completed a business combination. We have incurred net losses to date and may need additional capital to finance a potential transaction. Our proposed business combination with OmnigenicsAI remains subject to various closing conditions.