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New words:
administered, aforementioned, Air, announced, appoint, ascribed, assistance, began, block, cancelled, clause, clean, climate, CNTM, committee, Counterparty, counting, daily, default, delivery, DeliveryCircle, Discharge, dispatch, driven, EBITDA, Electric, enhanced, equipment, EV, failed, fall, focused, gain, grown, headquartered, Heating, HVAC, intelligence, intelligent, July, largest, Legacy, legend, lieu, Marlborough, membership, network, ninetieth, orally, ownership, pending, percent, platform, pm, practicable, prepay, primary, proceeded, proprietary, Rao, reached, Reg, reliance, replaced, representation, Revenue, revert, rounded, significantly, simple, sixty, software, solar, sought, strategy, successor, symbol, thirty, trailing, twenty, underwritten, unregistered, valid, Vehicle, Ventilation, Vijaya, visibility, volume, withholding, writing
Removed:
adjournment, agreeable, amounting, appraisal, assure, attached, auditing, bearing, breach, breached, cease, conditioned, Continental, curable, cure, deem, depending, diligence, dissolve, effected, enjoining, generated, governmental, identifying, inaction, inclusive, incremental, incurring, insufficient, integral, lesser, liquidate, mutual, mutually, negotiating, noninterest, operate, organizational, perfect, performing, permanently, prohibiting, proximate, proximately, recommendation, regulatory, reimburse, reserve, restraining, seeking, selecting, short, structuring, successfully, terminate, timeframe, travel, upward, vi, vii, withheld
Financial report summary
?Risks
- Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
- If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
- Since our Anchor Investors own Founder Shares, a conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination.
- Unlike other blank check companies, we have until May 13, 2024 to complete a business combination, without a stockholder vote or your ability to redeem your shares.
- Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.
- The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an initial business combination with a target.
- The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
- The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
- Our Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.009 per Founder Share (prior to the forfeiture on May 10, 2022 of 575,000 Founder Shares). As a result of this low initial price, our Sponsor, its affiliates, our management team and the Anchor Investors stand to make a substantial profit even if the Company declines in value after an initial business combination or is unprofitable for our public stockholders.
- The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
- We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our Warrants and Public Rights will expire worthless.
- If we seek stockholder approval of our initial business combination, our Sponsor, directors, officers and their affiliates may elect to purchase shares, Public Rights or Public Warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A Common Stock.
- If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, Public Rights or Public Warrants, potentially at a loss.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A Common Stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A Common Stock.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our Warrants and Public Rights will expire worthless.
- Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.
- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.
- Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.
- We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
- If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.
- If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.
- The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A Common Stock.
- Because we are neither limited to evaluating a target business in a particular industry sector, you will be unable to ascertain the merits or risks of any particular target business’s operations.
- We may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
- We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.
- Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Warrants and Public Rights will expire worthless.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may attempt to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.
- Our management may not be able to maintain control of a target business after our initial business combination.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete an initial business combination with which a substantial majority of our stockholders do not agree.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
- Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
- Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
- If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.
- If our management team following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
- After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.
- Exchange rate fluctuations and currency policies may cause our target business’s ability to succeed in the international markets to be diminished.
- We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
- There may be tax consequences to our business combinations that may adversely affect us.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
- We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
- Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
- Since our Sponsor, officers, directors and Anchor Investors will lose their entire investment in us if our initial business combination is not completed, and because our Sponsor, officers, directors and the Anchor Investors who have an interest in Founder Shares may profit substantially even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- Since our Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- Concentration of ownership among our sponsor and the Anchor Investors may prevent other investors from influencing significant corporate decisions or adversely affect the trading price of our public shares.
- The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.10 per share.
- Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- If you exercise your Public Warrants on a “cashless basis”, you will receive fewer shares of Class A Common Stock from such exercise than if you were to exercise such warrants for cash.
- We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.
- Unlike many other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue shares to consummate an initial business combination.
- We may amend the terms of the Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least a majority of the then outstanding Public Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of shares of our Class A Common Stock purchasable upon exercise of a Warrant could be decreased, all without your approval.
- We may amend the terms of the Public Rights in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding Public Rights.
- Our Warrant Agreement and Rights Agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants and rights, which could limit the ability of warrant holders and rights holders to obtain a favorable judicial forum for disputes with our company.
- We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
- Our Warrants, Public Rights and Founder Shares may have an adverse effect on the market price of our Class A Common Stock and make it more difficult to effectuate our initial business combination.
- A provision of our Warrant Agreement may make it more difficult for us to consummate an initial business combination.
- Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Common Stock and could entrench management.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”.
- Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.
- Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
- Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in the Company.
- We may be subject to an increased rate of tax on our income if we are treated as a personal holding company.
- We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
Management Discussion
- Our entire activity from inception through the IPO date was in preparation for our Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective initial business combination and preparation for the Business Combination. Since the IPO, we did not generate any operating revenues. Prior to the closing of the Business Combination, we continued to generate non-operating income in the form of dividend and interest income on marketable securities held in the Trust Account.
- For the three months ended June 30, 2024, we had net income of $1,413,237, which was primarily related to $1,035,191 of dividend and interest income earned in the Trust Account and a $1,590,000 gain on the change in fair value of the Forward Purchase Agreement liability, partially offset $1,005,064 of general and administrative costs and $206,890 of income tax expense (primarily related to the dividend and interest income earned in the Trust Account). For the three months ended June 30, 2023, we had a net loss of $5,165,243, which was primarily related to $543,038 of general and administrative costs, $217,590 of income tax expense, and $5,540,000 loss on the change in fair value of the Forward Purchase Agreement liability, partially offset by $1,135,385 of dividend and interest income earned in the Trust Account. The increase in general and administrative costs during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023 is due to increased expenditures as we neared completion of the Business Combination with ConnectM. The change in the fair value of the Forward Purchase Agreement liability is primarily driven by the change in the probability of the successful consummation of the Business Combination, which has increased consistently since the execution of the Merger Agreement on December 31, 2022. The gain on the change in fair value of the Forward Purchase Agreement liability was primarily due to the decrease in the estimated stock volatility as compared to March 31, 2024 valuation.
- For the six months ended June 30, 2024, we had a net loss of $8,218,047, which was primarily related to $1,865,386 of general and administrative costs, $431,573 of income tax expense, and $7,990,000 loss on the change in fair value of the Forward Purchase Agreement liability, partially offset by $2,069,362 of dividend and interest income earned in the Trust Account (primarily related to the dividend and interest income earned in the Trust Account). For the six months ended June 30, 2023, we had a net loss of $5,750,780, which was primarily related to $1,352,965 of general and administrative costs, $432,100 of income tax expense, and $6,100,000 loss on the change in fair value of the Forward Purchase Agreement liability, partially offset by $2,134,285 of dividend and interest income earned in the Trust Account. The increase in general and administrative costs during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 is due to increased expenditures as we neared completion of the Business Combination with ConnectM. The change in the fair value of the Forward Purchase Agreement liability is primarily driven by the change in the probability of the successful consummation of the Business Combination, which has increased consistently since the execution of the Merger Agreement on December 31, 2022.