|
Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
4931
(Primary Standard Industrial
Classification Code Number) |
| |
Not Applicable
(I.R.S. Employer
Identification Number) |
|
|
Arila E. Zhou, Esq.
Ze’-ev D. Eiger, Esq. Robinson & Cole LLP Chrysler East Building 666 Third Ave, 20th Floor New York, NY 10017 Tel: 212-451-2908 |
| |
Meng Ding, Esq.
Sidley Austin c/o 39/F, Two Int’l Finance Centre 8 Finance St, Central, Hong Kong +852 2509-7888 |
|
| | |
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| | | | F-1 | | | |
ANNEXES | | | | | | | |
| | | | A-1 | | | |
| | | | B-1 | | |
| | |
Scenario A-No
Redemption(2) |
| |
Scenario B-25%
Redemption(3) |
| |
Scenario C-75%
Redemption(4) |
| |
Scenario D-Maximum
Redemption(5) |
| ||||||||||||||||||||||||||||||||||||
Holders of PubCo Ordinary Shares
|
| |
No. of
Shares |
| |
Voting
Power(6) |
| |
No. of
Shares |
| |
Voting
Power(6) |
| |
No. of
Shares |
| |
Voting
Power(6) |
| |
No. of
Shares |
| |
Voting
Power(6) |
| ||||||||||||||||||||||||
PNAC Public Stockholders(1)
|
| | | | 5,718,549 | | | | | | 4.21% | | | | | | 4,490,474 | | | | | | 3.34% | | | | | | 2,034,325 | | | | | | 1.54% | | | | | | 806,250 | | | | | | 0.62% | | |
PNAC Initial Stockholders(7)
|
| | | | 2,011,392 | | | | | | 1.48% | | | | | | 2,011,392 | | | | | | 1.50% | | | | | | 2,011,392 | | | | | | 1.52% | | | | | | 2,011,392 | | | | | | 1.54% | | |
The Sellers(8)
|
| | | | 127,358,491 | | | | | | 93.85% | | | | | | 127,358,491 | | | | | | 94.71% | | | | | | 127,358,491 | | | | | | 96.47% | | | | | | 127,358,491 | | | | | | 97.38% | | |
PNCPS compensation shares(9)
|
| | | | 609,756 | | | | | | 0.45% | | | | | | 609,756 | | | | | | 0.45% | | | | | | 609,756 | | | | | | 0.46% | | | | | | 609,756 | | | | | | 0.47% | | |
Pro Forma PubCo Ordinary Shares at
Closing(10) |
| | | $ | 135,698,188 | | | | | | 100% | | | | | | 134,470,113 | | | | | | 100% | | | | | | 132,013,963 | | | | | | 100.00% | | | | | | 130,785,889 | | | | | | 100.00% | | |
Pro Forma Equity Value(10)
|
| | | | 1,438,400,788 | | | | | | | | | | | | 1,425,383,196 | | | | | | | | | | | | 1,399,348,011 | | | | | | | | | | | | 1,386,330,419 | | | | | | | | |
Pro Forma Book Value(10) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Pro Forma Book Value(10)
|
| | | | 44,251,234 | | | | | | | | | | | | 31,737,462 | | | | | | | | | | | | 6,340,871 | | | | | | | | | | | | (6,382,934) | | | | | | | | |
Pro Forma Book Value Per Share(10)
|
| | | | 0.33 | | | | | | | | | | | | 0.24 | | | | | | | | | | | | 0.05 | | | | | | | | | | | | (0.05) | | | | | | | | |
| | |
Scenario A-No
Redemption(2) |
| |
Scenario B-25%
Redemption(3) |
| |
Scenario C-75%
Redemption(4) |
| |
Scenario D-Maximum
Redemption(5) |
| ||||||||||||||||||||||||||||||||||||
Holders of PubCo Ordinary Shares
|
| |
No. of
Shares |
| |
Voting
Power(6) |
| |
No. of
Shares |
| |
Voting
Power(6) |
| |
No. of
Shares |
| |
Voting
Power(6) |
| |
No. of
Shares |
| |
Voting
Power(6) |
| ||||||||||||||||||||||||
PNAC Public Stockholders(1)
|
| | | | 5,718,549 | | | | | | 3.91% | | | | | | 4,490,474 | | | | | | 3.10% | | | | | | 2,034,325 | | | | | | 1.43% | | | | | | 806,250 | | | | | | 0.57% | | |
PNAC Initial Stockholders(7)
|
| | | | 2,011,392 | | | | | | 1.38% | | | | | | 2,011,392 | | | | | | 1.39% | | | | | | 2,011,392 | | | | | | 1.41% | | | | | | 2,011,392 | | | | | | 1.43% | | |
The Sellers(8)
|
| | | | 127,358,491 | | | | | | 87.12% | | | | | | 127,358,491 | | | | | | 87.90% | | | | | | 127,358,491 | | | | | | 89.49% | | | | | | 127,358,491 | | | | | | 90.31% | | |
PNCPA compensation shares(9)
|
| | | | 609,756 | | | | | | 0.42% | | | | | | 609,756 | | | | | | 0.42% | | | | | | 609,756 | | | | | | 0.43% | | | | | | 609,756 | | | | | | 0.43% | | |
Shares underlying PubCo
warrants(10) |
| | | | 3,225,000 | | | | | | 2.21% | | | | | | 3,225,000 | | | | | | 2.23% | | | | | | 3,225,000 | | | | | | 2.27% | | | | | | 3,225,000 | | | | | | 2.23 | | |
Working Capital Shares(11)
|
| | | | 300,000 | | | | | | 0.21% | | | | | | 300,000 | | | | | | 0.21% | | | | | | 300,000 | | | | | | 0.21% | | | | | | 300,000 | | | | | | 0.21% | | |
Shares available under the Incentive Plan(12)
|
| | | | 6,961,159 | | | | | | 4.76% | | | | | | 6,899,756 | | | | | | 4.76% | | | | | | 6,776,948 | | | | | | 4.76% | | | | | | 6,715,544 | | | | | | 4.76% | | |
Total
|
| | | | 146,184,347 | | | | | | 100.00% | | | | | | 144,894,868 | | | | | | 100.00% | | | | | | 142,315,911 | | | | | | 100.00% | | | | | | 141,026,433 | | | | | | 100.00% | | |
Holders of PubCo
Ordinary Shares |
| |
Per share
value(1) (at December 31, 2022) |
| |
Scenario A-No
Redemption(2) |
| |
Scenario B-25%
Redemption(3) |
| |
Scenario C-75%
Redemption(4) |
| |
Scenario D-Maximum
Redemption(5) |
| |||||||||||||||||||||||||||||||||||||||
|
No. of
Shares |
| |
Fair
Value |
| |
No. of
Shares |
| |
Fair
Value |
| |
No. of
Shares |
| |
Fair
Value |
| |
No. of
Shares |
| |
Fair
Value |
| ||||||||||||||||||||||||||||||||
PNAC Public Shareholders
|
| | | | 10.60 | | | | | | 4,912,299 | | | | | | 52,070,369 | | | | | | 4,912,299 | | | | | | 52,070,369 | | | | | | 4,912,299 | | | | | | 52,070,369 | | | | | | 4,912,299 | | | | | | 52,070,369 | | |
PNAC Public Stockholders (“Rights”)
|
| | | | 10.60 | | | | | | 806,250 | | | | | | 8,546,250 | | | | | | 806,250 | | | | | | 8,546,250 | | | | | | 806,250 | | | | | | 8,546,250 | | | | | | 806,250 | | | | | | 8,546,250 | | |
PNAC Initial Stockholders
|
| | | | 10.60 | | | | | | 2,011,392 | | | | | | 21,320,755 | | | | | | 2,011,392 | | | | | | 21,320,755 | | | | | | 2,011,392 | | | | | | 21,320,755 | | | | | | 2,011,392 | | | | | | 21,320,755 | | |
The Sellers
|
| | | | 10.60 | | | | | | 127,358,491 | | | | | | 1,350,000,000 | | | | | | 127,358,491 | | | | | | 1,350,000,000 | | | | | | 127,358,491 | | | | | | 1,350,000,000 | | | | | | 127,358,491 | | | | | | 1,350,000,000 | | |
PNCPS Compensation Shares
|
| | | | 10.60 | | | | | | 609,756 | | | | | | 6,463,414 | | | | | | 609,756 | | | | | | 6,463,414 | | | | | | 609,756 | | | | | | 6,463,414 | | | | | | 609,756 | | | | | | 6,463,414 | | |
Redemptions of
PNAC Class A Common Stock |
| | | | 10.60 | | | | | | — | | | | | | — | | | | | | (1,228,075) | | | | | | (13,017,592) | | | | | | (3,684,224) | | | | | | (39,052,777) | | | | | | (4,912,299) | | | | | | (52,070,369) | | |
| | | | | | | | | | | 135,698,188 | | | | | | 1,438,400,788 | | | | | | 134,470,133 | | | | | | 1,425,383,196 | | | | | | 132,013,963 | | | | | | 1,399,348,011 | | | | | | 130,785,889 | | | | | | 1,386,330,419 | | |
Net assets of PNAC
|
| | | | | | | | | | | | | | | | 64,581,206 | | | | | | | | | | | | 64,581,206 | | | | | | | | | | | | 64,581,206 | | | | | | | | | | | | 64,581,206 | | |
Excess of net assets
|
| | | | | | | | | | | | | | | $ | 1,373,819,582 | | | | | | | | | | | $ | 1,360,801,990 | | | | | | | | | | | $ | 1,334,766,805 | | | | | | | | | | | $ | 1,321,749,213 | | |
| | |
Scenario A-No
Redemption(1) |
| |
Scenario B-25%
Redemption(2) |
| |
Scenario C-75%
Redemption(3) |
| |
Scenario D-Maximum
Redemption(4) |
| ||||||||||||
Deferred Underwriting Fee
|
| | | $ | 2,257,500 | | | | | $ | 2,257,500 | | | | | $ | 2,257,500 | | | | | $ | 2,257,500 | | |
Number of Remaining Public Shares(5)
|
| | | | 5,718,549 | | | | | | 4,490,474 | | | | | | 2,034,325 | | | | | | 806,250 | | |
Cost of Deferred Underwriting Fee Per Share
|
| | | $ | 0.39 | | | | | $ | 0.50 | | | | | $ | 1.11 | | | | | $ | 2.80 | | |
IPO proceeds net of redemption(6)
|
| | | $ | 48,415,648 | | | | | $ | 36,311,736 | | | | | $ | 12,103,912 | | | | | $ | 0 | | |
Deferred Underwriting Fee as % of IPO proceeds net of redemptions
|
| | | | 4.7% | | | | | | 6.2% | | | | | | 19% | | | | | | — | | |
| | |
For the year
ended December 31, 2022 (Audited) |
| |
For the period from
February 25, 2021 (inception) through December 31, 2021 (Audited) |
| ||||||
Operating expenses
|
| | | $ | (636,953) | | | | | $ | (1,357) | | |
Net loss
|
| | | $ | 141,931 | | | | | $ | (1,357) | | |
Basic and diluted weighted average shares outstanding of redeemable common stock
|
| | | | 4,040,110 | | | | | | — | | |
Basic and diluted net income per share of redeemable common stock
|
| | | | 0.93 | | | | | | — | | |
Basic and diluted weighted average shares outstanding of non-redeemable common stock
|
| | | $ | 1,906,243 | | | | | $ | 1,044,862(1) | | |
Basic and diluted net income per share of non-redeemable common stock
|
| | | $ | (1.90) | | | | | $ | (0.00) | | |
| | |
As of
December 31, 2022 (Audited) |
| |
As of
December 31, 2021 (Audited) |
| ||||||
Current assets
|
| | | $ | 67,122,199 | | | | | $ | 373,643 | | |
Non-current assets
|
| | | | — | | | | | | — | | |
TOTAL ASSETS
|
| | | | 67,122,199 | | | | | $ | 373,643 | | |
Current Liabilities
|
| | | $ | 2,540,993 | | | | | | 350,000 | | |
Non-current liabilities
|
| | | | — | | | | | | — | | |
TOTAL LIABILITIES
|
| | | | 2,540,993 | | | | | | 350,000 | | |
Common stock subject to possible redemption, 6,450,000 shares at redemption value of $10.34 per share
|
| | | | 66,718,520 | | | | | | — | | |
Shareholders’ deficit
|
| | | | (2,137,314) | | | | | | 23,643 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | $ | 67,122,199 | | | | | $ | 373,643 | | |
| | |
For the Year
Ended December 31, 2022 (Audited) |
| |
For the period from
February 25, 2021 (inception) through December 31, 2021 (Audited) |
| ||||||
Cash used in operating activities
|
| | | $ | (628,480) | | | | | $ | (2,057) | | |
Cash used in investing activities
|
| | | | (65,790,000) | | | | | | — | | |
Cash provided by financing activities
|
| | | | 66,571,472 | | | | | | 127,360 | | |
Net change in cash
|
| | | | 152,992 | | | | | | 125,303 | | |
Cash, beginning of period
|
| | | | 125,303 | | | | | | — | | |
Cash, end of period
|
| | | $ | 278,295 | | | | | $ | 125,303 | | |
| | |
For the six months ended
December 31, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
| | |
(Unaudited)
|
| |
(Unaudited)
|
| ||||||
Operating expenses
|
| | | $ | 1,189,696 | | | | | $ | 611,193 | | |
Other income
|
| | | | 35,046 | | | | | | 8,365 | | |
Net loss
|
| | | $ | (1,154,650) | | | | | $ | (602,828) | | |
Other comprehensive (loss)/income
|
| | | | (15,836) | | | | | | (28,714) | | |
Comprehensive loss
|
| | | | (1,170,487) | | | | | | (631,542) | | |
Basic and diluted loss per ordinary share
|
| | | $ | (3.75) | | | | | $ | (10.29) | | |
Basic and diluted weighted average number of ordinary shares outstanding
|
| | | $ | 311,905 | | | | | $ | 61,368 | | |
| | |
As of
December 31, 2022 (Unaudited) |
| |
As of
June 30, 2022 |
| ||||||
Current assets
|
| | | $ | 517,075 | | | | | $ | 183,889 | | |
Non-current assets
|
| | | | 320,423 | | | | | | 55,532 | | |
Total assets
|
| | | | 837,498 | | | | | | 239,421 | | |
Current liabilities
|
| | | $ | 1,877,603 | | | | | $ | 1,024,244 | | |
Non-current liabilities
|
| | | | 124,918 | | | | | | — | | |
Total liabilities
|
| | | | 2,002,521 | | | | | | 1,024,244 | | |
Shareholders’ deficit
|
| | | | (1,165,023) | | | | | | (784,823) | | |
Total liabilities and shareholders’ deficit
|
| | | $ | 837,498 | | | | | $ | 239,421 | | |
| | |
As of
December 31, 2022 (Unaudited) |
| |
As of
June 30, 2022 |
| ||||||
Cash used in operations
|
| | | | (1,341,533) | | | | | | (805,177) | | |
Cash used in investing activities
|
| | | | (5,735) | | | | | | (3,888) | | |
Cash generated from financing activities
|
| | | | 1,496,657 | | | | | | 873,066 | | |
Increase in cash and cash equivalents
|
| | | | 149,389 | | | | | | 64,001 | | |
Cash and cash equivalents at beginning of period
|
| | | | 81,626 | | | | | | 31,690 | | |
Cash and cash equivalents at end of period
|
| | | $ | 214,449 | | | | | $ | 81,626 | | |
| | |
Historical
|
| |
Pro Forma Combined
|
| ||||||||||||||||||
| | |
Sub Co
(noco-noco) |
| |
PNAC(1)
|
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||
Summary unaudited pro forma condensed combined
statement of operations data for the year ended December 31, 2022 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income
|
| | | | (1,629,911) | | | | | | 141,931 | | | | | | (10,692,825) | | | | | | (10,692,825) | | |
Pro forma net loss per share – basic and diluted (US$ per share)
|
| | | | (5.22) | | | | | | 0.07 | | | | | | (0.08) | | | | | | (0.08) | | |
Summary unaudited pro forma condensed combined
statement of financial position as of December 31, 2022 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | | 837,498 | | | | | | 67,122,199 | | | | | | 46,686,999 | | | | | | 748,433 | | |
Total liabilities
|
| | | | 2,002,521 | | | | | | 2,540,993 | | | | | | 3,364,285 | | | | | | 7,131,367 | | |
Shareholders’ equity
|
| | | | (1,165,023) | | | | | | (2,137,314) | | | | | | 43,322,714 | | | | | | (6,382,934) | | |
Book value per share(1)
|
| | | $ | (3.73) | | | | | $ | (1.06) | | | | | $ | 0.31 | | | | | | (0.05) | | |
| | |
Historical
|
| |
Pro Forma Combined
|
| ||||||||||||||||||
| | |
Sub Co
(noco-noco) |
| |
PNAC(1)
|
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||
Net loss per share – basic and diluted – redeemable
common stock |
| | | $ | — | | | | | $ | 0.93 | | | | | | — | | | | | | — | | |
Weighted average shares outstanding – basic and diluted of redeemable common stock
|
| | | | — | | | | | | 4,040,110 | | | | | | — | | | | | | — | | |
Net loss per share – basic and diluted – non-redeemable common stock
|
| | | $ | — | | | | | $ | (1.90) | | | | | | — | | | | | | — | | |
Weighted average shares outstanding – basic and diluted of non-redeemable common stock
|
| | | $ | — | | | | | | 1,906,243 | | | | | | — | | | | | | — | | |
Income Statement
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
2026
|
| |
2027
|
| |
2028
|
| |
2029
|
| |
2030
|
| |
2031
|
| |
2032
|
| ||||||||||||||||||||||||||||||
ESS Sales
|
| | | | 14 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Carbon-free EV Leasing
|
| | | | 28 | | | | | | 84 | | | | | | 212 | | | | | | 493 | | | | | | 1,327 | | | | | | 4,214 | | | | | | 9,852 | | | | | | 18,426 | | | | | | 31,506 | | | | | | 51,510 | | |
Carbon-free ESS Leasing
|
| | | | 33 | | | | | | 65 | | | | | | 102 | | | | | | 198 | | | | | | 562 | | | | | | 2,266 | | | | | | 6,309 | | | | | | 13,993 | | | | | | 28,599 | | | | | | 49,522 | | |
Carbon credit revenue
|
| | | | 80 | | | | | | 126 | | | | | | 275 | | | | | | 451 | | | | | | 632 | | | | | | 1,114 | | | | | | 745 | | | | | | 490 | | | | | | — | | | | | | — | | |
IOT
|
| | | | — | | | | | | — | | | | | | 2 | | | | | | 14 | | | | | | 74 | | | | | | 314 | | | | | | 1,274 | | | | | | 4,154 | | | | | | 12,794 | | | | | | 30,074 | | |
Total Revenue
|
| | | | 155 | | | | | | 274 | | | | | | 591 | | | | | | 1,156 | | | | | | 2,596 | | | | | | 7,908 | | | | | | 18,181 | | | | | | 37,063 | | | | | | 72,899 | | | | | | 131,107 | | |
ESS – Cost of Sales
|
| | | | 12 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Battery Maintenance
|
| | | | 4 | | | | | | 9 | | | | | | 15 | | | | | | 29 | | | | | | 78 | | | | | | 233 | | | | | | 598 | | | | | | 1,298 | | | | | | 2,696 | | | | | | 4,872 | | |
Maintenance Cost
|
| | | | 1 | | | | | | 4 | | | | | | 10 | | | | | | 21 | | | | | | 57 | | | | | | 155 | | | | | | 349 | | | | | | 646 | | | | | | 1,101 | | | | | | 1,799 | | |
Telematics cost
|
| | | | 4 | | | | | | 11 | | | | | | 25 | | | | | | 56 | | | | | | 152 | | | | | | 425 | | | | | | 991 | | | | | | 1,930 | | | | | | 3,576 | | | | | | 6,263 | | |
Insurance cost
|
| | | | 4 | | | | | | 10 | | | | | | 19 | | | | | | 41 | | | | | | 109 | | | | | | 311 | | | | | | 748 | | | | | | 1,512 | | | | | | 2,899 | | | | | | 5,047 | | |
Carbon credit cost
|
| | | | 60 | | | | | | 101 | | | | | | 221 | | | | | | 392 | | | | | | 717 | | | | | | 1,560 | | | | | | 2,262 | | | | | | 3,455 | | | | | | 5,633 | | | | | | 9,997 | | |
Total Cost of Sales/Services
|
| | | | 87 | | | | | | 135 | | | | | | 290 | | | | | | 539 | | | | | | 1,113 | | | | | | 2,685 | | | | | | 4,948 | | | | | | 8,842 | | | | | | 15,904 | | | | | | 27,977 | | |
Gross Margin
|
| | | | 68 | | | | | | 139 | | | | | | 302 | | | | | | 617 | | | | | | 1,483 | | | | | | 5,223 | | | | | | 13,232 | | | | | | 28,221 | | | | | | 56,995 | | | | | | 103,130 | | |
Marketing cost
|
| | | | 8 | | | | | | 5 | | | | | | 8 | | | | | | 12 | | | | | | 13 | | | | | | 16 | | | | | | 36 | | | | | | 48 | | | | | | 73 | | | | | | 131 | | |
License fee
|
| | | | 6 | | | | | | 8 | | | | | | 19 | | | | | | 42 | | | | | | 119 | | | | | | 546 | | | | | | 1,523 | | | | | | 3,346 | | | | | | 6,865 | | | | | | 12,412 | | |
R&D cost
|
| | | | 8 | | | | | | 14 | | | | | | 30 | | | | | | 58 | | | | | | 130 | | | | | | 395 | | | | | | 909 | | | | | | 1,853 | | | | | | 3,645 | | | | | | 6,555 | | |
Salary
|
| | | | 6 | | | | | | 30 | | | | | | 90 | | | | | | 150 | | | | | | 375 | | | | | | 525 | | | | | | 563 | | | | | | 638 | | | | | | 713 | | | | | | 825 | | |
Other SGA
|
| | | | 8 | | | | | | 14 | | | | | | 30 | | | | | | 58 | | | | | | 130 | | | | | | 395 | | | | | | 909 | | | | | | 1,853 | | | | | | 3,645 | | | | | | 6,555 | | |
EBITDA
|
| | | | 33 | | | | | | 68 | | | | | | 126 | | | | | | 298 | | | | | | 716 | | | | | | 3,346 | | | | | | 9,292 | | | | | | 20,483 | | | | | | 42,054 | | | | | | 76,652 | | |
| | |
ENTERPRISE
VALUE USD million |
| |
FY2021
|
| |
PS
FY2022E |
| |
FY2023
|
| |
FY2021
|
| |
REV
USD million FY2022E |
| |
FY2023
|
| |
FY2021
|
| |
PE
FY2022 |
| |
FY2023
|
| ||||||||||||||||||||||||||||||
Contemporary Amperex Technology Co., Limited (SHE: 300750)
|
| | | | 178,212.8 | | | | | | 9.6x | | | | | | 4.6x | | | | | | 3.4x | | | | | | 18,979.8 | | | | | | 39,315.6 | | | | | | 52,857.3 | | | | | | 72.5x | | | | | | 57.7x | | | | | | 37.4x | | |
Enovix Corporation (NASDAQ: ENVX)
|
| | | | 968.8 | | | | | | — | | | | | | 165.3x | | | | | | 18.6x | | | | | | 0.0 | | | | | | 8.3 | | | | | | 73.7 | | | | | | — | | | | | | — | | | | | | — | | |
QuantumScape Corporation (NYSE: QS)
|
| | | | 2,485.3 | | | | | | — | | | | | | — | | | | | | 3,349.2x | | | | | | 0.0 | | | | | | 0.0 | | | | | | 1.1 | | | | | | — | | | | | | — | | | | | | — | | |
Solid Power, Inc. (NASDAQ: SLDP)
|
| | | | 414.3 | | | | | | 353.7x | | | | | | 210.8x | | | | | | 199.8x | | | | | | 2.7 | | | | | | 4.6 | | | | | | 4.8 | | | | | | 53.0x | | | | | | — | | | | | | — | | |
Mean
|
| | | | | | | | | | 181.6x | | | | | | 126.9x | | | | | | 892.8x | | | | | | 4,745.6 | | | | | | 9,832.1 | | | | | | 13,234.2 | | | | | | 62.8x | | | | | | 57.7x | | | | | | 37.4x | | |
Median
|
| | | | | | | | | | 181.6x | | | | | | 165.3x | | | | | | 109.2x | | | | | | 1.4 | | | | | | 6.4 | | | | | | 39.2 | | | | | | 62.8x | | | | | | 57.7x | | | | | | 37.4x | | |
|
PNAC
|
| |
PubCo
|
|
| PNAC is authorized to issue 20,500,000 shares, consisting of (a) 20,100,000 shares of PNAC Common Stock, including (i) 20,000,000 shares of PNAC Class A Common Stock, and (ii) 100,000 shares of PNAC Class B Common Stock, and (b) 400,000 shares of PNAC preferred stock (the “PNAC Preferred Stock”). | | | PubCo’s authorized share capital is $50,000 divided into 500,000,000 PubCo Ordinary Shares of a par value of $0.0001 each. | |
|
PNAC
|
| |
PubCo
|
|
| PNAC has a multi-class share structure comprising PNAC Class A Common Stock, PNAC Class B Common Stock and PNAC Preferred Stock. | | | PubCo has a single-class share structure comprising PubCo Ordinary Shares. | |
|
PNAC
|
| |
PubCo
|
|
| PNAC can have its directors elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, subject to the rights of the holders of Preferred Stock to vote separately by class or | | | PubCo can appoint directors by Ordinary Resolution (as defined in the Amended PubCo Charter) or by the Directors. PubCo does not have a classified board. Unless re-appointed or removed pursuant to the Amended PubCo Charter, each | |
|
PNAC
|
| |
PubCo
|
|
| series to elect one or more directors. The board of PNAC is classified into three classes (as nearly equal in number as possible) with only one class of directors being elected in each year and each class (except for those directors appointed prior to PNAC’s first annual meeting of stockholders) serving a three-year term. The number of directors of PNAC, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fixed from time to time exclusively by the board of PNAC pursuant to a resolution adopted by a majority of the directors. | | | Director of PubCo will be appointed for a term expiring at the next following annual general meeting of the PubCo. The total number of Directors of PubCo shall be at least three and the maximum number of Directors shall be unlimited, but the PubCo can increase or reduce the limits on the number of Directors by Ordinary Resolution (as defined in the Amended PubCo Charter). | |
|
PNAC
|
| |
PubCo
|
|
| The Existing PNAC Charter include various provisions related to PNAC’s status as a blank check company prior to the consummation of a business combination. | | | The Amended PubCo Charter do not include provisions related to PubCo’s status as a blank check company, as these will not be applicable to PubCo upon consummation of the Business Combination. | |
| | |
Scenario A-No
Redemption |
| |
Scenario D-Maximum
Redemption(2) |
| ||||||||||||||||||
Holders of PubCo Ordinary Shares
|
| |
No. of
Shares |
| |
Voting
Power |
| |
No. of
Shares |
| |
Voting
Power |
| ||||||||||||
PNAC Public Stockholders
|
| | | | 4,912,299(1) | | | | | | 3.54% | | | | | | —(1) | | | | | | 0.00% | | |
PNAC Public Stockholders (“Rights”)
|
| | | | 806,250 | | | | | | 0.58% | | | | | | 806,250 | | | | | | 0.60% | | |
PNAC Initial Stockholders(3)
|
| | | | 2,011,392 | | | | | | 1.45% | | | | | | 2,011,392 | | | | | | 1.50% | | |
Prime Number Acquisition LLC
|
| | | | 1,732,732 | | | | | | 1.25% | | | | | | 1,732,732 | | | | | | 1.29% | | |
Glorious Capital LLC
|
| | | | 140,160 | | | | | | 0.10% | | | | | | 140,160 | | | | | | 0.10% | | |
Kris Yang
|
| | | | 3,500 | | | | | | 0.00% | | | | | | 3,500 | | | | | | 0.00% | | |
Dongfeng Wang
|
| | | | 45,000 | | | | | | 0.03% | | | | | | 45,000 | | | | | | 0.03% | | |
Total: PNAC Sponsors and Affiliates
|
| | | | 1,921,392 | | | | | | 1.38% | | | | | | 1,921,392 | | | | | | 1.43% | | |
Dongfeng Wang
|
| | | | 45,000 | | | | | | 0.03% | | | | | | 45,000 | | | | | | 0.03% | | |
David Friedman
|
| | | | 30,000 | | | | | | 0.02% | | | | | | 30,000 | | | | | | 0.02% | | |
Chris Dunn
|
| | | | 15,000 | | | | | | 0.01% | | | | | | 15,000 | | | | | | 0.01% | | |
H. David Sherman
|
| | | | 15,000 | | | | | | 0.01% | | | | | | 15,000 | | | | | | 0.01% | | |
Qinyu Wang
|
| | | | 15,000 | | | | | | 0.01% | | | | | | 15,000 | | | | | | 0.01% | | |
Sarah Gu
|
| | | | 15,000 | | | | | | 0.01% | | | | | | 15,000 | | | | | | 0.01% | | |
Total: PNAC Directors, Officers and Secretary
|
| | | | 135,000 | | | | | | 0.10% | | | | | | 135,000 | | | | | | 0.10% | | |
The Sellers
|
| | | | 130,560,928 | | | | | | 94.00% | | | | | | 130,560,928 | | | | | | 97.44% | | |
PNCPS compensation shares
|
| | | | 609,756 | | | | | | 0.44% | | | | | | 609,756 | | | | | | 0.46% | | |
Pro Forma PubCo Ordinary Shares at Closing
|
| | | | 138,900,625 | | | | | | 100.00% | | | | | | 133,988,326 | | | | | | 100.00% | | |
| | | | | | | | | | | | | | |
No redemption scenario
|
| |
Maximum redemption
scenario |
| |||||||||||||||||||||||||||
| | |
Subco
(noco-noco) |
| |
PNAC
|
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro
Forma Combined |
| |
Transactions
Accounting Adjustments |
| | | | |
Pro
Forma Combined |
| ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 214,449 | | | | | $ | 278,295 | | | | | $ | 50,634,168 | | | | | | (c) | | | | | $ | 46,867,085 | | | | | $ | (516,744) | | | |
(e)
|
| | | $ | — | | |
| | | | | | | | | | | | | | | | | (3,783,826) | | | | | | (e) | | | | | | | | | | | | 24,000 | | | |
(h)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (500,000) | | | | | | (g) | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 24,000 | | | | | | (h) | | | | | | | | | | | | | | | | | | | | | | | |
Deposit and prepayments
|
| | | | 302,626 | | | | | | 125,384 | | | | | | — | | | | | | | | | | | | 428,010 | | | | | | — | | | | | | | | | 428,010 | | |
Total current assets
|
| | | | 517,075 | | | | | | 403,679 | | | | | | 46,374,341 | | | | | | | | | | | | 47,295,095 | | | | | | (492,744) | | | | | | | | | 428,010 | | |
Cash and marketable securities held
in trust account |
| | | | — | | | | | | 66,718,520 | | | | | | (16,084,352) | | | | | | (a) | | | | | | — | | | | | | (16,084,352) | | | |
(a)
|
| | | | — | | |
| | | | | | | | | | | | | | | | | (50,634,168) | | | | | | (b) | | | | | | | | | | | | (50,634,168) | | | |
(b)
|
| | | | | | |
Property and equipment, net
|
| | | | 14,594 | | | | | | — | | | | | | — | | | | | | | | | | | | 14,594 | | | | | | — | | | | | | | | | 14,594 | | |
Right of used asset
|
| | | | 305,829 | | | | | | — | | | | | | — | | | | | | | | | | | | 305,829 | | | | | | — | | | | | | | | | 305,829 | | |
TOTAL ASSETS
|
| | | $ | 837,498 | | | | | $ | 67,122,199 | | | | | $ | (20,344,179) | | | | | | | | | | | $ | 47,615,519 | | | | | $ | (67,211,264) | | | | | | | | $ | 784,433 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Account payable
|
| | | $ | — | | | | | $ | 90,004 | | | | | $ | 1,054,271 | | | | | | (e) | | | | | $ | 1,144,275 | | | | | $ | 4,321,353 | | | |
(e)
|
| | | $ | 4,911,357 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 500,000 | | | |
(g)
|
| | | | | | |
Accruals and other payables
|
| | | | 27,266 | | | | | | 149,636 | | | | | | — | | | | | | | | | | | | 176,902 | | | | | | — | | | | | | | | | 176,902 | | |
Amount due to related party
|
| | | | 1,681,003 | | | | | | — | | | | | | 24,000 | | | | | | (h) | | | | | | 1,705,003 | | | | | | 24,000 | | | |
(h)
|
| | | | 1,705,003 | | |
Loan from third party
|
| | | | — | | | | | | 43,853 | | | | | | — | | | | | | | | | | | | 43,853 | | | | | | — | | | | | | | | | 43,853 | | |
Lease liabilities – current
|
| | | | 169,334 | | | | | | — | | | | | | — | | | | | | | | | | | | 169,334 | | | | | | — | | | | | | | | | 169,334 | | |
| | | | | 1,877,603 | | | | | | 283,493 | | | | | | 1,078,271 | | | | | | | | | | | | 3,239,367 | | | | | | 4,845,353 | | | | | | | | | 7,006,449 | | |
Non-Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities – non current
|
| | | | 124,918 | | | | | | — | | | | | | — | | | | | | | | | | | | 124,918 | | | | | | — | | | | | | | | | 124,918 | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | 2,257,500 | | | | | | (2,257,500) | | | | | | (e) | | | | | | — | | | | | | (2,257,500) | | | |
(e)
|
| | | | — | | |
Long-term provision
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
TOTAL LIABILITIES
|
| | | | 2,002,521 | | | | | | 2,540,993 | | | | | | (1,179,229) | | | | | | | | | | | | 3,364,285 | | | | | | 2,587,853 | | | | | | | | | 7,131,367 | | |
COMMITMENTS AND CONTINGENCIES
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock subject to possible
redemption, $0.0001 par value, 6,450,000 shares at redemption value of $10.34 per share |
| | | | — | | | | | | 66,718,520 | | | | | | (15,899,828) | | | | | | (a) | | | | | | — | | | | | | (15,899,828) | | | |
(a)
|
| | | | — | | |
| | | | | | | | | | | | | | | | | (50,818,692) | | | | | | (b) | | | | | | | | | | | | (50,818,692) | | | |
(b)
|
| | | | | | |
| | | | | | | | | | | | | | |
No redemption scenario
|
| |
Maximum redemption
scenario |
| |||||||||||||||||||||||||||
| | |
Subco
(noco-noco) |
| |
PNAC
|
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro
Forma Combined |
| |
Transactions
Accounting Adjustments |
| | | | |
Pro
Forma Combined |
| ||||||||||||||||||
Shareholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock
|
| | | | 2,348,091 | | | | | | 201 | | | | | | 572 | | | | | | (b) | | | | | | 13,570 | | | | | | 81 | | | |
(b)
|
| | | | 13,078 | | |
| | | | | | | | | | | | | | | | | (2,335,034) | | | | | | (d) | | | | | | | | | | | | (2,335,034) | | | |
(d)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 61 | | | | | | (g) | | | | | | | | | | | | 61 | | | |
(g)
|
| | | | | | |
Additional paid in capital
|
| | | | — | | | | | | — | | | | | | (184,524) | | | | | | (a) | | | | | | 56,027,102 | | | | | | (184,524) | | | |
(a)
|
| | | | 5,393,426 | | |
| | | | | | | | | | | | | | | | | 50,818,120 | | | | | | (b) | | | | | | | | | | | | 184,443 | | | |
(b)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 2,335,355 | | | | | | (d) | | | | | | | | | | | | 2,335,355 | | | |
(d)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (1,054,271) | | | | | | (e) | | | | | | | | | | | | (1,054,271) | | | |
(e)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (2,137,515) | | | | | | (f) | | | | | | | | | | | | (2,137,515) | | | |
(f)
|
| | | | | | |
| | | | | | | | | | | | | | | | | 6,249,938 | | | | | | (g) | | | | | | | | | | | | 6,249,938 | | | |
(g)
|
| | | | | | |
Other accumulated comprehensive income
|
| | | | (6,720) | | | | | | — | | | | | | — | | | | | | | | | | | | (6,720) | | | | | | — | | | | | | | | | (6,720) | | |
Accumulated deficit
|
| | | | (3,506,393) | | | | | | (2,137,515) | | | | | | (1,526,326) | | | | | | (e) | | | | | | (11,782,718) | | | | | | (1,526,326) | | | |
(e)
|
| | | | (11,782,718) | | |
| | | | | | | | | | | | | | | | | 2,137,515 | | | | | | (f) | | | | | | | | | | | | 2,137,515 | | | |
(f)
|
| | | | | | |
| | | | | | | | | | | | | | | | | (6,749,999) | | | | | | (g) | | | | | | | | | | | | (6,749,999) | | | |
(g)
|
| | | | | | |
Total shareholders’ deficit
|
| | | | (1,165,023) | | | | | | 64,581,206 | | | | | | (19,164,950) | | | | | | | | | | | | 44,251,234 | | | | | | (69,799,117) | | | | | | | | | (6,382,934) | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | 837,498 | | | | | | 67,122,199 | | | | | | (20,344,179) | | | | | | | | | | | | 47,615,519 | | | | | | (67,211,264) | | | | | | | | | 784,433 | | |
|
| | | | | | | | | | | | | | |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||
| | |
Subco (noco-noco)
(See Note 5) |
| |
PNAC
|
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |
Transactions
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| ||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 137,412 | | | | | | — | | | | | | — | | | | | | | | | 137,412 | | | | | | — | | | | | | | | | 137,412 | | |
Selling, general and administrative expenses
|
| | | | 1,529,742 | | | | | | 588,973 | | | | | | 1,526,326 | | | |
(4a)
|
| | | | 10,395,040 | | | | | | 1,526,326 | | | |
(4a)
|
| | | | 10,395,040 | | |
| | | | | | | | | | | | | | | | | 6,749,999 | | | |
(f)
|
| | | | | | | | | | 6,749,999 | | | |
(f)
|
| | | | | | |
Franchise tax expenses
|
| | | | — | | | | | | 47,980 | | | | | | — | | | | | | | | | 47,980 | | | | | | — | | | | | | | | | 47,980 | | |
Total operating expenses
|
| | | | 1,667,154 | | | | | | 636,953 | | | | | | 8,276,325 | | | | | | | | | 10,580,432 | | | | | | 8,276,325 | | | | | | | | | 10,580,432 | | |
Loss from operation
|
| | | | (1,667,154) | | | | | | (636,953) | | | | | | (8,276,325) | | | | | | | | | (10,580,432) | | | | | | (8,276,325) | | | | | | | | | (10,580,432) | | |
Other income/(expense) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | 30,157 | | | | | | 928,520 | | | | | | (928,250) | | | | | | | | | 30,157 | | | | | | (928,250) | | | | | | | | | 30,157 | | |
Foreign exchange gain (loss)
|
| | | | 8,352 | | | | | | — | | | | | | — | | | | | | | | | 8,352 | | | | | | — | | | | | | | | | 8,352 | | |
Total other income/(expense)
|
| | | | 38,509 | | | | | | 928,520 | | | | | | (928,250) | | | | | | | | | 38,509 | | | | | | (928,250) | | | | | | | | | 38,509 | | |
Loss before income taxes
|
| | | | (1,628,645) | | | | | | 291,567 | | | | | | (9,204,845) | | | | | | | | | (10,541,923) | | | | | $ | (9,204,845) | | | | | | | | $ | (10,541,923) | | |
Income tax expenses
|
| | | | — | | | | | | (149,636) | | | | | | — | | | | | | | | | (149,636) | | | | | | — | | | | | | | | | (149,636) | | |
Net loss
|
| | | $ | (1,628,645) | | | | | $ | 141,931 | | | | | $ | (9,204,845) | | | | | | | | $ | (10,691,599) | | | | | $ | (9,204,845) | | | | | | | | $ | (10,691,599) | | |
Less: Net loss attributable to non-controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Net loss attributable to equity holders of the Company
|
| | | $ | (1,628,645) | | | | | $ | 141,931 | | | | | $ | (9,204,845) | | | | | | | | $ | (10,691,599) | | | | | $ | (9,204,845) | | | | | | | | $ | 10,691,599) | | |
Other comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (1,266) | | | | | | — | | | | | | — | | | | | | | | | (1,266) | | | | | | — | | | | | | | | | (1,266) | | |
Comprehensive loss
|
| | | $ | (1,629,911) | | | | | $ | 141,931 | | | | | $ | (9,204,845) | | | | | | | | $ | (10,692,825) | | | | | $ | (9,204,845) | | | | | | | | $ | (10,692,825) | | |
Less: net comprehensive loss attributable to non-controlling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Net Comprehensive loss attributable to equity holders of the Company
|
| | | $ | (1,629,911) | | | | | $ | 141,931 | | | | | $ | (9,204,845) | | | | | | | | $ | (10,692,825) | | | | | $ | (9,204,845) | | | | | | | | $ | (10,692,825) | | |
Basic and diluted loss per ordinary share
|
| | | $ | (5.21) | | | | | $ | (1.90) | | | | | | | | | | | | | | $ | (0.08) | | | | | | | | | | | | | | $ | (0.08) | | |
Basic and diluted weighted average number of ordinary shares outstanding
|
| | | | 312,664 | | | | | | 1,906,243 | | | | | | | | | | | | | | | 138,900,625 | | | | | | | | | | | | | | | 133,988,326 | | |
| | |
Historical
|
| |
Pro Forma Combined
|
| ||||||||||||||||||
| | |
Sub Co
(noco-noco) |
| |
PNAC
|
| |
No Redemption
Scenario |
| |
Maximum
Redemption Scenario |
| ||||||||||||
As of and for the year ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income
|
| | | | (1,629,911) | | | | | | 141,931 | | | | | | (10,692,825) | | | | | | (10,692,825) | | |
Shareholders’ equity (deficit)(2)
|
| | | | (1,165,023) | | | | | | (2,137,314) | | | | | | 43,322,714 | | | | | | (6,382,934) | | |
Book value per share(1)(2)
|
| | | | (3.73) | | | | | | (1.06) | | | | | | 0.31 | | | | | | (0.05) | | |
Net loss per share – basic and diluted Class A Common stock
|
| | | | (5.22) | | | | | | 0.07 | | | | | | (0.08) | | | | | | (0.08) | | |
PNAC Public Stockholders
|
| | | | — | | | | | | — | | | | | | 4,912,299 | | | | | | — | | |
PNAC Public Stockholders (“Rights”)
|
| | | | — | | | | | | — | | | | | | 806,250 | | | | | | 806,250 | | |
PNAC Initial Stockholders
|
| | | | — | | | | | | — | | | | | | 2,011,392 | | | | | | 2,011,392 | | |
The Sellers
|
| | | | — | | | | | | — | | | | | | 130,560,928 | | | | | | 130,560,928 | | |
PNCPS Compensation shares
|
| | | | — | | | | | | — | | | | | | 609,756 | | | | | | 609,756 | | |
Weighted average Class A Shares outstanding – basic and diluted
|
| | | $ | — | | | | | | — | | | | | | 138,900,625 | | | | | | 133,988,326 | | |
Net loss per share – basic and diluted – redeemable common stock
|
| | | $ | — | | | | | $ | 0.93 | | | | | | — | | | | | | — | | |
Weighted average shares outstanding – basic and
diluted of redeemable common stock |
| | | | — | | | | | | 4,040,110 | | | | | | — | | | | | | — | | |
Net loss per share – basic and diluted – non-redeemable common stock
|
| | | $ | (5.21) | | | | | $ | (1.90) | | | | | | — | | | | | | — | | |
Weighted average shares outstanding – basic and
diluted of non-redeemable common stock |
| | | $ | 311,950 | | | | | | 1,906,243 | | | | | | — | | | | | | — | | |
| | |
SubCo Historical (Unaudited)
|
| |||||||||||||||
| | |
January 1, 2022
to June 30, 2022 |
| |
July 1, 2022
to December 31, 2022 |
| |
Combined
|
| |||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 137,412 | | | | | $ | — | | | | | $ | 137,412 | | |
Selling, general and administrative expenses
|
| | | | 340,046 | | | | | | 1,189,696 | | | | | | 1,529,742 | | |
Franchise tax expenses
|
| | | | — | | | | | | — | | | | | | — | | |
Total operating expenses
|
| | | | 477,458 | | | | | | 1,189,696 | | | | | | 1,667,154 | | |
Loss from operation
|
| | | | (477,458) | | | | | | (1,189,696) | | | | | | (1,667,154) | | |
Other income/(expense) | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | 3,427 | | | | | | 26,730 | | | | | | 30,157 | | |
Foreign exchange gain (loss)
|
| | | | 37 | | | | | | 8,315 | | | | | | 8,352 | | |
Total other income/(expense)
|
| | | | 3,464 | | | | | | 35,045 | | | | | | 38,509 | | |
Loss before income taxes
|
| | | | (473,994) | | | | | | (1,154,651) | | | | | | (1,628,645) | | |
Income tax expenses
|
| | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | $ | (473,994) | | | | | $ | (1,154,651) | | | | | $ | (1,628,645) | | |
Foreign currency translation adjustment
|
| | | | 14,571 | | | | | | (15,836) | | | | | | (1,266) | | |
Net comprehensive loss
|
| | | | (459,423) | | | | | | (1,170,487) | | | | | | (1,629,911) | | |
Name
|
| |
Age
|
| |
Position
|
|
Dongfeng Wang | | |
46
|
| |
Chief Executive Officer and Chairman
|
|
David Friedman | | |
54
|
| | Chief Financial Officer and Director | |
Weixiong (Jeff) Cheong | | |
41
|
| | Chief Operating Officer | |
Qinyu Wang | | |
51
|
| | Director | |
H. David Sherman | | |
74
|
| | Director | |
Chris Dunn | | |
57
|
| | Director | |
| 2019 | | | 3DOM (Singapore) Pte. Ltd. was established in Singapore by 3DOM Alliance to carry out its marketing, fundraising and commercial business activities. | |
| 2021 | | | 3DOM (Singapore) Pte. Ltd. entered into an exclusive license-in agreement with 3DOM Alliance to be entitled to use certain critical intellectual property rights worldwide. | |
| | | | 3DOM (Singapore) Pte. Ltd. entered into two potential reverse takeover transactions with two companies listed on The Singapore Exchange Limited (“SGX”), upon the completion of which 3DOM (Singapore) Pte. Ltd. would be listed on the SGX. The first reverse takeover transaction was pre-maturely terminated upon mutual agreement because both parties had significant differences in perspective and approaches in connection with the proposed reverse takeover. The second reverse takeover transaction was pre-maturely terminated upon mutual agreement due to the listed company’s failure to meet some of the conditions required for the extension of time granted by the SGX for the submission of the proposed transaction and trading resumption, in which the continuation of the proposed reverse takeover would pose risks to noco-noco. | |
| 2022 | | | 3DOM (Singapore) Pte. Ltd. was renamed as noco-noco Pte. Ltd. | |
| | | | noco-noco entered into several MOUs with automakers or OEM partners to either scale our battery business or to improve battery manufacturing productivity. | |
| 2023 | | | noco-noco set up a subsidiary in Australia to carry out its carbon abatement solutions and carbon credit sales business. | |
| | |
Useful lives
|
| |||
Office equipment
|
| | | | 5 years | | |
| | |
For the Six Months Ended
December 31, |
| |
For the Years Ended
June 30, |
| ||||||||||||||||||
| | |
2022
Unaudited |
| |
2021
Unaudited |
| |
2022
|
| |
2021
|
| ||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | — | | | | | | — | | | | | | 137,412 | | | | | | 4,948 | | |
Selling, general and administrative expenses
|
| | | | 1,189,696 | | | | | | 611,193 | | | | | | 951,239 | | | | | | 717,298 | | |
Total operating expenses
|
| | | | 1,189,696 | | | | | | 611,193 | | | | | | 1,088,651 | | | | | | 722,246 | | |
Loss from operations
|
| | | | (1,189,696) | | | | | | (611,193) | | | | | | (1,088,651) | | | | | | (722,246) | | |
Other income/(expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | 26,987 | | | | | | 8,365 | | | | | | 11,792 | | | | | | 65,434 | | |
Other expense
|
| | | | (257) | | | | | | — | | | | | | — | | | | | | (14,999) | | |
Foreign exchange gain
|
| | | | 8,315 | | | | | | — | | | | | | 36 | | | | | | — | | |
Total other income
|
| | | | 35,045 | | | | | | 8,365 | | | | | | 11,828 | | | | | | 50,435 | | |
Net loss
|
| | | $ | (1,154,651) | | | | | $ | (602,828) | | | | | $ | (1,076,823) | | | | | $ | (671,811) | | |
| | |
As of December 31,
|
| | | | | | | | | | | | | |||||||||
| | |
2022
|
| |
2021
|
| |
Changes
|
| |
%
|
| ||||||||||||
Current assets
|
| | | $ | 517,075 | | | | | $ | 219,398 | | | | | $ | 297,677 | | | | | | 135.7% | | |
Current liabilities
|
| | | | 1,877,603 | | | | | | 692,027 | | | | | | 1,185,576 | | | | | | 171.3% | | |
Working capital deficit
|
| | | $ | (1,360,528) | | | | | $ | (472,629) | | | | | $ | (887,899) | | | | | | 187.9% | | |
| | |
As of June 30,
|
| | | | | | | | | | | | | |||||||||
| | |
2022
|
| |
2021
|
| |
Changes
|
| |
%
|
| ||||||||||||
Current assets
|
| | | $ | 183,889 | | | | | $ | 278,334 | | | | | $ | (94,445) | | | | | | (33.9)% | | |
Current liabilities
|
| | | | 1,024,244 | | | | | | 1,714,765 | | | | | | (690,521) | | | | | | (40.3)% | | |
Working capital deficit
|
| | | $ | (840,355) | | | | | $ | (1,436,431) | | | | | $ | 596,075 | | | | | | (41.5)% | | |
| | |
For the Six Months Ended
December 31, |
| | | | | | | | | | | | | |||||||||
| | |
2022
|
| |
2021
|
| |
Changes
|
| |
%
|
| ||||||||||||
Cash used in operating activities
|
| | | $ | (1,341,533) | | | | | $ | (284,800) | | | | | | (1,056,733) | | | | | | 371.0% | | |
Cash used in investing activities
|
| | | | (5,735) | | | | | | (1,229) | | | | | | (4,506) | | | | | | 366.7% | | |
ash generated from financing activities
|
| | | | 1,496,657 | | | | | | 398,222 | | | | | | 1,098,435 | | | | | | 275.8% | | |
Increase/(decrease) in cash and cash equivalents
|
| | | | 149,389 | | | | | | 112,193 | | | | | | 37,196 | | | | | | 33.2% | | |
| | |
Year Ended June 30,
|
| | | | | | | | | | | | | |||||||||
| | |
2022
|
| |
2021
|
| |
Changes
|
| |
%
|
| ||||||||||||
Cash used in operating activities
|
| | | $ | (805,177) | | | | | $ | (723,307) | | | | | | (81,870) | | | | | | 11.3% | | |
Cash used in investing activities
|
| | | | (3,888) | | | | | | — | | | | | | (3,888) | | | | | | N/A | | |
Cash generated from financing activities
|
| | | | 873,066 | | | | | | 689,781 | | | | | | 183,285 | | | | | | 26.6% | | |
Increase/(decrease) in cash and cash equivalents
|
| | | | 64,001 | | | | | | (33,526) | | | | | | 97,528 | | | | | | 290.1% | | |
Name
|
| |
Age
|
| |
Position/Title
|
|
Mr. Masataka Matsumura | | |
42
|
| | Chief Executive Officer and Director Nominee | |
Ms. Mari Matsushita | | |
47
|
| | Chief Product Officer and Director Nominee | |
Mr. Yuta Akakuma | | |
38
|
| | Head of Business Development and Director Nominee | |
Mr. Yoshinori Kurahashi | | |
39
|
| | Chief Financial Officer | |
Mr. Tatsuo Mori | | |
58
|
| | Head of Product Management | |
Mr. Timothy Lai Wah Teo | | |
70
|
| | Independent Director Nominee | |
Mr. Heizo Takenaka | | |
72
|
| | Independent Director Nominee | |
Mr. Jean-Francois Raymond Roger Minier | | |
52
|
| | Independent Director Nominee | |
| | |
Ordinary Shares
Beneficially Owned Immediately Prior to Closing of the Business Combination |
| |
Ordinary Shares Beneficially Owned
Immediately After Closing of the Business Combination |
| ||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Number of
PubCo Ordinary Shares Equivalents |
| |
% of PubCo
Ordinary Shares Equivalents |
| |
Number of
PubCo Ordinary Shares |
| |
% of PubCo
Ordinary Shares (assuming no redemptions) |
| |
% of PubCo
Ordinary Shares (assuming maximum redemptions) |
| |||||||||||||||
Directors Nominees and Executive Officers(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Masataka Matsumura(2)
|
| | | | — | | | | | | — | | | | | | 61,900,595 | | | | | | 45.6 | | | | | | 47.3 | | |
Mari Matsushita
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Yuta Akakuma
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Yoshinori Kurahashi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Tatsuo Mori
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Timothy Lai Wah Teo
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Heizo Takenaka
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jean-Francois Raymond Roger Minier
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Ordinary Shares
Beneficially Owned Immediately Prior to Closing of the Business Combination |
| |
Ordinary Shares Beneficially Owned
Immediately After Closing of the Business Combination |
| ||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Number of
PubCo Ordinary Shares Equivalents |
| |
% of PubCo
Ordinary Shares Equivalents |
| |
Number of
PubCo Ordinary Shares |
| |
% of PubCo
Ordinary Shares (assuming no redemptions) |
| |
% of PubCo
Ordinary Shares (assuming maximum redemptions) |
| |||||||||||||||
All Director Nominees and Executive Officers as a group (8 individuals)
|
| | | | — | | | | | | — | | | | | | 61,900,595 | | | | | | 45.6 | | | | | | 47.3 | | |
5.0% Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
3DOM Alliance(3)
|
| | | | — | | | | | | — | | | | | | 93,134,410 | | | | | | 68.6 | | | | | | 71.2 | | |
Future Science Research(4)
|
| | | | — | | | | | | — | | | | | | 10,741,219 | | | | | | 7.9 | | | | | | 8.2 | | |
PNAC Sponsors and affiliates
|
| | | | | | | | | | | | | | | | 1,921,392 | | | | | | 1.38 | | | | | | 1.43 | | |
Prime Number Acquisition LLC
|
| | | | — | | | | | | — | | | | | | 1,732,732 | | | | | | 1.25 | | | | | | 1.29 | | |
Glorious Capital LLC
|
| | | | — | | | | | | — | | | | | | 140,160 | | | | | | 0.10 | | | | | | 0.10 | | |
Kris Yang
|
| | | | — | | | | | | — | | | | | | 3,500 | | | | | | 0.00 | | | | | | 0.00 | | |
Dongfeng Wang
|
| | | | 1 | | | | | | 100 | | | | | | 45,000 | | | | | | 0.03 | | | | | | 0.03 | | |
|
PNAC
|
| |
PubCo
|
|
|
Authorized Share Capital
|
| |||
| PNAC authorized share capital consists of (a) 20,100,000 shares of common stock (the “Common Stock”), including (i) 20,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 100,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 400,000 shares of preferred stock (the “Preferred Stock”), each with a par value of $0.0001 per share. | | | PubCo authorized share capital is $50,000 divided into 500,000,000 PubCo Ordinary Shares of a par value of $0.0001 each. | |
|
Power to Issue Shares
|
| |||
|
PNAC has a multi-class share structure comprising PNAC Class A Common Stock, PNAC Class B Common Stock and PNAC Preferred Stock.
PNAC Board is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.
|
| |
PubCo has a single-class share structure comprising PubCo Ordinary Shares.
Subject to the Amended PubCo Charter, all shares for the time being unissued shall be under the control of the PubCo’s board of directors who may issue, allot and dispose of the same to such persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine and grant options with respect to such shares and issue warrants or similar instruments with respect thereto, and for such purposes, the PubCo’s board of directors may reserve an appropriate number of shares for the time being unissued.
|
|
|
PNAC
|
| |
PubCo
|
|
|
Number and Qualification of Directors
|
| |||
| The number of directors of the Corporation, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board. | | | Subject to the Amended PubCo Charter, the PubCo’s board of directors shall consist of no less than three and the maximum number of Directors shall be unlimited, but the PubCo can increase or reduce the limits on the number of Directors by Ordinary Resolution (as defined in the Amended PubCo Charter). | |
|
Appointment/Removal of Directors
|
| |||
|
Prior to the closing of a business combination, PNAC may appoint or remove any director by ordinary resolution of the holders of PNAC Class B Common Stock.
In addition, the PNAC Board may appoint any person to be a director, either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the PNAC amended and restated memorandum and articles of association as the maximum number of directors.
|
| | PubCo can appoint directors by Ordinary Resolution (as defined in the Amended PubCo Charter) or by the Directors. PubCo does not have a classified board. Unless re-appointed or removed pursuant to the Amended PubCo Charter, each Director of PubCo will be appointed for a term expiring at the next following annual general meeting of the PubCo. | |
|
Vacancies on the Board of Directors
|
| |||
| The office of any director shall be vacated due to the director’s death, resignation, retirement, disqualification or removal. | | |
Other than retirement, the office of any director shall be terminated if:
(a)
he/she is prohibited by the law of the Cayman Islands from acting as a Director; or
(b)
he/she is made bankrupt or makes an arrangement or composition with his/her creditors generally; or
(c)
he/she resigns his/her office by notice to PubCo; or
(d)
he/she only held office as a Director for a fixed term and such term expires; or
(e)
in the opinion of a registered medical practitioner by whom he/she is being treated he/she becomes physically or mentally incapable of acting as a Director; or
(f)
the majority of the other Directors (being not less than two in number) determine that he/she should be removed as a Director, either by a resolution passed by the majority of the other Directors at a meeting of the Directors duly convened and held in accordance with the Amended PubCo Charter or by a resolution in writing signed by the majority of the other Directors; or
|
|
|
PNAC
|
| |
PubCo
|
|
| | | |
(g)
he/she is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or
(h)
without the consent of the other Directors, he/she is absent from meetings of Directors for a continuous period of six months.
|
|
|
Amendment to Governing Documents
|
| |||
| Pursuant to the Existing PNAC Charter, the Charter may be amended by a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment, as set forth in Section 282 of the DGCL, provided that (i) amendment to Article IX requires a vote of 65% of the outstanding Class A and Class B Common Stock holders voting in favor; (ii) any amendment to Article IX will be voided, and Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation; (iii) amendment to Section 9.9 requires the vote of 90% of the outstanding Class A and Class B Common Stock holders voting in favor. | | | Pursuant to Cayman Islands Companies Act, the Amended PubCo Charter may only be amended by a special resolution of the shareholders. | |
|
Quorum
|
| |||
| Quorum is set forth in PNAC’s By-Laws. | | |
Shareholders. (a) if PubCo has only one shareholder: that shareholder; (b) if PubCo has more than one shareholder: one or more shareholder holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at such General Meeting.
Board of Directors. The quorum necessary for the transaction of the business of the directors shall be any two directors, unless otherwise decided.
|
|
|
Shareholder Meetings
|
| |||
| Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board. | | |
General meetings may be called only by:
(a)
PubCo directors; or
(b)
the shareholders in the circumstances below.
General meetings shall be convened on the requisition in writing of any shareholder or shareholders holding at least 10 percent of the rights to vote at such general meeting which requisition must also specify the purpose of the meeting, be signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign), and be delivered in accordance with the notice provisions in the Amended PubCo Charter, and
|
|
|
PNAC
|
| |
PubCo
|
|
| | | |
if the directors do not convene such meeting within 21 clear days’ from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.
|
|
|
Notice of Shareholder Meetings
|
| |||
| Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws. | | |
At least twenty-one clear days’ notice of an annual general meeting must be given to shareholders. For any other general meeting, at least fourteen clear days’ notice must be given to shareholders.
Subject to the Cayman Islands Companies Act, a meeting may be convened on shorter notice, with the consent of the shareholder or shareholders who, individually or collectively, hold at least ninety per cent of the voting rights of all those who have a right to vote at that meeting
|
|
|
Indemnification, liability insurance of Directors and Officers
|
| |||
| To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, PNAC shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of PNAC or, while a director or officer of PNAC, is or was serving at the request of PNAC as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. PNAC shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an | | |
Every PubCo existing or former director (including alternate director), secretary and other officer (including an investment adviser or an administrator or liquidator) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified against all (a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of the PubCo ‘s business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary or officer’s duties, powers, authorities or discretions; and (b) without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning PubCo or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.
Such indemnity only applies if the Directors are of the view that, in the absence of fraud, willful default or willful neglect, an existing or former director (including alternate director), secretary or officer acted honestly and in good faith with a view to what the person believes is in the best interests of PubCo and, in the case of criminal proceedings, such person had no reasonable cause to believe that their conduct was unlawful. No such existing or former director (including alternate director), secretary or
|
|
|
PNAC
|
| |
PubCo
|
|
| undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section. | | | officer, however, shall be indemnified in respect of any matter arising out of his/her own actual fraud, willful default or willful neglect. | |
|
Dividends
|
| |||
| Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX of Existing PNAC Charter, the holders of shares of Class A or Class B Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of PNAC) when, as and if declared thereon by the Board from time to time out of any assets or funds of the PNAC legally available therefor and shall share equally on a per share basis in such dividends and distribution. | | |
Dividends may be declared and paid out of any funds of PubCo lawfully available for distribution. Subject to Cayman Islands Companies Act, dividends may also be declared and paid out of any share premium account.
Subject to the provisions of the Cayman Islands Companies Act, PubCo may by ordinary resolution declare dividends in accordance with the respective rights of the shareholders but no dividend shall exceed the amount recommended by the directors. If the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets.
Unless provided for by the rights attached to a Share, no dividend or other monies payable by PubCo in respect of a share shall bear interest
|
|
|
Winding up
|
| |||
| Existing PNAC Charter provides that if PNAC does not consummate a Business Combination (as defined therein) within eighteen months after the consummation of PNAC’s initial public offering (or such later time as the PNAC stockholders may approve in accordance with the Existing PNAC Charter), PNAC shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate. | | |
In accordance with the Cayman Islands Companies Act and the Amended PubCo Charter, PubCo may be wound up voluntarily:
if the shareholders resolve by special resolution that it be wound up voluntarily.
|
|
|
Supermajority Voting Provisions
|
| |||
| A super-majority of no less than 65% vote is required to amend Article IX, which governs the use of funds and the distribution of the Trust Account, | | | A special resolution, requiring not less than a two- thirds vote (including unanimous written resolution), is required to: | |
|
PNAC
|
| |
PubCo
|
|
|
the maximum time allowed for PNAC to consummate its Business Combination, redemption of PNAC Common Stock, share issuance before Business Combination, transactions with affiliates or other special purpose acquisition company, and minimum value of Business Combination targets.
A super-majority of no less than 90% vote is required to amend Section 9.9, which provides for the exclusive right of holders of PNAC’s Class B Common Stock to appoint and remove directors.
|
| |
(a)
change PubCo’s name;
(b)
amend the Amended PubCo Charter;
(c)
amend the Amended PubCo Charter with respect to any objects, powers or other matters;
(d)
reduce PubCo’s share capital and any capital redemption reserve;
(e)
change PubCo’s registration to a jurisdiction outside the Cayman Islands; and
(f)
merge or consolidate PubCo with one or more other constituent companies.
|
|
| | |
Page
|
| |||
Unaudited Interim Financial Statements of noco-noco Pte. Ltd. | | | |||||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | |
| Audited Financial Statements of noco-noco Pte. Ltd. | | | |||||
| | | | | F-16 | | | |
| | | | | F-17 | | | |
| | | | | F-18 | | | |
| | | | | F-19 | | | |
| | | | | F-20 | | | |
| | | | | F-21 | | |
| Unaudited Interim Financial Statements of Prime Number Acquisition I Corp. | | | |||||
| | | | | F-31 | | | |
| | | | | F-32 | | | |
| | | | | F-33 | | | |
| | | | | F-34 | | | |
| | | | | F-35 | | |
| Audited Financial Statements of Prime Number Acquisition I Corp. | | | |||||
| | | | | F-51 | | | |
| Financial Statements: | | | | | | | |
| | | | | F-52 | | | |
| | | | | F-53 | | | |
| | | | | F-54 | | | |
| | | | | F-55 | | | |
| | | | | F-56 | | |
| | |
As of
|
| |||||||||
| | |
December 31,
2022 |
| |
June 30,
2022 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 214,449 | | | | | $ | 81,626 | | |
Deposit, upfront payments and other receivables
|
| | | | 302,626 | | | | | | 102,263 | | |
Total current assets
|
| | | | 517,075 | | | | | | 183,889 | | |
Non-current assets | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 14,594 | | | | | | 10,607 | | |
Right of use assets – operating lease, net
|
| | | | 305,829 | | | | | | 44,925 | | |
Total assets
|
| | | $ | 837,498 | | | | | $ | 239,421 | | |
Liabilities and Shareholders’ (Deficit) | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accruals and other payables
|
| | | $ | 27,266 | | | | | $ | 13,227 | | |
Amount due to immediate holding company
|
| | | | 1,681,003 | | | | | | 974,632 | | |
Operating lease liability – current
|
| | | | 169,334 | | | | | | 36,385 | | |
Total current liabilities
|
| | | | 1,877,603 | | | | | | 1,024,244 | | |
Non-current liabilities | | | | | | | | | | | | | |
Operating lease liability – non-current
|
| | | | 124,918 | | | | | | — | | |
Total liabilities
|
| | | $ | 2,002,521 | | | | | $ | 1,024,244 | | |
Shareholders’ deficit | | | | | | | | | | | | | |
Ordinary stock (unlimited shares authorized, no par value, 312,319 and 311,560 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively)
|
| | | $ | 2,348,091 | | | | | $ | 1,557,804 | | |
Accumulated deficit
|
| | | | (3,506,394) | | | | | | (2,351,743) | | |
Accumulated other comprehensive income (loss)
|
| | | | (6,720) | | | | | | 9,116 | | |
Total shareholders’ deficit
|
| | | $ | (1,165,023) | | | | | $ | (784,823) | | |
Total liabilities and shareholder’s deficit
|
| | | $ | 837,498 | | | | | $ | 239,421 | | |
| | |
For the six months ended
December 31, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Operating expenses: | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | $ | 1,189,696 | | | | | $ | 611,193 | | |
Total operating expenses
|
| | | | 1,189,696 | | | | | | 611,193 | | |
Loss from operations
|
| | | | (1,189,696) | | | | | | (611,193) | | |
Other income/(expense): | | | | | | | | | | | | | |
Other income
|
| | | | 26,987 | | | | | | 8,365 | | |
Other expense
|
| | | | (257) | | | | | | — | | |
Foreign exchange gain
|
| | | | 8,315 | | | | | | — | | |
Total other income
|
| | | | 35,045 | | | | | | 8,365 | | |
Net loss
|
| | | | (1,154,651) | | | | | | (602,828) | | |
Other comprehensive (loss)/income: | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (15,836) | | | | | | (28,714) | | |
Comprehensive loss
|
| | | | (1,170,487) | | | | | | (631,542) | | |
Basic and diluted loss per ordinary share
|
| | | $ | (3.75) | | | | | $ | (10.29) | | |
Basic and diluted weighted average number of ordinary shares outstanding
|
| | | | 311,905 | | | | | | 61,368 | | |
| | |
Ordinary shares
|
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Accumulated
Deficit |
| |
Total
|
| ||||||||||||||||||
| | |
Number of
shares |
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of June 30, 2021
|
| | | | 2,000 | | | | | $ | 10,000 | | | | | $ | 23,259 | | | | | $ | (1,274,920) | | | | | $ | (1,241,661) | | |
Ordinary shares issued for conversion of debt
|
| | | | 309,560 | | | | | | 1,547,804 | | | | | | — | | | | | | — | | | | | | 1,547,804 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | (28,714) | | | | | | — | | | | | | (28,714) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (602,828) | | | | | | (602,828) | | |
Balance as of December 31, 2021
|
| | | | 311,560 | | | | | $ | 1,557,804 | | | | | $ | (5,455) | | | | | $ | (1,877,748) | | | | | $ | (325,399) | | |
Balance as of June 30, 2022
|
| | | | 311,560 | | | | | $ | 1,557,804 | | | | | $ | 9,116 | | | | | $ | (2,351,743) | | | | | $ | (784,823) | | |
Ordinary shares issued for conversion of debt
|
| | | | 759 | | | | | | 790,287 | | | | | | — | | | | | | — | | | | | | 790,287 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | (15,836) | | | | | | — | | | | | | (15,836) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,154,650) | | | | | | (1,154,650) | | |
Balance as of December 31, 2022
|
| | | | 312,319 | | | | | $ | 2,348,091 | | | | | $ | (6,720) | | | | | $ | (3,506,393) | | | | | $ | (1,165,022) | | |
| | |
For the six months ended
December 31, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,154,650) | | | | | $ | (602,828) | | |
Adjustments for reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation
|
| | | | 2,222 | | | | | | 1,685 | | |
Loss on disposal of property and equipment
|
| | | | 257 | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Inventories
|
| | | | — | | | | | | 163,259 | | |
Deposit, upfront payments and other receivables
|
| | | | (200,363) | | | | | | (21,090) | | |
Accruals and other payables
|
| | | | 14,039 | | | | | | 173,137 | | |
Operating lease liabilities
|
| | | | (3,037) | | | | | | 1,038 | | |
Net cash used in operations
|
| | | | (1,341,532) | | | | | | (284,799) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (5,735) | | | | | | (1,229) | | |
Cash used in investing activities
|
| | | | (5,735) | | | | | | (1,229) | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from immediate holding company
|
| | | | 1,496,657 | | | | | | 398,222 | | |
Cash generated from financing activities
|
| | | | 1,496,657 | | | | | | 398,222 | | |
Increase in cash and cash equivalents
|
| | | | 149,390 | | | | | | 112,193 | | |
Effect of exchange rate changes
|
| | | | (16,567) | | | | | | (28,961) | | |
Cash and cash equivalents at beginning of period
|
| | | | 81,626 | | | | | | 31,690 | | |
Cash and cash equivalents at end of period
|
| | | $ | 214,449 | | | | | $ | 114,922 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | | | | |
Supplemental disclosure of non-cash investing and financing information: | | | | | | | | | | | | | |
Issuance of ordinary shares for conversion of debt
|
| | | $ | 790,287 | | | | | $ | 1,547,804 | | |
| | |
Useful lives
|
|
Office equipment
|
| |
5 years
|
|
| | |
December 31,
2022 |
| |
June 30,
2022 |
| ||||||
Deposits
|
| | | $ | 45,575 | | | | | $ | 44,971 | | |
Upfront Payments
|
| | | | 247,332 | | | | | | 51,840 | | |
Other receivables
|
| | | | 9,719 | | | | | | 5,452 | | |
Total
|
| | | $ | 302,626 | | | | | $ | 102,263 | | |
| | |
Office
Equipment |
| |
Total
|
| ||||||
Cost | | | | | | | | | | | | | |
At July 1, 2021
|
| | | $ | 15,453 | | | | | $ | 15,453 | | |
Additions
|
| | | | 1,229 | | | | | | 1,229 | | |
Effects of movements in exchange rates
|
| | | | 349 | | | | | | 349 | | |
At December 31, 2021
|
| | | | 17,031 | | | | | | 17,031 | | |
At July 1, 2022
|
| | | | 19,131 | | | | | | 19,131 | | |
Additions
|
| | | | 5,735 | | | | | | 5,735 | | |
Disposal
|
| | | | (703) | | | | | | (703) | | |
Effects of movements in exchange rates
|
| | | | 1,079 | | | | | | 1,079 | | |
At December 31, 2022
|
| | | | 25,242 | | | | | | 25,242 | | |
Accumulated depreciation | | | | | | | | | | | | | |
At July 1, 2021
|
| | | $ | 5,209 | | | | | $ | 5,209 | | |
Depreciation for the year
|
| | | | 1,685 | | | | | | 1,685 | | |
Effects of movements in exchange rates
|
| | | | 102 | | | | | | 102 | | |
At December 31, 2021
|
| | | | 6,996 | | | | | | 6,996 | | |
At July 1, 2022
|
| | | $ | 8,522 | | | | | $ | 8,522 | | |
Depreciation for the year
|
| | | | 2,222 | | | | | | 2,222 | | |
Disposal
|
| | | | (443) | | | | | | (443) | | |
Effects of movements in exchange rates
|
| | | | 347 | | | | | | 347 | | |
At December 31, 2022
|
| | | | 10,648 | | | | | | 10,648 | | |
Carrying amounts | | | | | | | | | | | | | |
At July 1, 2021
|
| | | $ | 10,244 | | | | | $ | 10,244 | | |
At December 31, 2021
|
| | | $ | 10,035 | | | | | $ | 10,035 | | |
At July 1, 2022
|
| | | $ | 10,607 | | | | | $ | 10,607 | | |
At December 31, 2022
|
| | | $ | 14,594 | | | | | $ | 14,594 | | |
| | |
December 31,
2022 |
| |
June 30,
2022 |
| ||||||
Assets: | | | | | | | | | | | | | |
ROU asset
|
| | | $ | 305,829 | | | | | $ | 44,925 | | |
Liabilities: | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | |
Operating lease liabilities
|
| | | $ | 169,334 | | | | | $ | 36,385 | | |
Non-current | | | | | | | | | | | | | |
Operating lease liabilities
|
| | | | 124,918 | | | | | | — | | |
Total lease liabilities
|
| | | $ | 294,252 | | | | | $ | 36,385 | | |
| | |
Operating leases
|
| |||
2023
|
| | | $ | 169,334 | | |
2024
|
| | | | 124,918 | | |
2025
|
| | | | — | | |
Total operating lease payment
|
| | | $ | 294,252 | | |
| | |
For the six months ended
December 31, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Andrew Khine
|
| | | $ | — | | | | | $ | 34,426 | | |
Shusuke Oguro
|
| | | | — | | | | | | 35,489 | | |
Hiroshi Ilzuka
|
| | | | — | | | | | | 17,745 | | |
Teo Lai Wah, Timothy
|
| | | | 16,548 | | | | | | 11,141 | | |
Goh Chao Kuang
|
| | | | 66,136 | | | | | | — | | |
Hilda Sin Mei Fong
|
| | | | 31,659 | | | | | | — | | |
Total
|
| | | $ | 114,343 | | | | | $ | 98,801 | | |
| | |
December 31,
2022 |
| |
June 30,
2022 |
| ||||||
Beginning of the period
|
| | | $ | 974,632 | | | | | $ | 1,531,488 | | |
Advances for operation and administration expenses
|
| | | | 1,496,658 | | | | | | 873,066 | | |
Expenses paid on behalf of Company
|
| | | | — | | | | | | 117,882 | | |
Ordinary shares issued for conversion of debt
|
| | | | (790,287) | | | | | | (1,547,804) | | |
Period ended
|
| | | $ | 1,681,003 | | | | | $ | 974,632 | | |
| | |
For the six months ended
December 31, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Loss before tax
|
| | | $ | 1,154,651 | | | | | $ | 602,828 | | |
Tax rate
|
| | | | 17% | | | | | | 17% | | |
Computed tax benefit (expense) at statutory tax rate
|
| | | | 196,291 | | | | | | 102,481 | | |
Tax effect of non-deductible or taxable items: | | | | | | | | | | | | | |
Additional deduction for R&D expenses
|
| | | | — | | | | | | 11,680 | | |
Non-deductible Professional fees
|
| | | | — | | | | | | — | | |
Non-taxable Income
|
| | | | 26,987 | | | | | | 8,635 | | |
Change in valuation allowance
|
| | | | (223,278) | | | | | | (122,796) | | |
Effect of preferential tax rates
|
| | | | — | | | | | | — | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | |
| | |
December 31,
2022 |
| |
June 30,
2022 |
| ||||||
Deferred tax assets | | | | | | | | | | | | | |
Net operating loss carry-forward
|
| | | $ | 636,255 | | | | | $ | 391,243 | | |
Capital allowance
|
| | | | 4,291 | | | | | | 3,253 | | |
Lease liabilities
|
| | | | 50,023 | | | | | | 6,185 | | |
Other provisions
|
| | | | — | | | | | | 22,470 | | |
Less: valuation allowance
|
| | | | (638,578) | | | | | | (415,300) | | |
Subtotal
|
| | | | 51,991 | | | | | | 7,851 | | |
Deferred tax liabilities | | | | | | | | | | | | | |
Deferred tax liabilities arising from assets
|
| | | | (51,991) | | | | | | (7,851) | | |
Total deferred tax assets, net
|
| | | | — | | | | | | — | | |
| | |
December 31,
2022 |
| |
June 30,
2022 |
| ||||||
The changes related to valuation allowance are as follows: | | | | | | | | | | | | | |
Balance at the beginning of the year
|
| | | $ | 415,300 | | | | | $ | 220,560 | | |
Current year addition
|
| | | | 223,278 | | | | | | 194,740 | | |
Balance at the end of the year
|
| | | | 638,578 | | | | | | 415,300 | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 81,626 | | | | | $ | 31,690 | | |
Inventories
|
| | | | — | | | | | | 163,259 | | |
Deposit, upfront payments and other receivables
|
| | | | 102,263 | | | | | | 83,385 | | |
Total current assets
|
| | | | 183,889 | | | | | | 278,334 | | |
Non-current assets | | | | | | | | | | | | | |
Property and equipment, net
|
| | | | 10,607 | | | | | | 10,244 | | |
Right of use assets – operating lease, net
|
| | | | 44,925 | | | | | | 221,305 | | |
Total assets
|
| | | $ | 239,421 | | | | | $ | 509,883 | | |
Liabilities and Shareholders’ (Deficit) Equity | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accruals and other payables
|
| | | $ | 13,227 | | | | | $ | 9,856 | | |
Amount due to immediate holding company
|
| | | | 974,632 | | | | | | 1,531,488 | | |
Operating lease liability – current
|
| | | | 36,385 | | | | | | 173,421 | | |
Total current liabilities
|
| | | | 1,024,244 | | | | | | 1,714,765 | | |
Non-current liabilities | | | | | | | | | | | | | |
Operating lease liability – non-current
|
| | | | — | | | | | | 36,779 | | |
Total liabilities
|
| | | $ | 1,024,244 | | | | | $ | 1,751,544 | | |
Shareholders’ deficit | | | | | | | | | | | | | |
Ordinary stock (unlimited shares authorized, no par value, 311,560 and 100 shares issued and outstanding as of June 30, 2022 and 2021, respectively)
|
| | | $ | 1,557,804 | | | | | $ | 10,000 | | |
Accumulated deficit
|
| | | | (2,351,743) | | | | | | (1,274,920) | | |
Accumulated other comprehensive income
|
| | | | 9,116 | | | | | | 23,259 | | |
Total shareholders’ deficit
|
| | | $ | (784,823) | | | | | $ | (1,241,661) | | |
Total liabilities and shareholder’s deficit
|
| | | $ | 239,421 | | | | | $ | 509,883 | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | $ | 137,412 | | | | | $ | 4,948 | | |
Selling, general and administrative expenses
|
| | | | 951,239 | | | | | | 717,298 | | |
Total operating expenses
|
| | | | 1,088,651 | | | | | | 722,246 | | |
Loss from operations
|
| | | | (1,088,651) | | | | | | (722,246) | | |
Other income/(expense): | | | | | | | | | | | | | |
Other income
|
| | | | 11,792 | | | | | | 65,434 | | |
Other expense
|
| | | | — | | | | | | (14,999) | | |
Foreign exchange gain
|
| | | | 36 | | | | | | — | | |
Total other income
|
| | | | 11,828 | | | | | | 50,435 | | |
Net loss
|
| | | | (1,076,823) | | | | | | (671,811) | | |
Other comprehensive (loss)/income: | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (14,143) | | | | | | 6,431 | | |
Comprehensive loss
|
| | | | (1,090,966) | | | | | | (665,380) | | |
Basic and diluted loss per ordinary share
|
| | | $ | (5.08) | | | | | $ | (332.69) | | |
Basic and diluted weighted average number of ordinary shares outstanding
|
| | | | 214,876 | | | | | | 2,000 | | |
| | |
Ordinary shares
|
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Accumulated
Deficit |
| |
Total
|
| ||||||||||||||||||
| | |
Number of
shares |
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of June 30, 2020
|
| | | | 2,000 | | | | | $ | 10,000 | | | | | $ | 16,828 | | | | | $ | (603,109) | | | | | $ | (576,281) | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | 6,431 | | | | | | — | | | | | | 6,431 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (671,811) | | | | | | (671,811) | | |
Balance as of June 30, 2021
|
| | | | 2,000 | | | | | $ | 10,000 | | | | | $ | 23,259 | | | | | $ | (1,274,920) | | | | | $ | (1,241,661) | | |
Ordinary shares issued for conversion of
debt |
| | | | 309,560 | | | | | | 1,547,804 | | | | | | — | | | | | | — | | | | | | 1,547,804 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | (14,143) | | | | | | — | | | | | | (14,143) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,076,823) | | | | | | (1,076,823) | | |
Balance as of June 30, 2022
|
| | | | 311,560 | | | | | $ | 1,557,804 | | | | | $ | 9,116 | | | | | $ | (2,351,743) | | | | | $ | (784,823) | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (1,076,823) | | | | | $ | (671,811) | | |
Adjustments for reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation
|
| | | | 3,447 | | | | | | 3,158 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Inventories
|
| | | | 163,259 | | | | | | (163,259) | | |
Deposit, upfront payments and other receivables
|
| | | | (18,878) | | | | | | (22,957) | | |
Accruals and other payables
|
| | | | 121,253 | | | | | | 141,725 | | |
Operating lease liabilities
|
| | | | 2,565 | | | | | | (10,163) | | |
Net cash used in operations
|
| | | | (805,177) | | | | | | (723,307) | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (3,888) | | | | | | — | | |
Cash used in investing activities
|
| | | | (3,888) | | | | | | — | | |
Cash flows from financing activities | | | | | | | | | | | | | |
Proceeds from immediate holding company
|
| | | | 873,066 | | | | | | 689,781 | | |
Cash generated from financing activities
|
| | | | 873,066 | | | | | | 689,781 | | |
Increase/(decrease) in cash and cash equivalents
|
| | | | 64,001 | | | | | | (33,526) | | |
Effect of exchange rate changes
|
| | | | (14,065) | | | | | | 6,184 | | |
Cash and cash equivalents at beginning of period
|
| | | | 31,690 | | | | | | 59,032 | | |
Cash and cash equivalents at end of period
|
| | | $ | 81,626 | | | | | $ | 31,690 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid during the period for: | | | | | | | | | | | | | |
Interest
|
| | | $ | — | | | | | $ | — | | |
Supplemental disclosure of non-cash investing and financing information: | | | | | | | | | | | | | |
Issuance of ordinary shares for conversion of debt
|
| | | $ | 1,547,804 | | | | | $ | — | | |
| | |
Useful lives
|
|
Office equipment
|
| |
5 years
|
|
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
Finished goods
|
| | | $ | — | | | | | $ | 163,259 | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
Deposits
|
| | | $ | 44,971 | | | | | $ | 60,486 | | |
upfront payments
|
| | | | 51,840 | | | | | | 6,216 | | |
Other receivables
|
| | | | 5,452 | | | | | | 16,683 | | |
Total
|
| | | $ | 102,263 | | | | | $ | 83,385 | | |
| | |
Office
Equipment |
| |
Total
|
| ||||||
Cost | | | | | | | | | | | | | |
At July 1, 2020
|
| | | $ | 15,244 | | | | | $ | 15,244 | | |
Effects of movements in exchange rates
|
| | | | 209 | | | | | | 209 | | |
At June 30, 2021
|
| | | | 15,453 | | | | | | 15,453 | | |
Additions
|
| | | | 3,888 | | | | | | 3,888 | | |
Effects of movements in exchange rates
|
| | | | (210) | | | | | | (210) | | |
At June 30, 2022
|
| | | | 19,131 | | | | | | 19,131 | | |
Accumulated depreciation | | | | | | | | | | | | | |
At July 1, 2020
|
| | | $ | 2,090 | | | | | $ | 2,090 | | |
Depreciation for the year
|
| | | | 3,158 | | | | | | 3,158 | | |
Effects of movements in exchange rates
|
| | | | (39) | | | | | | (39) | | |
At June 30, 2021
|
| | | | 5,209 | | | | | | 5,209 | | |
Depreciation for the year
|
| | | | 3,447 | | | | | | 3,447 | | |
Effects of movements in exchange rates
|
| | | | (132) | | | | | | (132) | | |
At June 30, 2022
|
| | | | 8,524 | | | | | | 8,524 | | |
Carrying amounts | | | | | | | | | | | | | |
At July 1, 2020
|
| | | $ | 13,154 | | | | | $ | 13,154 | | |
At June 30, 2021
|
| | | $ | 10,244 | | | | | $ | 10,244 | | |
At June 30, 2022
|
| | | $ | 10,607 | | | | | $ | 10,607 | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
Assets: | | | | | | | | | | | | | |
ROU asset
|
| | | $ | 44,925 | | | | | $ | 221,305 | | |
Liabilities: | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | |
Operating lease liabilities
|
| | | $ | 36,385 | | | | | $ | 173,421 | | |
Non-current | | | | | | | | | | | | | |
Operating lease liabilities
|
| | | | — | | | | | | 36,779 | | |
Total lease liabilities
|
| | | $ | 36,385 | | | | | $ | 210,200 | | |
| | |
Operating leases
|
| |||
2023
|
| | | $ | 36,385 | | |
2024
|
| | | | — | | |
2025
|
| | | | — | | |
Total operating lease payment
|
| | | $ | 36,385 | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
Andrew Khine
|
| | | $ | 68,242 | | | | | $ | 223,448 | | |
Shusuke Oguro
|
| | | | 76,222 | | | | | | — | | |
Hiroshi Ilzuka
|
| | | | 41,857 | | | | | | — | | |
Teo Lai Wah, Timothy
|
| | | | 27,580 | | | | | | — | | |
Total
|
| | | $ | 213,901 | | | | | $ | 223,448 | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
Beginning of the year Jul 1
|
| | | $ | 1,531,488 | | | | | $ | 677,144 | | |
Advances for operation and administration expenses
|
| | | | 873,066 | | | | | | 832,435 | | |
Expenses paid on behalf of Company
|
| | | | 117,882 | | | | | | — | | |
Proceed from promissory note
|
| | | | — | | | | | | 4,842 | | |
Purchase of lithium-ion batteries
|
| | | | — | | | | | | 17,067 | | |
Ordinary shares issued for conversion of debt
|
| | | | (1,547,804) | | | | | | — | | |
Year ended June 30
|
| | | $ | 974,632 | | | | | $ | 1,531,488 | | |
| | |
June 30,
2022 |
| |
June 30,
2021 |
| ||||||
Loss before tax
|
| | | $ | 1,076,823 | | | | | $ | 671,811 | | |
Tax rate
|
| | | | 17% | | | | | | 17% | | |
Computed tax benefit (expense) at statutory tax rate
|
| | | | 183,060 | | | | | | 114,208 | | |
Tax effect of non-deductible or taxable items: | | | | | | | | | | | | | |
Additional deduction for R&D expenses
|
| | | | 11,680 | | | | | | — | | |
Non-deductible Professional fees
|
| | | | — | | | | | | (1,213) | | |
Non-taxable Income
|
| | | | — | | | | | | 5,582 | | |
Change in valuation allowance
|
| | | | (194,740) | | | | | | (118,577) | | |
Effect of preferential tax rates
|
| | | | — | | | | | | — | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
Deferred tax assets | | | | | | | | | | | | | |
Net operating loss carry-forward
|
| | | $ | 391,242 | | | | | $ | 220,900 | | |
Capital allowance
|
| | | | 3,253 | | | | | | 2,627 | | |
Lease liabilities
|
| | | | 6,185 | | | | | | 35,734 | | |
Other provisions
|
| | | | 22,471 | | | | | | — | | |
Less: valuation allowance
|
| | | | (415,300) | | | | | | (220,560) | | |
Subtotal
|
| | | | 7,851 | | | | | | 38,701 | | |
Deferred tax liabilities | | | | | | | | | | | | | |
Deferred tax liabilities arising from assets
|
| | | | (7,851) | | | | | | (38,701) | | |
Total deferred tax assets, net
|
| | | | — | | | | | | — | | |
| | |
June 30, 2022
|
| |
June 30, 2021
|
| ||||||
The changes related to valuation allowance are as follows: | | | | | | | | | | | | | |
Balance at the beginning of the year
|
| | | $ | 220,560 | | | | | $ | 101,983 | | |
Current year addition
|
| | | | 194,740 | | | | | | 118,577 | | |
Balance at the end of the year
|
| | | | 415,300 | | | | | | 220,560 | | |
| | |
March 31,
2023 |
| |
December 31,
2022 (Audited) |
| ||||||
Assets | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 99,790 | | | | | $ | 278,295 | | |
Prepaid expenses
|
| | | | 141,449 | | | | | | 125,384 | | |
Investments held in Trust Account
|
| | | | 67,431,760 | | | | | | 66,718,520 | | |
Total current assets
|
| | | | 67,672,999 | | | | | | 67,122,199 | | |
Total Assets
|
| | | $ | 67,672,999 | | | | | $ | 67,122,199 | | |
Liabilities, Redeemable Common Stock and Stockholders’ Deficit | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 296,076 | | | | | $ | 90,004 | | |
Franchise tax payable
|
| | | | 16,600 | | | | | | 43,853 | | |
Income tax payable
|
| | | | 252,469 | | | | | | 112,446 | | |
Deferred income tax liability
|
| | | | 38,619 | | | | | | 37,190 | | |
Deferred underwriting fee payable
|
| | | | 2,257,500 | | | | | | 2,257,500 | | |
Total current liabilities
|
| | | | 2,861,264 | | | | | | 2,540,993 | | |
Total Liabilities
|
| | | | 2,861,264 | | | | | | 2,540,993 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Common stock subject to possible redemption, 6,450,000 shares at redemption value of $10.45 and $10.34 per share as of March 31, 2023 and December 31, 2022, respectively
|
| | | | 67,431,760 | | | | | | 66,718,520 | | |
Stockholders’ Deficit | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 400,000 shares authorized, none issued or outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 20,000,000 shares authorized; 2,011,392 issued and outstanding (excluding 6,450,000 shares subject to possible redemption)
|
| | | | 201 | | | | | | 201 | | |
Class B common stock, $0.0001 par value; 100,000 shares authorized; none issued or outstanding
|
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (2,620,226) | | | | | | (2,137,515) | | |
Total Stockholders’ Deficit
|
| | | | (2,620,025) | | | | | | (2,137,314) | | |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit
|
| | | $ | 67,672,999 | | | | | $ | 67,122,199 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
General and administrative expenses
|
| | | $ | 324,659 | | | | | $ | 9,952 | | |
Franchise tax expenses
|
| | | | 16,600 | | | | | | — | | |
Loss from operations
|
| | | | (341,259) | | | | | | (9,952) | | |
Interest earned on investment held in Trust Account
|
| | | | 671,159 | | | | | | — | | |
Unrealized gain on investments held in Trust Account
|
| | | | 42,081 | | | | | | — | | |
Income (loss) before income taxes
|
| | | | 371,981 | | | | | | (9,952) | | |
Income taxes provision
|
| | | | (140,023) | | | | | | — | | |
Deferred income taxes provision
|
| | | | (1,429) | | | | | | — | | |
Net income (loss)
|
| | | $ | 230,529 | | | | | $ | (9,952) | | |
Basic and diluted weighted average shares outstanding of redeemable common stock
|
| | | | 6,450,000 | | | | | | — | | |
Basic and diluted net income per share of redeemable common stock
|
| | | | 0.05 | | | | | | — | | |
Basic and diluted weighted average shares outstanding of non-redeemable common stock
|
| | | | 2,011,392 | | | | | | 1,500,000(1) | | |
Basic and diluted net loss per share of non-redeemable common stock
|
| | | $ | (0.06) | | | | | $ | (0.01) | | |
| | |
Class A Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of January 1, 2023
|
| | | | 2,011,392 | | | | | $ | 201 | | | | | $ | — | | | | | $ | (2,137,515) | | | | | $ | (2,137,314) | | |
Subsequent measurement of common stock subject
to redemption under ASC 480-10-S99 against accumulated deficit |
| | | | — | | | | | | — | | | | | | — | | | | | | (713,240) | | | | | | (713,240) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 230,529 | | | | | | 230,529 | | |
Balance as of March 31, 2023
|
| | | | 2,011,392 | | | | | $ | 201 | | | | | $ | — | | | | | $ | (2,620,226) | | | | | $ | (2,620,025) | | |
| | |
Class A Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of January 1, 2022
|
| | | | 1,725,000(1) | | | | | $ | 173 | | | | | $ | 24,827 | | | | | $ | (1,357) | | | | | $ | 23,643 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (9,952) | | | | | | (9,952) | | |
Balance as of March 31, 2022
|
| | | | 1,725,000 | | | | | $ | 173 | | | | | $ | 24,827 | | | | | $ | (11,309) | | | | | $ | 13,691 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 230,529 | | | | | $ | (9,952) | | |
Adjustments to reconcile net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on investment held in Trust Account
|
| | | | (671,159) | | | | | | — | | |
Unrealized gain on investments held in Trust Account
|
| | | | (42,081) | | | | | | — | | |
Deferred income tax
|
| | | | 1,429 | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (16,065) | | | | | | — | | |
Accounts payable and accrued expenses
|
| | | | 206,072 | | | | | | 5,547 | | |
Franchise tax payable
|
| | | | (27,253) | | | | | | — | | |
Income tax payable
|
| | | | 140,023 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (178,505) | | | | | | (4,405) | | |
Cash Flows from Financing Activities:
|
| | | | | | | | | | | | |
Payment of deferred offering costs
|
| | | | — | | | | | | (12,846) | | |
Net cash provided by financing activities
|
| | | | — | | | | | | (12,846) | | |
Net change in cash
|
| | | | (178,505) | | | | | | (17,251) | | |
Cash, beginning of the period
|
| | | | 278,295 | | | | | | 125,303 | | |
Cash, end of the period
|
| | | $ | 99,790 | | | | | $ | 108,052 | | |
Supplemental Disclosure of Non-cash Financing Activities
|
| | | | | | | | | | | | |
Subsequent measurement of common stock to redemption value
|
| | | $ | 713,240 | | | | | $ | — | | |
Deferred offering costs in accrued offering expenses
|
| | | $ | — | | | | | $ | 51,285 | | |
| | |
Three Months Ended
March 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Net income (loss)
|
| | | $ | 230,529 | | | | | $ | (9,952) | | |
Subsequent measurement of common stock subject to redemption value
|
| | | | (713,240) | | | | | | — | | |
Net loss including accretion of common stock to redemption value
|
| | | $ | (482,711) | | | | | $ | (9,952) | | |
| | |
For the Three Months Ended
March 31, 2023 |
| |
For the Three Months Ended
March 31, 2022 |
| ||||||||||||||||||
| | |
Redeemable
shares |
| |
Non-
redeemable shares |
| |
Redeemable
shares |
| |
Non-
redeemable shares |
| ||||||||||||
Basic and diluted net income (loss) per common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss including accretion of common stock
|
| | | $ | (367,964) | | | | | $ | (114,747) | | | | | $ | — | | | | | $ | (9,952) | | |
Subsequent measurement of common stock subject
to redemption value |
| | | | 713,240 | | | | | | — | | | | | | — | | | | | | — | | |
Allocation of net income (loss)
|
| | | $ | 345,276 | | | | | $ | (114,747) | | | | | $ | — | | | | | $ | (9,952) | | |
Denominator:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 6,450,000 | | | | | | 2,011,392 | | | | | | — | | | | | | 1,500,000 | | |
Basic and diluted net income (loss) per common stock
|
| | | $ | 0.05 | | | | | $ | (0.06) | | | | | $ | — | | | | | $ | (0.01) | | |
| | |
As of
March 31, 2023 |
| |||
Gross proceeds
|
| | | $ | 64,500,000 | | |
Less: | | | | | | | |
Proceeds allocated to Public Warrants
|
| | | | (322,500) | | |
Proceeds allocated to Public Rights
|
| | | | (5,160,000) | | |
Offering costs of Public Shares
|
| | | | (3,767,868) | | |
Plus: | | | | | | | |
Accretion of carrying value to redemption value
|
| | | | 11,468,889 | | |
Common stock subject to possible redemption – December 31, 2022
|
| | | | 66,718,520 | | |
Plus: | | | | | | | |
Accretion of carrying value to redemption value – three months ended March 31, 2023
|
| | | | 713,240 | | |
Common stock subject to possible redemption – March 31, 2023
|
| | | $ | 67,431,760 | | |
| | |
March 31, 2023
|
| |
Quoted Prices
in Active Markets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Other Unobservable Inputs (Level 3) |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable Securities in the Trust Account
|
| | | | 67,431,759 | | | | | | 67,431,759 | | | | | | — | | | | | | — | | |
| | |
December 31, 2022
|
| |
Quoted Prices
in Active Markets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Other Unobservable Inputs (Level 3) |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable Securities in the Trust Account
|
| | | | 66,718,520 | | | | | | 66,718,520 | | | | | | — | | | | | | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Assets | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 278,295 | | | | | $ | 125,303 | | |
Prepaid expenses
|
| | | | 125,384 | | | | | | — | | |
Other receivable
|
| | | | — | | | | | | 700 | | |
Deferred offering costs
|
| | | | — | | | | | | 247,640 | | |
Investments held in Trust Account
|
| | | | 66,718,520 | | | | | | — | | |
Total current assets
|
| | | | 67,122,199 | | | | | | 373,643 | | |
Total Assets
|
| | | $ | 67,122,199 | | | | | $ | 373,643 | | |
Liabilities, Redeemable Common Stock and Stockholder’s Equity (Deficit) | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 90,004 | | | | | $ | — | | |
Franchise tax payable
|
| | | | 43,853 | | | | | | — | | |
Income tax payable
|
| | | | 112,446 | | | | | | — | | |
Promissory note – related party
|
| | | | — | | | | | | 350,000 | | |
Deferred income tax liability
|
| | | | 37,190 | | | | | | — | | |
Deferred underwriting fee payable
|
| | | | 2,257,500 | | | | | | — | | |
Total current liabilities
|
| | | | 2,540,993 | | | | | | 350,000 | | |
Total Liabilities
|
| | | | 2,540,993 | | | | | | 350,000 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Common stock subject to possible redemption, 6,450,000 shares at redemption
value of $10.34 per share |
| | | | 66,718,520 | | | | | | — | | |
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 400,000 shares and 1,000,000 shares authorized, none issued or outstanding at December 31, 2022 and December 31, 2021, respectively
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 20,000,000 shares and 50,000,000
shares authorized; 2,011,392 and 1,725,000 issued and outstanding at December 31, 2022 (excluding 6,450,000 shares subject to possible redemption) and December 31, 2021, respectively |
| | | | 201 | | | | | | 173 | | |
Class B common stock, $0.0001 par value; 100,000 shares and 2,000,000 shares authorized; none issued or outstanding at December 31, 2022 and December 31, 2021, respectively
|
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | — | | | | | | 24,827 | | |
Accumulated deficit
|
| | | | (2,137,515) | | | | | | (1,357) | | |
Total Stockholders’ Equity (Deficit)
|
| | | | (2,137,314) | | | | | | 23,643 | | |
Total Liabilities, Redeemable Common Stock and Stockholders’ Equity (Deficit)
|
| | | $ | 67,122,199 | | | | | $ | 373,643 | | |
| | |
For the year ended
December 31, 2022 |
| |
For the period
from February 25, 2021 (inception) through December 31, 2021 |
| ||||||
General and administrative expenses
|
| | | $ | 588,973 | | | | | $ | 1,357 | | |
Franchise tax expenses
|
| | | | 47,980 | | | | | | — | | |
Loss from operations
|
| | | | (636,953) | | | | | | (1,357) | | |
Interest earned on investment held in Trust Account
|
| | | | 712,555 | | | | | | — | | |
Unrealized gain on investments held in Trust Account
|
| | | | 215,965 | | | | | | — | | |
Income (loss) before income taxes
|
| | | | 291,567 | | | | | | (1,357) | | |
Income taxes provision
|
| | | | (112,446) | | | | | | — | | |
Deferred income taxes provision
|
| | | | (37,190) | | | | | | — | | |
Net income (loss)
|
| | | $ | 141,931 | | | | | $ | (1,357) | | |
Basic and diluted weighted average shares outstanding of redeemable common stock
|
| | | | 4,040,110 | | | | | | — | | |
Basic and diluted net income per share of redeemable common stock
|
| | | | 0.93 | | | | | | — | | |
Basic and diluted weighted average shares outstanding of non-redeemable common stock
|
| | | | 1,906,243 | | | | | | 1,044,862 | | |
Basic and diluted net loss per share of non-redeemable common stock
|
| | | $ | (1.90) | | | | | $ | (0.00) | | |
| | |
Class A Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of January 1, 2022
|
| | | | 1,725,000 | | | | | $ | 173 | | | | | $ | 24,827 | | | | | $ | (1,357) | | | | | $ | 23,643 | | |
Sale of public units in initial public offering
|
| | | | 6,450,000 | | | | | | 645 | | | | | | 64,499,355 | | | | | | — | | | | | | 64,500,000 | | |
Sale of private placement units
|
| | | | 398,892 | | | | | | 40 | | | | | | 3,988,880 | | | | | | — | | | | | | 3,988,920 | | |
Forfeiture of Founder Shares
|
| | | | (112,500) | | | | | | (11) | | | | | | (11) | | | | | | — | | | | | | (22) | | |
Underwriter commissions
|
| | | | — | | | | | | — | | | | | | (3,547,500) | | | | | | — | | | | | | (3,547,500) | | |
Offering costs
|
| | | | — | | | | | | — | | | | | | (571,515) | | | | | | — | | | | | | (571,515) | | |
Reimbursement of offering expense from underwriter
|
| | | | — | | | | | | — | | | | | | 45,750 | | | | | | — | | | | | | 45,750 | | |
Reclassification of common stock subject to redemption
|
| | | | (6,450,000) | | | | | | (645) | | | | | | (59,016,855) | | | | | | — | | | | | | (59,017,500) | | |
Allocation of offering costs to common stock
subject to redemption |
| | | | — | | | | | | — | | | | | | 3,767,869 | | | | | | — | | | | | | 3,767,869 | | |
Accretion of common stock to redemption value
|
| | | | — | | | | | | — | | | | | | (9,190,800) | | | | | | (1,349,569) | | | | | | (10,540,369) | | |
Subsequent measurement of common stock subject to redemption under
ASC 480-10-S99 against accumulated deficit |
| | | | — | | | | | | — | | | | | | — | | | | | | (928,520) | | | | | | (928,520) | | |
Net income for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | 141,931 | | | | | | 141,931 | | |
Balance as of December 31, 2022
|
| | | | 2,011,392 | | | | | $ | 201 | | | | | $ | — | | | | | $ | (2,137,515) | | | | | $ | (2,137,314) | | |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance as of February 25, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Class B common stock issued to initial stockholders
|
| | | | — | | | | | | — | | | | | | 1,437,500 | | | | | | 144 | | | | | | 24,856 | | | | | | — | | | | | | 25,000 | | |
Surrender of Class B common stock
|
| | | | — | | | | | | — | | | | | | (287,500) | | | | | | (29) | | | | | | 29 | | | | | | — | | | | | | — | | |
1.5 for 1 stock split of Class B common stock
|
| | | | — | | | | | | — | | | | | | 575,000 | | | | | | 58 | | | | | | (58) | | | | | | — | | | | | | — | | |
Conversion of Class B to Class A common stock(1)
|
| | | | 1,725,000 | | | | | | 173 | | | | | | (1,725,000) | | | | | | (173) | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,357) | | | | | | (1,357) | | |
Balance as of December 31, 2021
|
| | | | 1,725,000 | | | | | $ | 173 | | | | | | — | | | | | $ | — | | | | | $ | 24,827 | | | | | $ | (1,357) | | | | | $ | 23,643 | | |
| | |
For the Year
Ended December 31, 2022 |
| |
For the Period
from February 25, 2021 (inception) through December 31, 2021 |
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 141,931 | | | | | $ | (1,357) | | |
Adjustments to reconcile net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on investment held in Trust Account
|
| | | | (712,555) | | | | | | — | | |
Unrealized gain on investments held in Trust Account
|
| | | | (215,965) | | | | | | — | | |
Prepaid expenses
|
| | | | (125,384) | | | | | | (700) | | |
Accounts payable and accrued expenses
|
| | | | 90,004 | | | | | | — | | |
Franchise tax payable
|
| | | | 43,853 | | | | | | — | | |
Income tax payable
|
| | | | 112,446 | | | | | | — | | |
Deferred income tax liability
|
| | | | 37,190 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (628,480) | | | | | | (2,057) | | |
Cash Flows from Investing Activities:
|
| | | | | | | | | | | | |
Purchase of investment held in Trust Account
|
| | | | (65,790,000) | | | | | | — | | |
Net cash used in financing activities
|
| | | | (65,790,000) | | | | | | — | | |
Cash Flows from Financing Activities:
|
| | | | | | | | | | | | |
Proceeds from issuance of insider shares to the initial stockholders
|
| | | | — | | | | | | 25,000 | | |
Proceeds from sale of public units through public offering
|
| | | | 64,500,000 | | | | | | — | | |
Proceeds from sale of private placement units
|
| | | | 3,988,920 | | | | | | — | | |
Proceeds from promissory note- related party
|
| | | | — | | | | | | 350,000 | | |
Reimbursement of expenses from underwriter
|
| | | | 45,750 | | | | | | — | | |
Repayment of promissory note to related party
|
| | | | (350,000) | | | | | | — | | |
Payment of underwriters’ commissions
|
| | | | (1,290,000) | | | | | | — | | |
Payment of deferred offering costs
|
| | | | (323,198) | | | | | | (247,640) | | |
Net cash provided by financing activities
|
| | | | 66,571,472 | | | | | | 127,360 | | |
Net change in cash
|
| | | | 152,992 | | | | | | 125,303 | | |
Cash, beginning of the period
|
| | | | 125,303 | | | | | | — | | |
Cash, end of the period
|
| | | $ | 278,295 | | | | | $ | 125,303 | | |
Supplemental Disclosure of Non-cash Financing Activities
|
| | | | | | | | | | | | |
Initial classification of common stock subject to redemption
|
| | | $ | 59,017,500 | | | | | $ | — | | |
Allocation of offering costs to common stock subject to redemption
|
| | | $ | 3,767,869 | | | | | $ | — | | |
Accretion of common stock to redemption value
|
| | | $ | 10,540,369 | | | | | $ | — | | |
Subsequent measurement of common stock to redemption value
|
| | | $ | 928,520 | | | | | $ | — | | |
| | |
For the year
ended December 31, 2022 |
| |
For the period from
February 25, 2021 (inception) to December 31, 2022 |
| ||||||
Net income (loss)
|
| | | $ | 141,931 | | | | | $ | (1,357) | | |
Accretion of common stock to redemption value
|
| | | | (10,540,369) | | | | | | — | | |
Subsequent measurement of common stock subject to redemption value
|
| | | | (928,520) | | | | | | — | | |
Net loss including accretion of common stock to redemption value
|
| | | $ | (11,326,958) | | | | | $ | (1,357) | | |
| | |
For the Year Ended
December 31, 2022 |
| |
For the Period from
February 25, 2021 (Inception) through December 31, 2021 |
| ||||||||||||||||||
| | |
Redeemable
shares |
| |
Non-
redeemable shares |
| |
Redeemable
shares |
| |
Non-
redeemable shares |
| ||||||||||||
Basic and diluted net income (loss) per common stock
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss including accretion of common stock
|
| | | $ | (7,695,836) | | | | | $ | (3,631,122) | | | | | $ | — | | | | | $ | (1,357) | | |
Subsequent measurement of common stock subject to redemption value
|
| | | | 928,520 | | | | | | — | | | | | | — | | | | | | — | | |
Accretion of common stock to redemption
value |
| | | | 10,540,369 | | | | | | — | | | | | | — | | | | | | — | | |
Allocation of net income (loss)
|
| | | $ | 3,773,053 | | | | | $ | (3,631,122) | | | | | $ | — | | | | | $ | (1,357) | | |
Denominator:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 4,040,110 | | | | | | 1,906,243 | | | | | | — | | | | | | 1,044,862 | | |
Basic and diluted net income (loss) per common stock
|
| | | $ | 0.93 | | | | | $ | (1.90) | | | | | $ | — | | | | | $ | (0.00) | | |
| | |
As of
December 31, 2022 |
| |||
Gross proceeds
|
| | | $ | 64,500,000 | | |
Less: | | | | | | | |
Proceeds allocated to Public Warrants
|
| | | | (322,500) | | |
Proceeds allocated to Public Rights
|
| | | | (5,160,000) | | |
Offering costs of Public Shares
|
| | | | (3,767,868) | | |
Plus: | | | | | | | |
Accretion of carrying value to redemption value
|
| | | | 11,468,889 | | |
Common stock subject to possible redemption
|
| | | $ | 66,718,520 | | |
| | |
December 31,
2022 |
| |
Quoted Prices
in Active Markets (Level 1) |
| |
Significant
Other Observable Inputs (Level 2) |
| |
Significant
Other Unobservable Inputs (Level 3) |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable Securities in the Trust Account
|
| | | | 66,718,520 | | | | | | 66,718,520 | | | | | | — | | | | | | — | | |
| | |
December 31,
2022 |
| |
December 31,
2021 |
| ||||||
Deferred tax asset (liability) | | | | | | | | | | | | | |
Startup/Organization Expenses
|
| | | $ | 8,512 | | | | | $ | — | | |
Unrealized gain on investments held in Trust Account
|
| | | | (45,353) | | | | | | — | | |
Amortization of startup cost
|
| | | | (349) | | | | | | — | | |
Total deferred tax asset (liability)
|
| | | | (37,190) | | | | | | — | | |
Valuation allowance
|
| | | | — | | | | | | — | | |
Deferred tax asset (liability), net of allowance
|
| | | $ | (37,190) | | | | | $ | — | | |
| | |
For the
Year ended December 31, 2022 |
| |
For the period
from February 25, 2021 (inception) through December 31, 2021 |
| ||||||
Federal | | | | | | | | | | | | | |
Current
|
| | | $ | 112,446 | | | | | $ | — | | |
Deferred
|
| | | | 37,190 | | | | | | — | | |
State | | | | | | | | | | | | | |
Current
|
| | | $ | — | | | | | $ | — | | |
Deferred
|
| | | | — | | | | | | — | | |
Change in valuation allowance
|
| | | | — | | | | | | — | | |
Income tax provision
|
| | | $ | 149,636 | | | | | $ | — | | |
| | |
For the
Year ended December 31, 2022 |
| |
For the period
from February 25, 2021 (inception) through December 31, 2021 |
| ||||||
Income at U.S. statutory rate
|
| | | | 21.00% | | | | | | 21.00% | | |
State taxes, net of federal benefit
|
| | | | 0.00% | | | | | | 0.00% | | |
Transaction costs
|
| | | | 30.42% | | | | | | 0.00% | | |
True up in deferred tax asset balance
|
| | | | (0.10)% | | | | | | 0.00% | | |
Change in valuation allowance
|
| | | | 0.00% | | | | | | 0.00% | | |
| | | | | 51.32% | | | | | | 21.00% | | |
| | |
Page
|
| |||
ARTICLE I
|
| | |||||
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-12 | | | |
| | | | A-14 | | | |
| | | | A-14 | | | |
ARTICLE II
|
| | | | | | |
| | | | A-14 | | | |
| | | | A-14 | | | |
| | | | A-14 | | | |
| | | | A-14 | | | |
| | | | A-15 | | | |
| | | | A-16 | | | |
| | | | A-16 | | | |
ARTICLE III
|
| | | | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-18 | | | |
| | | | A-18 | | | |
ARTICLE IV
|
| | | | | | |
| | | | A-18 | | | |
| | | | A-18 | | | |
| | | | A-18 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
ARTICLE V
|
| | | | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-21 | | |
| | |
Page
|
| |||
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-26 | | | |
| | | | A-27 | | | |
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-29 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-32 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
ARTICLE VI
|
| | | | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-33 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-36 | | |
| | |
Page
|
| |||
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
ARTICLE VII
|
| | | | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
ARTICLE VIII
|
| | | | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-45 | | | |
| | | | A-46 | | | |
ARTICLE IX
|
| | | | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-48 | | |
| | |
Page
|
| |||
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
ARTICLE X
|
| | | | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-50 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
ARTICLE XI
|
| | | | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-59 | | | |
| | | | A-59 | | | |
| | | | A-60 | | | |
ARTICLE XII
|
| | | | | | |
TERMINATION/EFFECTIVENESS | | | | | A-60 | | |
| | | | A-60 | | | |
| | | | A-61 | | |
| | |
Page
|
| |||
ARTICLE XIII
|
| | | | | | |
MISCELLANEOUS | | | | | A-61 | | |
| | | | A-61 | | | |
| | | | A-62 | | | |
| | | | A-62 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | |
| Acquiror | | | Preamble | |
| Acquiror Board | | | Section 10.2(b)(iii) | |
| Acquiror Board Recommendation | | | Section 10.2(b)(iii) | |
| Acquiror Cure Period | | | Section 12.1(e) | |
| Acquiror Disclosure Letter | | | Article VI | |
| Acquiror Financial Statements | | | Section 6.6(c) | |
| Acquiror Indemnified Parties | | | Section 10.13(a) | |
| Acquiror SEC Filings | | | Section 6.5 | |
| Acquiror Shareholders’ Meeting | | | Section 10.2(b)(i) | |
| Acquiror Transaction Expense Statement | | | Section 3.5 | |
| Allocation Schedule | | | Section 3.2 | |
| Aggregate Exchange Consideration | | | Section 3.2 | |
| Agreement | | | Preamble | |
| Antitrust Laws | | | Section 10.14 | |
| Audited Financial Statements | | | Section 5.9(a) | |
| BCA Joinder | | | Section 10.10 | |
| Certificate of Merger | | | Section 2.3(b) | |
| Closing Filing | | | Section 10.4(b) | |
| Closing Press Release | | | Section 10.4(b) | |
| Company | | | Preamble | |
| Company Board | | | Section 10.2(c)(ii) | |
| Company Board Recommendation | | | Section 10.2(c)(ii) | |
| Company Cure Period | | | Section 12.1(d) | |
| Company Disclosure Letter | | | Article V | |
| Company Indemnified Parties | | | Section 10.13(a) | |
| Company Registered Intellectual Property | | | Section 5.21(a) | |
| Company Shareholders’ Meeting | | | Section 10.2(c)(i) | |
| Company Shareholders’ Written Resolution | | | Section 10.2(c)(i) | |
| Company Share Certificates | | | Section 3.3(c) | |
| Company Transaction Expense Statement | | | Section 3.5 | |
| Delaware Act | | | Recitals | |
| D&O Indemnified Parties | | | Section 10.13(a) | |
| Exchange Consideration | | | Section 3.2 | |
| Intended Tax Treatment | | | Recitals | |
| Interim Financial Statements | | | Section 5.9(a) | |
| Interim Financial Statements Date | | | Section 5.9(a) | |
| Interim Period | | | Section 8.1 | |
| IPO | | | Section 13.1 | |
| Joining Sellers | | | Preamble | |
| Legal Proceedings | | | Section 5.11 | |
| Lock-up Agreements | | | Recitals | |
| Material Contracts | | | Section 5.13(a) | |
| Material In-Licenses | | | Section 5.13(a)(x) | |
| Merger | | | Recitals | |
| Merger Closing | | | Section 2.3(a) | |
| Merger Closing Date | | | Section 2.3(a) | |
| Merger Effective Time | | | Section 2.3(b) | |
| Merger Sub | | | Preamble | |
| Nasdaq | | | Section 6.17 | |
| New SubCo | | | Recitals | |
| New SubCo Charter | | | Section 3.4(a) | |
| Non-Disclosure, Non-Competition and Non-Solicitation Agreement | | | Recitals | |
| Non-Recourse Parties | | | Section 13.16(b) | |
| PCAOB Financial Statements | | | Section 8.3(a) | |
| Proxy/Registration Statement | | | Section 10.2(a)(i) | |
| Post-Combination PubCo Charter | | | Section 9.9 | |
| PubCo | | | Recital | |
| PubCo ESOP | | | Section 9.8 | |
| PubCo Employment Agreement | | | Recitals | |
| Public Shareholders | | | Section 13.1 | |
| Real Property Leases | | | Section 5.20(b) | |
| Registration Rights Agreement | | | Recitals | |
| Regulatory Approvals | | | Section 10.1(a) | |
| Related Party Agreements | | | Section 5.13(a)(vi) | |
| Released Claims | | | Section 13.1 | |
| restraint | | | Section 11.1(e) | |
| Sellers | | | Preamble | |
| Share Exchange | | | Recitals | |
| Share Exchange Closing | | | Section 3.3(a) | |
| Share Exchange Closing Date | | | Section 3.3(a) | |
| share exchange restraint | | | Section 11.3(d) | |
| Signing Filing | | | Section 10.4(b) | |
| Signing Press Release | | | Section 10.4(b) | |
| Signing Sellers | | | Preamble | |
| Singapore Companies Act | | | Section 3.4(a) | |
| Surviving Corporation | | | Section 2.1 | |
| Terminating Acquiror Breach | | | Section 12.1(e) | |
| Terminating Company Breach | | | Section 12.1(d) | |
| Top Vendors | | | Section 5.28(a) | |
| Transaction Financing | | | Section 9.12 | |
| Transaction Proposals | | | Section 10.2(a)(i) | |
| Transaction Expense Statements | | | Section 3.5 | |
| Transfer Taxes | | | Section 10.6 | |
| Trust Account | | | Section 13.1 | |
| Trust Agreement | | | Section 6.8 | |
| Trustee | | | Section 6.8 | |
| Warrant Assignment, Assumption and Amendment Agreement | | | Recitals | |
| Acquiror | | |
Prime Number Acquisition I Corp.
|
| ||||||
| | | | By: | | |
/s/ Dongfeng Wang
|
| |||
| | | | | | | Name: | | | Dongfeng Wang | |
| | | | | | | Title: | | | CEO and Chairman | |
| Merger Sub | | |
Prime Number Merger Sub Inc.
|
| ||||||
| | | | By: | | |
/s/ Dongfeng Wang
|
| |||
| | | | | | | Name: | | | Dongfeng Wang | |
| | | | | | | Title: | | | CEO and Chairman | |
| PubCo | | |
PRIME NUMBER HOLDING LIMITED
|
| ||||||
| | | | By: | | |
/s/ Dongfeng Wang
|
| |||
| | | | | | | Name: | | | Dongfeng Wang | |
| | | | | | | Title: | | | Director | |
| New SubCo | | |
PRIME NUMBER NEW SUB PTE. LTD.
|
| ||||||
| | | | By: | | |
/s/ Weixiong (Jeff) Cheong
|
| |||
| | | | | | | Name: | | | Weixiong (Jeff) Cheong | |
| | | | | | | Title: | | | Director | |
| Company | | |
NOCO-NOCO PTE. LTD.
|
| ||||||
| | | | By: | | |
/s/ Masataka Matsumura
|
| |||
| | | | | | | Name: | | | Masataka Matsumura | |
| | | | | | | Title: | | | Director and CEO | |
| Seller | | |
3DOM ALLIANCE INC.
|
| ||||||
| | | | By: | | |
/s/ Masataka Matsumura
|
| |||
| | | | | | | Name: | | | Masataka Matsumura | |
| | | | | | | Title: | | | Director and CEO | |
| Seller | | |
FUTURE SCIENCE RESEARCH INC.
|
| ||||||
| | | | By: | | |
/s/ Masato Tomitaku
|
| |||
| | | | | | | Name: | | | Masato Tomitaku | |
| | | | | | | Title: | | | CEO | |
Seller Name
|
| |
No. of Purchased
Shares |
| |
Pro Rata
Portion* |
| |
No. of PubCo
Ordinary Shares allocated |
| ||||||
3DOM ALLIANCE INC.
|
| | | | 237,908 | | | | | | 73.13% | | | |
to be calculated
|
|
FUTURE SCIENCE RESEARCH INC.
|
| | | | 27,438 | | | | | | 8.43% | | | |
to be calculated
|
|
| | | | | B-1 | | | |
| | | | | B-4 | | | |
| | | | | B-8 | | | |
| | | | | B-8 | | | |
| | | | | B-10 | | | |
| | | | | B-12 | | | |
| | | | | B-13 | | | |
| | | | | B-14 | | | |
| | | | | B-15 | | | |
| | | | | B-15 | | | |
| | | | | B-17 | | | |
| | | | | B-20 | | | |
| | | | | B-23 | | | |
| | | | | B-23 | | | |
| | | | | B-25 | | | |
| | | | | B-26 | | | |
| | | | | B-28 | | | |
| | | | | B-29 | | | |
| | | | | B-31 | | | |
| | | | | B-32 | | | |
| | | | | B-32 | | | |
| | | | | B-33 | | | |
| | | | | B-33 | | | |
| | | | | B-35 | | | |
| | | | | B-36 | | | |
| | | | | B-36 | | | |
| | | | | B-37 | | | |
| | | | | B-38 | | | |
| | | | | B-40 | | | |
| | | | | B-41 | | | |
| | | | | B-42 | | | |
| | | | | B-42 | | | |
| | | | | B-42 | | | |
| | | | | B-43 | | |
Method for giving notices
|
| |
When taken to be given
|
|
(A) Personally | | | At the time and date of delivery | |
(B) By leaving it at the Member’s registered address | | | At the time and date it was left | |
(C) By posting it by prepaid post to the street or postal address of that recipient | | | 48 hours after the date it was posted | |
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address | | | 48 hours after the date it was sent | |
(E) By publication on a website | | | 24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website | |
|
Exhibit
Number |
| |
Description
|
|
| 14.1# | | | | |
| 19.1# | | | | |
| 21.1# | | | | |
| 23.1# | | | | |
| 23.2# | | | | |
| 23.3# | | | | |
| 23.4# | | | | |
| 99.1# | | | | |
| 99.2# | | | | |
| 99.3# | | | | |
| 99.4# | | | | |
| 99.5# | | | | |
| 99.6# | | | | |
| 99.7# | | | | |
| 99.8# | | | | |
| 99.9# | | | | |
|
107#
|
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Dongfeng Wang
Name: Dongfeng Wang
|
| |
Director
Principal Executive Officer and Principal Financial and Accounting Officer |
| |
July 21, 2023
|
|