Internal Controls and Financial Reporting - Management identified a material weakness in internal controls related to compliance with an agreement during the fiscal year ended December 31, 2023[371]. - The company reported that it has processes in place to identify and apply applicable accounting requirements, but failed to make appropriate accounting entries related to the Trust Agreement[371]. - Management concluded that the Consolidated Financial Statements fairly present the company's financial position and results of operations in conformity with U.S. GAAP[371]. - Management has implemented remediation steps to improve internal control over financial reporting, including enhancing access to accounting literature and consulting with third-party professionals[373]. - The company plans to expand and improve its review process for complex agreements and corresponding accounting requirements[373]. Leadership and Management - Kanishka Roy serves as President and CEO since January 3, 2024, and has over 25 years of experience in technology and finance[376]. - Steven Handwerker has been the Chief Financial Officer since March 20, 2024, with over 15 years of experience in financial services and FinTech[377]. - Michael Dinsdale, a director since January 2, 2024, has secured over 100 billion in value[378]. - Alan Black, a director since January 2, 2024, has over 35 years of experience in leading public and private software enterprises, including IPO experience[380]. Corporate Governance - The board of directors is divided into three classes, with each class serving a three-year term, and the first class's term will expire at the first annual general meeting[382]. - The audit committee consists of three independent directors: Alan Black, David Sable, and Michael Dinsdale[390]. - The compensation committee is also composed entirely of independent directors and is responsible for reviewing executive compensation policies[396]. - No cash compensation has been paid to executive officers or directors prior to the initial business combination[386]. - The company has not established a limit on the amount of consulting or management fees that may be paid post-business combination[387]. Ethics and Indemnification - The company intends to disclose any amendments to its Code of Ethics in a Current Report on Form 8-K[398]. - Directors and officers have fiduciary duties, including acting in good faith and avoiding conflicts of interest[399]. - The company has purchased a policy of directors' and officers' liability insurance to cover defense costs and indemnification obligations[406]. - The company will only complete its initial business combination with the approval of a majority of shareholders present at the meeting[405]. - Officers and directors have agreed to waive any claims against the trust account, limiting indemnification to available funds outside the trust account[407]. - The company believes indemnification provisions are necessary to attract and retain talented officers and directors[408]. - During the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable to officers and directors were complied with[409].
Alpha Partners Technology Merger (APTM) - 2023 Q4 - Annual Report