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SBC Medical Group Holdings Incorporated(SBC) - 2023 Q2 - Quarterly Report
SBCSBC Medical Group Holdings Incorporated(SBC)2023-08-14 20:19

Financial Performance - The Company reported a net income of 196,786forthethreemonthsendedJune30,2023,resultingfrominterestanddividendincomeof196,786 for the three months ended June 30, 2023, resulting from interest and dividend income of 836,888, offset by operating costs of 430,842andtaxes[126].−ForthesixmonthsendedJune30,2023,theCompanyhadanetincomeof430,842 and taxes [126]. - For the six months ended June 30, 2023, the Company had a net income of 810,119, with interest and dividend income totaling 2,101,363,andtotaloperatingcostsof2,101,363, and total operating costs of 805,330 [127]. - The Company has incurred a loss from operations of 861,821forthesixmonthsendedJune30,2023,andnetcashusedinoperatingactivitieswas861,821 for the six months ended June 30, 2023, and net cash used in operating activities was 1,315,001 [138]. Cash and Working Capital - As of June 30, 2023, the Company had 974,921incashheldoutsideoftheTrustAccountandaworkingcapitaldeficitof974,921 in cash held outside of the Trust Account and a working capital deficit of 280,468 [138]. - The Company approved an extension to consummate a business combination until February 9, 2024, with stockholders redeeming 9,577,250 shares of Class A common stock, leaving approximately 20millioninthetrustaccount[122].BusinessCombinationandFinancing−TheCompanyintendstousesubstantiallyallfundsinthetrustaccounttocompleteitsinitialbusinesscombination,withadeadlineofFebruary9,2024,toconsummatesuchatransaction[137].−TheBusinessCombinationwithSBCMedicalGroupHoldingsIncorporatedisvaluedatapproximately20 million in the trust account [122]. Business Combination and Financing - The Company intends to use substantially all funds in the trust account to complete its initial business combination, with a deadline of February 9, 2024, to consummate such a transaction [137]. - The Business Combination with SBC Medical Group Holdings Incorporated is valued at approximately 1,200,000,000, subject to adjustments based on SBC's net working capital and outstanding indebtedness [120]. - The Company has entered into a convertible promissory note with SBC for 1,000,000,whichwillconvertintosharesofcommonstockpriortothemerger[124].−TheCompanygeneratedgrossproceedsof1,000,000, which will convert into shares of common stock prior to the merger [124]. - The Company generated gross proceeds of 115,000,000 from its Initial Public Offering of 11,500,000 units on August 9, 2022 [133]. - Following the Initial Public Offering, 117,875,000wasplacedinatrustaccount,representingnetproceedsfromthesaleofunits[136].−Theunderwritersexercisedtheover−allotmentoptiontopurchaseanadditional1,500,000Unitsatanofferingpriceof117,875,000 was placed in a trust account, representing net proceeds from the sale of units [136]. - The underwriters exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of 10.00 per Unit, totaling 15,000,000[143].−TheCompanyhasapromissorynotewiththeSponsorforupto15,000,000 [143]. - The Company has a promissory note with the Sponsor for up to 300,000, which was fully borrowed prior to the Initial Public Offering and repaid at the closing on August 9, 2022 [144]. Administrative Expenses - The Company incurred 30,000and30,000 and 60,000 in administrative support fees for the three and six months ended June 30, 2023, respectively, compared to no fees incurred in the same periods of 2022 [142]. Stock and Redemption - The Company recognizes changes in redemption value of Class A common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period [150]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with no consideration for the effect of Public and Placement Warrants [152].