Financial Performance - For the year ended December 31, 2022, the company reported a net income of $1,673,607, driven by interest from marketable securities of $3,989,294, offset by formation and operating costs of $1,523,929 and income tax provision of $791,758 [98]. - The company has a working capital deficit of $96,188 as of December 31, 2022, raising substantial doubt about its ability to continue as a going concern [122]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence for potential acquisitions [119]. - The company expects to need additional capital to meet its liquidity needs and may not be able to obtain financing on commercially acceptable terms [100]. Investments and Capital Structure - As of December 31, 2022, the company had $295,802,694 in investments held in the Trust Account, which is designated for a Business Combination or to repurchase public shares [121]. - The company completed its IPO on December 15, 2021, raising a total of $8,982,500 from the sale of 28,750,000 units at $10.00 per unit [96]. - The company has no long-term debt or capital lease obligations, with only a monthly fee of $10,000 payable to an affiliate for office space and administrative support [104]. - The company has two classes of shares, Class A and Class B, with earnings and losses shared pro rata between them [131]. Business Development and Strategy - The company is developing a multi-billion dollar pipeline of "Digital Nomad" properties in New York City, in collaboration with WIRED, a Condé Nast company [154]. - The company is currently developing a hotel property that will be a fully tech-enabled live and work destination in New York City [154]. - The company focuses on investing in sectors such as InfraTech, PropTech, FinTech, AI, BioTech, and Alternative Energy, searching for exceptional businesses to invest in [157]. - The company has a focus on reinvesting gains from portfolio investments into companies that promote sustainability [154]. Management and Governance - The Chief Investment Officer has over 20 years of experience in asset management and is responsible for managing a portfolio with over $16 billion in assets under management [142]. - The Chief Marketing Officer has over 30 years of experience in brand creation and marketing for globally recognized brands, including MGM Resorts and American Express [143]. - The Chief Executive Officer has a background in economics and has been involved in various ventures, including a joint venture for power projects in Pakistan [138]. - The company’s Chairman and CEO, Mr. Khan, has over 22 years of experience in various sectors, contributing to the syndication of several billion in equity for projects [179]. Compliance and Internal Controls - The company maintains effective internal control over financial reporting as of December 31, 2022, according to management assessments [149]. - The audit committee is composed of independent directors, ensuring compliance with Nasdaq listing standards [166]. - The company has established clear hiring policies for employees or former employees of the independent registered public accounting firm, in compliance with applicable laws and regulations [167]. - The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm engaged by the company [176]. - The company’s board of directors includes independent directors as defined by Nasdaq listing standards, ensuring compliance with regulatory requirements [175]. - The Audit Committee has a financial expert, Mr. Golden, who qualifies under SEC rules due to his extensive experience in finance and accounting [186]. - The company has a structured approach to reviewing internal control policies and procedures regularly to ensure effectiveness [169]. - The Audit Committee reviews and approves related party transactions as required by SEC regulations [169]. Board of Directors and Governance Practices - The board of directors consists of five members, with a structure that allows for staggered elections every two years [145]. - The board of directors will consider director candidates recommended by stockholders for future elections, ensuring shareholder engagement in governance [190]. - The company has a Code of Ethics in place to guide the conduct of its directors and employees [191]. - The company is focused on implementing and administering incentive compensation equity-based remuneration plans for its executives [187].
BurTech Acquisition (BRKH) - 2022 Q4 - Annual Report