Financial Performance - For the six months ended June 30, 2024, the company reported a total comprehensive loss of HKD 25.5 million, compared to a loss of HKD 24.7 million for the same period in 2023, reflecting an increase in administrative expenses to HKD 50.9 million from HKD 44.6 million[10]. - The company did not generate any revenue for the six months ended June 30, 2024, consistent with the previous year[11]. - The company incurred a loss before tax of HKD 25.5 million for the six months ended June 30, 2024, compared to a loss of HKD 24.7 million for the same period in 2023[10]. - The company reported a loss of HKD 25.5 million for the six months ended June 30, 2024, compared to a loss of HKD 24.7 million for the same period in 2023[15]. - For the six months ended June 30, 2024, the company reported a loss of HKD 25,500,000, compared to a loss of HKD 24,704,000 for the same period in 2023, representing an increase in loss of approximately 3.2%[35]. - The company recorded other income and losses of HKD 22,853,000 for the six months ended June 30, 2024, up from HKD 19,467,000 in the same period of 2023, indicating a growth of approximately 12.2%[35]. - The company incurred a loss of HKD 25,500,000 for the six months ending June 30, 2024[47]. Administrative Expenses - Administrative expenses increased from HKD 44.6 million for the six months ended June 30, 2023, to HKD 50.9 million for the six months ended June 30, 2024, mainly due to ongoing execution and preparation work related to special purpose acquisition company transactions[14]. - Administrative expenses increased to HKD 50,854,000 for the six months ended June 30, 2024, from HKD 44,571,000 in the same period of 2023, marking an increase of approximately 14.1%[35]. Other Income and Liabilities - Other income and losses amounted to HKD 22.9 million for the six months ended June 30, 2024, compared to HKD 19.5 million for the same period in 2023[10]. - The fair value change of warrant liabilities contributed HKD 2.5 million to other income for the six months ended June 30, 2024, up from HKD 0.4 million in the previous year[10]. - The fair value gain on warrant liabilities rose to HKD 2.5 million for the six months ended June 30, 2024, compared to HKD 0.4 million for the same period in 2023, primarily due to differences in market pricing of listed warrants[13]. - Other income and losses increased from HKD 19.5 million for the six months ended June 30, 2023, to HKD 22.9 million for the six months ended June 30, 2024, due to higher interest rates[12]. Business Combination and Future Plans - The company is in the process of completing a business combination with Zhaogang.com Inc, which is expected to lead to its listing on the Hong Kong Stock Exchange[5]. - A special meeting for shareholders to approve the business combination is expected to be held by mid-November 2024[5]. - The company anticipates generating non-operating income from interest and other income from the proceeds held in escrow prior to the completion of the business combination[7]. - The company will continue to incur expenses related to legal, financial reporting, accounting, and audit compliance until the business combination is completed[7]. - The company plans to complete its SPAC merger, which is expected to facilitate the listing of the successor company on the Hong Kong Stock Exchange[40]. - If the company fails to complete a special purpose acquisition company (SPAC) transaction within 36 months from the listing, it will terminate all operations and distribute funds to Class A shareholders[43]. Shareholder Information - Major shareholders, including China Merchants Bank Co., Ltd., hold 19,022,546 A shares, representing approximately 19.01% of the A shares[31]. - UBS Group AG holds 14,751,607 A shares, accounting for approximately 14.74% of the A shares, and an additional 1,470,000 shares, representing 1.47% as a short position[31]. - CMBI AM Acquisition Holding LLC is identified as a beneficial owner of 13,568,636 A shares, which is approximately 13.56% of the A shares[31]. - The company has not established any arrangements that would allow directors to acquire shares or debt securities of the company or any other entity within the last six months as of June 30, 2024[34]. - There were no disclosures of any other individuals (excluding directors or senior management) holding interests in the company's shares or related shares as of June 30, 2024[33]. Cash and Assets - As of June 30, 2024, the company's current assets amounted to HKD 1,072.5 million, primarily consisting of restricted cash of HKD 1,000.7 million and cash and cash equivalents of HKD 71.8 million[16]. - Cash and cash equivalents increased from HKD 56.9 million as of December 31, 2023, to HKD 71.8 million as of June 30, 2024, due to interest income earned from funds held in the escrow account[17]. - The company had redeemable Class A shares valued at HKD 1,000.7 million as of June 30, 2024, reflecting the par value of its Class A shares[18]. - The company’s total equity increased to HKD 33,031,000 as of June 30, 2024, compared to HKD 15,345,000 at the end of 2023, reflecting a positive shift in financial health[36]. - The company issued 100,065,000 Class A shares at HKD 10 per share, contributing to the increase in cash reserves[39]. - The company has a restricted cash balance of HKD 1,000,650,000, unchanged from December 31, 2023, held in a closed escrow account[57]. Accounting and Compliance - The company has adopted all new and revised accounting standards effective from January 1, 2024, with no significant impact on its financial statements[46]. - The company has not applied any new accounting standards that have been issued but are not yet effective, and is currently assessing their potential impact[46]. - The company will not be required to pay deferred underwriting fees if the SPAC transaction is not completed[44]. - The company has no taxable profits in any jurisdiction, resulting in no income tax provision for the six months ended June 30, 2024[54]. Cash Flow and Investments - The net cash used in operating activities for the first half of 2024 was HKD (7,873,000), an improvement from HKD (12,205,000) in the same period of 2023[39]. - The company’s cash flow from investing activities for the first half of 2024 was HKD 22,853,000, down from HKD 28,931,000 in the same period of 2023[39]. - The total amount raised from the listing of Class A shares is HKD 1,000,650,000, which is held in a trust account[42]. Share-Based Payments - The total expenses related to share-based payments for Class B shares and founder warrants were HKD 43,186,000 for the six months ended June 30, 2024, compared to HKD 42,949,000 for the same period in 2023[69]. - The company issued 25,016,250 Class B shares and 39,000,000 founder warrants at total subscription prices of HKD 6,000 and HKD 39,000,000 respectively[64]. - The fair value of Class B share warrants and founder warrants was approximately HKD 40,071,000 and HKD 3,115,000 for the reporting period, respectively[65]. - The number of Class B share warrants outstanding as of June 30, 2024, was 24,109,411, with an estimated fair value of HKD 10.0 per warrant[66]. - The number of founder warrants outstanding as of June 30, 2024, was 37,586,250, with an exercise price of HKD 11.5 and a weighted average remaining contract term of 0.71 years[67]. - The estimated fair value of each founder warrant was HKD 1.536, based on a Monte Carlo simulation model[68]. Going Concern and Uncertainties - There is significant uncertainty regarding the company's ability to continue as a going concern, which may affect asset realizability and debt settlement[48]. - The financial statements are presented in Hong Kong dollars (HKD), rounded to the nearest thousand[49]. - The company has not declared or proposed any dividends for the period ended June 30, 2024, consistent with 2023[56]. - The fair market value of the SPAC target must reach at least 80% of the funds raised from the listing before any share redemption[42]. - The company has deferred underwriting commissions of approximately HKD 35,023,000, which will be paid upon completion of the special purpose acquisition company merger[58].
AQUILA ACQ-Z(07836) - 2024 - 中期业绩