(in thousands, except share data)
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December 31,
2023
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December 31,
2022
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Assets
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|
Current assets:
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|
Cash and cash equivalents
|
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$
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$
|
Prepaid expenses and other current assets
|
| |
|
| |
|
Accounts receivable
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|
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|
Total current assets
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| |
|
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|
Property and equipment, net
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|
Right-of-Use Assets, net
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|
Total assets
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|
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Liabilities and Stockholders’ deficit
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Current liabilities:
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|
Accounts payable and accrued expenses
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|
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|
Convertible promissory notes
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|
Derivative liability
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|
Unearned Revenue
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|
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|
Current portion of Operating lease liability
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Total current liabilities
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|
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|
Long-Term Operating lease liability
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|
| |
|
Convertible promissory notes
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| |
|
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|
Derivative Liability
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|
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Total liabilities
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|
Commitments and contingencies (Note 10)
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Stockholders’ equity:
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Common Stock $
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|
Accumulated Deficit
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(
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(
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Total stockholders’ deficit
|
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(
|
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(
|
Total liabilities and Stockholders’ deficit
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$
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$
|
|
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Twelve Month Period Ended
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(in thousands)
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December 31,
2023
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December 31,
2022
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Revenue
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$
|
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$
|
Cost of revenue
|
| |
|
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|
Gross profit
|
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|
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|
Research and development
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|
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|
Sales and marketing
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|
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|
General and administration
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|
Depreciation
|
| |
|
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|
Loss from operations
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(
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(
|
Interest expense
|
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(
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(
|
Change in fair value of derivative liabilities
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(
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|
Income/(loss) from operations before income taxes
|
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(
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|
Income tax expense
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|
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|
Net income/(loss)
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$(
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$
|
(in thousands)
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Paid in
Capital
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Accumulated
Deficit
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Total
Stockholders’
Deficit
|
Balance at December 31, 2022
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$
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$(
|
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$(
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Net loss
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|
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(
|
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(
|
Balance at December 31, 2023
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$
|
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$(
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$(
|
(in thousands)
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Paid in
Capital
|
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Accumulated
Deficit
|
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Total
Stockholders’
Deficit
|
Balance at December 31, 2021
|
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$
|
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$(
|
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$(
|
Net income
|
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|
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|
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|
Balance at December 31, 2022
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$
|
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$(
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$(
|
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Twelve Month Period Ended
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(in thousands)
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December 31,
2023
|
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December 31,
2022
|
Cash flows from operating activities
|
| |
|
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|
Net income/(loss)
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$(
|
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$
|
Adjustments to reconcile net income / (loss) to net cash
used in operating activities:
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| |
|
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|
Non-cash interest expense on debt
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|
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|
Change in fair value of derivative liability
|
| |
|
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(
|
Depreciation
|
| |
|
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|
Non-cash charge for operating lease
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| |
|
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|
Prepaid expenses and other current assets
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(
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|
Related party receivable/payable
|
| |
|
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(
|
Accounts receivable
|
| |
|
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(
|
Unearned revenue
|
| |
|
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|
Operating lease liability
|
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(
|
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(
|
Accounts payable
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| |
|
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(
|
Net cash used in operating activities
|
| |
(
|
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(
|
|
| |
|
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|
Cash flows used in investing activities
|
| |
|
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|
Purchases of property and equipment
|
| |
(
|
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(
|
Net cash used in investing activities
|
| |
(
|
| |
(
|
|
| |
|
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|
Cash flows provided by financing activities
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| |
|
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|
Proceeds from convertible promissory notes
|
| |
|
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|
Settlement of convertible promissory notes
|
| |
(
|
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|
Net cash provided by financing activities
|
| |
|
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|
|
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|
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|
Net change in cash
|
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(
|
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(
|
Cash and cash equivalents, beginning of period
|
| |
|
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|
Cash and cash equivalents, end of period
|
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$
|
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$
|
|
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|
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|
Supplemental disclosure of cash flow information
|
| |
|
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|
Cash paid for interest
|
| |
|
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|
Cash paid for taxes
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|
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|
|
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|
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|
Non cash investing and financing activities
|
| |
|
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|
Right of use assets obtained in exchange for operating lease liability
|
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$
|
| |
$
|
Asset Type
|
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Range
|
Furniture and office equipment
|
| |
|
Computer equipment
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| |
|
(in thousands)
|
| |
December 31, 2023
|
| |
December 31, 2022
|
Property and equipment
|
| |
|
| |
|
Furniture and equipment
|
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$
|
| |
$
|
Computer equipment
|
| |
|
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|
Accumulated depreciation
|
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(
|
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(
|
Property and equipment, net
|
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$
|
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$
|
(in thousands)
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Classification
|
| |
December 31, 2023
|
| |
December 31, 2022
|
Lease assets
|
| |
|
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|
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|
Operating lease cost ROU assets, net
|
| |
|
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$
|
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$
|
Total lease assets
|
| |
|
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$
|
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$
|
Lease liabilities
|
| |
|
| |
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|
Operating lease liabilities, current
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|
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$
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$
|
Operating lease liabilities, non-current
|
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|
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|
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|
Total lease liabilities
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|
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$
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$
|
|
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Twelve Month Period Ended
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|||
(in thousands)
|
| |
December 31, 2023
|
| |
December 31, 2022
|
Lease costs
|
| |
|
| |
|
Operating lease costs
|
| |
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|
Total lease costs
|
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$
|
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$
|
(in thousands)
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| |
December 31, 2023
|
2024
|
| |
$
|
2025
|
| |
|
2026
|
| |
|
Total future minimum lease payments
|
| |
|
Amount representing interest
|
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|
Present value of net future minimum lease payments
|
| |
$
|
|
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Twelve Month Period Ended
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|||
(in thousands)
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| |
December 31, 2023
|
| |
December 31, 2022
|
U.S. Statutory federal income tax expense/(benefit)
|
| |
$(
|
| |
$
|
Permanent items
|
| |
|
| |
|
State income taxes, net of federal effect
|
| |
|
| |
|
Non-deductible expenses
|
| |
|
| |
|
Change in valuation allowance
|
| |
|
| |
(
|
Income tax expense
|
| |
$
|
| |
$
|
(in thousands)
|
| |
December 31, 2023
|
| |
December 31, 2022
|
Deferred tax assets
|
| |
|
| |
|
Software and other claimed assets
|
| |
$
|
| |
$
|
Net operating loss (NOL)
|
| |
|
| |
|
Convertible promissory notes and derivative liability
|
| |
|
| |
|
Total deferred tax assets
|
| |
|
| |
|
Deferred tax liabilities
|
| |
|
| |
|
Property and equipment
|
| |
(
|
| |
(
|
Convertible promissory notes and derivative liability
|
| |
|
| |
(
|
Total deferred tax liabilities
|
| |
(
|
| |
(
|
Net deferred tax assets
|
| |
|
| |
|
Valuation allowance
|
| |
(
|
| |
(
|
Net deferred tax, net of valuation allowance
|
| |
$
|
| |
$
|
(in thousands)
|
| |
December 31, 2023
|
| |
December 31, 2022
|
Convertible Promissory Notes
|
| |
|
| |
|
Notes 1 to 7
|
| |
$
|
| |
$
|
Notes 8 to 12
|
| |
|
| |
|
Notes 13 to 20
|
| |
|
| |
|
|
| |
|
| |
|
Debt Issuance costs
|
| |
(
|
| |
(
|
Nominal value of Convertible Promissory Notes
|
| |
|
| |
|
Derivative liability Component
|
| |
(
|
| |
(
|
Liability component at date of issue
|
| |
|
| |
|
Interest charged
|
| |
|
| |
|
Interest paid
|
| |
|
| |
|
Total Liability component
|
| |
$
|
| |
$
|
Less: Short-term liability component
|
| |
(
|
| |
(
|
Long-term liability component at
December 31, 2023 and December 31, 2022
|
| |
$
|
| |
$
|
(in thousands)
|
| |
December 31, 2023
|
| |
December 31, 2022
|
Embedded feature Component
|
| |
|
| |
|
Derivative liability Component
|
| |
$
|
| |
$
|
Change in fair value of Embedded derivative
|
| |
(
|
| |
(
|
Total Derivative Liability Component
|
| |
|
| |
|
|
| |
(
|
| |
(
|
at December 31, 2023 and December 31, 2022
|
| |
$
|
| |
$
|
|
| |
As of December 31, 2023
|
||||||
(in thousands)
|
| |
Quoted prices
in active
markets for
identical assets
(Level 1)
|
| |
Significant
other
observable
inputs
(Level 2)
|
| |
Significant
unobservable
inputs
(Level 3)
|
Current Liabilites
|
| |
|
| |
|
| |
|
Derivative liability
|
| |
|
| |
|
| |
|
Liabilities
|
| |
|
| |
|
| |
|
Derivative liability
|
| |
|
| |
|
| |
|
|
| |
As of December 31, 2022
|
||||||
(in thousands)
|
| |
Quoted prices
in active
markets for
identical assets
(Level 1)
|
| |
Significant
other
observable
inputs
(Level 2)
|
| |
Significant
unobservable
inputs
(Level 3)
|
Liabilities
|
| |
|
| |
|
| |
|
Derivative liability
|
| |
|
| |
|
| |
|
Estimated fair value at December 31, 2021
|
| |
$
|
Change in estimated fair value
|
| |
(
|
Additions from new convertible notes
|
| |
|
Estimated fair value at December 31, 2022
|
| |
|
Change in estimated fair value
|
| |
|
Additions from new convertible notes
|
| |
|
Estimated fair value at December 31, 2023
|
| |
$
|
|
| |
December 31, 2023
|
| |
December 31, 2022
|
Stock price
|
| |
$
|
| |
$
|
Strike price
|
| |
$
|
| |
$
|
Volatility
|
| |
|
| |
|
Risk-free rate
|
| |
|
| |
|
Probability of SPAC Merger |
||||||
Term of SPAC Merger |
1.
|
A declaration that Section 4.8 of the [Combined Entity’s] Second Amended Charter is void and unenforceable as applied to UAV;
|
2.
|
An injunction requiring [the Combined Entity] to remove the restriction legends on UAV’s stock;
|
3.
|
A declaration that [] TMTG approved and ratified all of UAV’s rights emanating from the Services Agreement [to which UAV was a
party and that was declared void ab initio on July 30, 2021, by an attorney for the Trump Organization, on behalf of President Trump. TMTG was not a party to the Services Agreement.]
|
4.
|
A declaration that the Services Agreement is a valid and enforceable contract and that UAV has valid and enforceable rights
thereunder, including the continuing right to appoint directors to [TMTG’s and the Combined Entity’s] boards.
|
5.
|
An injunction enjoining [] TMTG from further prosecuting the [a lawsuit TMTG filed against UAV in Florida state court on March
24, 2024];
|
6.
|
Awarding [UAV] its attorneys’ fees and costs based upon the bad faith conduct of [the Delaware] Defendants and/or based on the
benefit conferred on the Company [sic] and its minority stockholders through the prosecution of this action.
|
7.
|
Awarding such other relief as the [Chancery] Court deems equitable, just and proper.
|