QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-tenth of one Class A ordinary share |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
CONSILIUM ACQUISITION CORP I, LTD.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
i
September 30, 2022 (unaudited) |
December 31, 2021 |
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Assets |
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Current Assets: |
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Cash |
$ | $ | ||||||
Prepaid expenses |
— | |||||||
Due from related party |
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Marketable securities held in trust account |
— | |||||||
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Total Current Assets |
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Non-current Assets: |
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Deferred offering costs associated with the proposed public offering |
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Total Non-current Assets |
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Total Assets |
$ |
$ |
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit |
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Current Liabilities: |
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Accrued expenses |
$ | $ | ||||||
Accounts payable |
— | |||||||
Accrued offering costs |
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Promissory note — related party |
— | |||||||
Deferred underwriter fee payable |
— | |||||||
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Total Current Liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 7) |
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Class A ordinary shares, $ and shares subject to redemption issued and outstanding |
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Shareholders’ Deficit: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ as of September 30, 2022 and December 31, 2021 (1)(2) |
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Additional paid-in capital |
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Accumulated deficit |
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Total Shareholders’ Deficit |
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Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit |
$ | $ | ||||||
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(1) |
Includes up to |
(2) |
In January 2022, the Company effected a share capitalization for an additional |
Three Months Ended September 30, 2022 |
Nine Months Ended September 30, 2022 |
For the Period From April 13, 2021 (Inception) Through September 30, 2021 (3) |
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Insurance expense |
$ | $ | $ | — | ||||||||
Dues and subscriptions |
— | |||||||||||
Legal and accounting expenses |
— | |||||||||||
Bank fees |
— | — | ||||||||||
Sponsor expenses |
— | |||||||||||
Formation costs |
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Total operating expenses |
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Operating loss |
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Other income: |
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Earnings on marketable securities held in trust account |
— | |||||||||||
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Net income (loss) |
$ | $ | $ | ( |
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Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption |
— | |||||||||||
Basic and diluted net income (loss) per Class A ordinary shares subject to redemption |
$ | $ | $ | — | ||||||||
Basic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares(1)(2) |
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Basic and diluted net per income ( loss) non-redeemable Class B ordinary shares |
$ | ( |
) | $ | ( |
) | $ | ( |
) |
(1) |
In cludes up to |
(2) |
In January 2022, the Company effected a share capitalization for an additional |
(3) |
There was no activity for the three months ended September 31, 2021. As such, there is no information to present for the three months ended September 31, 2021. |
Class A ordinary shares subject to possible redemption |
Class B ordinary shares |
Additional paid-in capital |
Accumulated deficit |
Total shareholders’ deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance — December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
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Issuance of Class A ordinary shares in IPO |
— | — | ||||||||||||||||||||||||||
Sale of private placement warrants |
— | — | — | — | ||||||||||||||||||||||||
Remeasurement of Class A ordinary shares subject to redemption |
— | — | — | ( |
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Net loss |
— | — | — | — | ( |
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Balance — March 31, 2022 (unaudited) |
( |
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Remeasurement of Class A ordinary shares subject to redemption |
— | — | — | — | ( |
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Net loss |
— | — | — | — | — | ( |
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Balance — June 30, 2022 (unaudited) |
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Remeasurement of Class A ordinary shares subject to redemption |
— | — | — | — | ( |
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Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance — September 30, 2022 (unaudited) |
$ | $ | $ | $ | ( |
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FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM APRIL 13, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021 (unaudited) |
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Class A ordinary shares subject to possible redemption |
Class B ordinary shares |
Additional paid-in capital |
Accumulated deficit |
Total shareholders’ deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance — April 13, 2021 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor (1)(2) |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
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Balance — June 30, 2021 (unaudited) |
$ | $ | $ | $ | ( |
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Net loss |
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Balance — September 30, 2021 (unaudited) |
$ | $ | $ | $ | ( |
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(1) |
Includes up to |
(2) |
In January 2022, the Company effected a share capitalization for an additional |
Nine Months Ended September 30, 2022 |
For the Period From April 13, 2021 (Inception) Through September 30, 2021 |
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Cash flow from operating activities: |
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Net income (loss) |
$ | $ | ( |
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Adjustments to reconcile net income ( loss) to net cash |
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Insurance expense amortization |
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Dues and subscriptions expense amortization |
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Earnings on marketable securities held in trust account |
( |
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Changes in operating assets and liabilities |
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Prepaid expense |
( |
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Accounts payable |
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Accrued expenses |
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Accrued offering costs |
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Net cash used in operating activities |
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Cash flow from investing activities: |
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Investment of cash in trust account |
( |
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Purchase of treasury securities from proceeds of redemption on treasury securities |
( |
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Proceeds from redemption of treasury securities |
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— |
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Net cash used in investing activities |
( |
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Cash flow from financing activities: |
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Proceeds from issuance of Class A ordinary shares |
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Proceeds from sale of private placement warrants |
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Payment of underwriting fee |
( |
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Payment of promissory note — related party |
( |
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Due from related party |
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Payment of deferred offering costs |
( |
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash — Beginning of the period |
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Cash — End of the period |
$ | $ | ||||||
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Supplemental disclosure of non-cash financing activities: |
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Remeasurement of Class A ordinary shares subject to possible redemption |
$ | $ | ||||||
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Deferred underwriter fee payable |
$ | $ | ||||||
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Deferred offering costs included in accrued offering costs |
$ | $ | ||||||
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Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | $ | ||||||
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Deferred offering costs paid by Sponsor |
$ | $ | ||||||
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Three Months Ended September 30, 2022 |
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Net income |
$ | |||
Remeasurement of temporary equity to redemption value |
( |
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Net loss including remeasurement of temporary equity to redemption value |
$ | ( |
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Three Months Ended September 30, 2022 |
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Class A Redeemable |
Class B Non-redeemable |
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Total number of shares |
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Ownership percentage |
% | % | ||||||
Allocation of net income based on ownership percentage |
$ | $ | ||||||
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Total income allocated by class |
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Less: remeasurement of temporary equity allocation based on ownership percentage |
( |
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Plus: remeasurement of temporary equity applicable to Class A redeemable shares |
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Total income (loss) by class |
$ | $ | ( |
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Weighted average shares outstanding |
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Income (loss) per share |
$ | $ | ( |
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Nine Months Ended September 30, 2022 |
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Net loss from beginning of year through date of initial public offering |
$ | ( |
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Net income from date of initial public offering through September 30, 2022 |
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Total net income for the nine months ended September 30, 2022 |
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Remeasurement of temporary equity to redemption value |
( |
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Net loss including remeasurement of temporary equity to redemption value |
$ | ( |
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Nine Months Ended September 30, 2022 |
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Class A Redeemable |
Class B Non-redeemable |
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Total number of shares |
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Ownership percentage |
% | % | ||||||
Allocation of net loss — from beginning of year through date of initial public offering based on ownership percentage |
$ | $ | ( |
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Allocation of net income — from date of initial public offering to September 30, 2022 based on ownership percentage |
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Total income allocated by class |
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Less: remeasurement of temporary equity allocation based on ownership percentage |
( |
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Plus: remeasurement of temporary equity applicable to Class A redeemable shares |
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Total income (loss) by class |
$ | $ | ( |
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Weighted average shares outstanding |
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Income (loss) per share |
$ | $ | ( |
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Three Months Ended September 30, 2021 |
For the Period From April 13, 2021 (Inception) Through September 30, 2021 |
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Net loss |
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Weighted average shared outstanding |
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Loss per Share |
$ |
$ |
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• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as calculations derived from valuation techniques in which one or more significant inputs or significant value drivers are observable. |
Gross proceeds from initial public offering |
$ | |||
Less: |
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Fair value allocated to public warrants |
( |
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Fair value allocated to rights |
( |
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Offering costs allocated to Class A ordinary shares subject to possible redemption |
( |
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Plus: |
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Re-measurement on Class A ordinary shares subject to possible redemption |
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Class A ordinary shares subject to possible redemption at redemption value |
$ | |||
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• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
(Level 1) |
(Level 2) |
(Level 3) |
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Assets |
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Marketable securities held in trust account (1) |
$ |
$ |
— |
$ |
— |
(1) |
The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “Consilium Acquisitions Corp. I,” “our,” “us” or “we” refer to Consilium Acquisitions Corp. I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward- looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
Consilium Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands as an exempted company on April 13, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).
The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2022, the Company had not commenced any operations. All activity for the three and nine months ended September 30, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the proposed initial public offering (“Initial Public Offering”), which is described below, and pursuit of a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
On January 18, 2022, the Company consummated its Initial Public Offering of 18,975,000 units (the “Units”), including the issuance of 2,475,000 Units as a result of the underwriter’s exercise of its over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an “Ordinary Share”), one right to acquire one-tenth of an Ordinary Share, and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $189,750,000.
19
Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale of 7,942,500 private placement warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, to the Company’s sponsor, Consilium Acquisition Sponsor I, LLC (the “Sponsor”), generating gross proceeds to the Company of $7,942,500. The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company (except in certain redemption scenarios when the price per Ordinary Share equals or exceeds $10.00 (as adjusted)); (2) they (including the Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Ordinary Shares issuable upon exercise of these warrants) are entitled to registration rights.
A total of $2,250,000 was deposited to the Company’s operating account and a total of $191,647,500, comprised of a portion of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) the Company’s completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 18 months (or 24 months if the sponsor exercises its extension options) from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the Company’s public shares if the Company has not completed its initial business combination within 18 months (or 24 months if the sponsor exercises its extension options) from the closing of the IPO, subject to applicable law.
Results of Operations
Our entire activity from inception through September 30, 2022 relates to our formation, the Initial Public Offering and, since the closing of the Initial Public Offering, a search for a Business Combination candidate. We will not be generating any operating revenues until the closing and completion of our Business Combination at the earliest.
For the three months ended September 30, 2022, we had a net income of $818,936, which consisted of $54,123 in legal and accounting expenses, $120,419 of insurance expense, $3,777 of sponsor expenses, $12,218 dues and subscriptions expense, and $3,977 of formation costs offset by a $1,013,450 earnings on marketable securities held in the trust account. There was no activity for the three months ended September 30, 2021.
For the nine months ended September 30, 2022, we had a net income of $519,213, which consisted of $343,314 in legal and accounting expenses, $341,624 of insurance expense, $24,462 of sponsor expenses, $133,706 dues and subscriptions expense, $3,977 of formation costs, and $5 of bank fees, offset by $1,366,301 earnings on marketable securities held in the trust account.
Liquidity and Capital Resources
As of September 30, 2022 and December 31, 2021, the Company had $280,325 and $20 in cash, respectively, and working capital of (deficit) of $367,992 and ($866,674), respectively, excluding Marketing Securities held in the Trust Account and the Deferred Underwriter Fee liability.
The Company’s liquidity needs through September 30, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” and shares thereof, “founder shares”), the Initial Public Offering and the sale of the private placement warrants (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs.
The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period within one year after the date that the financial statements are issued. Management plans to address this uncertainty through related party loans from the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates (“Working Capital Loans”) and effecting a Business Combination. However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. In addition, management is currently evaluating the impact of the COVID-19 pandemic and its effect on the Company’s financial position, results of its operations and/or search for a target company.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date this financial statement is issued. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
20
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of September 30, 2022.
The underwriter of the IPO is entitled to a deferred discount of $0.35 per Unit, or $6,641,250 in the aggregate. The deferred discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Commitments and Contingencies
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering, requiring the Company to register such securities for resale. The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 2,475,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discount. The underwriters exercised the over-allotment option in full on January 18, 2022, the date of the Initial Public Offering. The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $3,795,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $6,641,250 in the aggregate. The deferred fee is payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value.
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Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2022, 18,975,000 shares of Class A ordinary shares subject to possible redemption is presented, at redemption value equal to the amount held in the trust account, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable ordinary shares and income (loss) per non-redeemable Class B ordinary shares following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable Class B ordinary shares, the Company first considered the total income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders.
Recent Accounting Pronouncements
Refer to Note 2 - Summary of Significant Accounting Policies in the Notes to Condensed Financial Statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
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Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s annual report on Form 10-K as filed with the SEC on March 31, 2022, and our Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
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Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds
Unregistered Sales
Prior to our initial public offering, our sponsor, paid an aggregate of $25,000 to cover certain expenses on behalf of us in exchange for 4,743,750 founder shares, resulting in an effective purchase price paid for the founder shares of approximately $0.006 per share. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of this offering.
Our sponsor purchased 7,942,500 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant ($7,942,500 in the aggregate), in a private placement that closed substantially concurrently with the closing of our initial public offering.
These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
On January 18, 2022, the Company consummated its initial public offering of 18,975,000 units at $10.00 per unit, generating gross proceeds of $189,750,000. BTIG, LLC and I-Bankers Securities, Inc. acted as the book-running managers of the offering and BTIG, LLC acted as the representative of the underwriters. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-261570). The SEC declared the registration statements effective on January 12, 2022.
In connection with the initial public offering, we incurred offering costs of approximately $11,236,250 (including deferred underwriting commissions of approximately $6,641,250). Other incurred offering costs consisted principally of preparation fees related to the initial public offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial business combination, if consummated) and the initial public offering expenses, $191,647,500 million of the net proceeds from our initial public offering and certain of the proceeds from the private placement of the private placement warrants (or $10.00 per unit sold in the initial public offering) was placed in the trust account. The net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants are held in the trust account and invested as described elsewhere in this Quarterly Report on Form 10-Q.
There has been no material change in the planned use of the proceeds from our initial public offering and sale of private placement warrants as is described in the Company’s final prospectus related to our initial public offering as filed with the SEC on October 29, 2021. For a description of the use of the proceeds generated from the Initial Public Offering, see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
None.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No. |
Description | |
31.1* | Certification Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | XBRL Instance Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). |
* | Filed herewith. |
** | Furnished. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Consilium Acquisition Corp I, Ltd. | ||||||
Date: November 14, 2022 | By: | /s/ Charles Cassel | ||||
Charles Cassel | ||||||
Chief Executive Officer and Chief Financial Officer |
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