UTA Acquisition Corporation (NASDAQ:UTAA) is a blank check company that was formed in July 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company has not yet identified a target business for a potential business combination.
Business Overview
UTA Acquisition Corporation was incorporated as a Cayman Islands exempted company on July 15, 2021. The company has not commenced any operations. All activity through June 30, 2023 relates to the company's formation, the initial public offering (IPO) described below, and identifying a target for an initial business combination.The company's sponsor is UTA Acquisition Sponsor, LLC. On December 6, 2021, the company consummated its IPO of 23,000,000 units, including the issuance of 3,000,000 units as a result of the underwriter's exercise of its over-allotment option. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. The units were sold at a price of $10.00 per unit, generating gross proceeds to the company of $230,000,000.
Substantially concurrently with the closing of the IPO, the company completed the private sale of 11,200,000 private placement warrants at a purchase price of $1.00 per private placement warrant to the sponsor, generating gross proceeds of $11,200,000. A total of $234,600,000, comprised of proceeds from the IPO and the sale of the private placement warrants, was placed in a trust account.
The company has until September 6, 2023 to complete a business combination. If the company is unable to complete a business combination by this date, it will be obligated to redeem 100% of the public shares.
Financials
For the three months ended June 30, 2023, the company reported net income of $2,566,601, which resulted entirely from earnings on investments held in the trust account of $2,867,725, offset by formation and operating costs of $301,124. For the six months ended June 30, 2023, the company reported net income of $4,561,715, which resulted entirely from earnings on investments held in the trust account of $5,395,450, offset by formation and operating costs of $833,735.As of June 30, 2023, the company had $24,603 in cash outside of the trust account and a working capital deficiency of $918,740. The company's only assets held outside of the trust account are cash and prepaid expenses. The company's liabilities include accrued expenses, a related party payable, a working capital loan from the sponsor, and deferred underwriting fees.
The company uses the funds held outside of the trust account and borrowings under the working capital loans from the sponsor to pay existing accounts payable, identify and evaluate prospective initial business combination candidates, perform due diligence, pay for travel expenditures, select the target business, and structure, negotiate and consummate a business combination.
As of June 30, 2023, the company had $835,993 in outstanding borrowings under the working capital loans from the sponsor, with $1,664,007 remaining available. The working capital loans are non-interest bearing and due at the earlier of September 6, 2023, the date of consummation of a business combination, or pursuant to acceleration of the obligations upon an event of default.
The company believes that the funds available may not be sufficient to meet the expenditures required for operating the business through a period of one year from the date of the financial statements. The company may need to obtain additional financing to complete an initial business combination or if it becomes obligated to redeem a significant number of public shares upon completion of a business combination.
Risks and Challenges
The company's management has determined that the current liquidity conditions raise substantial doubt about the company's ability to continue as a going concern. The company will need to obtain additional financing to complete an initial business combination or if it becomes obligated to redeem a significant number of public shares. There is no assurance that management would be able to secure these additional funds.Additionally, the company's public warrants were recently delisted from the Nasdaq Global Market. If the company's securities are delisted from Nasdaq and not able to list on another national securities exchange, the securities could be quoted on an over-the-counter market, which could have significant adverse consequences including reduced liquidity, limited market quotations, and decreased ability to issue additional securities or obtain financing.