Overview

Bengochea SPAC Acquisition Corp. is a blank check company formed in November 2021 with the purpose of merging with or acquiring one or more businesses. The company has not yet engaged in any operations or generated any revenue, as its activities have been focused on organizational tasks and preparing for its initial public offering (IPO).

The company expects to continue incurring significant costs in its pursuit of an acquisition, but cannot guarantee that its plans to complete an initial business combination will be successful.

Results of Operations

Bengochea SPAC Acquisition Corp. has not generated any operating revenue to date. Its only income has been in the form of interest earned on the marketable securities held in its trust account.

For the three months ended June 30, 2024, the company had a net income of $481,927, which consisted of $931,428 in interest earned on the trust account, offset by $238,406 in formation and operating costs, a $33,053 unrealized loss on the trust account investments, and $178,042 in income taxes.

For the six months ended June 30, 2024, the company had a net income of $955,342, which included a $11,135 change in fair value of the overallotment liability, a $295,000 gain on lawsuit settlements, and $1,789,681 in interest earned on the trust account. These were offset by $718,264 in formation and operating costs, a $33,053 unrealized loss on the trust account investments, and $389,157 in income taxes.

In comparison, for the three and six months ended June 30, 2023, the company had net losses of $60,320 and $164,852 respectively, consisting entirely of formation and operating costs.

Liquidity and Capital Resources

Bengochea SPAC Acquisition Corp. raised $69 million from its IPO in December 2023, including the partial exercise of the underwriters’ over-allotment option. It also raised an additional $2.457 million from the private placement of warrants.

As of June 30, 2024, the company had $70.753 million held in the trust account and $91,446 in cash outside the trust account. The trust account funds are intended to be used to complete the company’s business combination.

The company may need to raise additional funds to meet its expenditures prior to completing a business combination. Its sponsor or officers/directors may provide loans that could be convertible into warrants of the post-combination entity.

Going Concern

The company has determined that the requirement to liquidate if a business combination is not completed by December 29, 2024 raises substantial doubt about its ability to continue as a going concern. Management plans to complete a business combination before the mandatory liquidation date, but there is no assurance this will be achieved.

Other Disclosures

Bengochea SPAC Acquisition Corp. has no off-balance sheet financing arrangements or long-term contractual obligations as of June 30, 2024. It has not identified any critical accounting policies.