Overview

Acme Acquisition Corp. is a blank check company incorporated in Delaware on May 1, 2023. The company was formed for the purpose of merging with, acquiring, or engaging in a similar business combination with one or more businesses or entities, particularly in the financial technology sector in Asia (excluding China, Hong Kong, and Macau). Acme Acquisition Corp. plans to use the proceeds from its initial public offering (IPO) and private placement to fund its initial business combination.

Recent Developments

On May 30, 2024, Acme Acquisition Corp. entered into a non-binding letter of intent (LOI) with a clinical-stage therapeutics company regarding a potential business combination. This triggered an automatic six-month extension of the company’s deadline to complete a business combination, extending it to January 11, 2025. However, the parties were unable to agree on the terms of a definitive agreement, and the negotiations have been terminated.

Results of Operations

Acme Acquisition Corp. has not engaged in any operations or generated any operating revenues to date. The company’s activities have been focused on organizational tasks and preparing for its IPO. It expects to generate non-operating income in the form of interest on the marketable securities held in its trust account, but also anticipates increased expenses as a public company and in its search for a business combination target.

For the three months ended September 30, 2024, the company had net income of $603,904, which consisted of formation and operational costs, related party administrative fees, franchise tax expense, and income tax expense, offset by interest income. For the nine months ended September 30, 2024, the company had net income of $1,760,025, with a similar composition.

For the three months ended September 30, 2023, the company had a net income of $2,949, all of which consisted of interest income. For the period from May 1, 2023 (inception) through September 30, 2023, the company had a net income of $3,686, also entirely from interest income.

Liquidity and Capital Resources

Acme Acquisition Corp. completed its IPO on October 11, 2023, raising $69,000,000 through the sale of 6,900,000 units. Simultaneously, the company sold 253,045 private units to its sponsor for $2,530,450. The company also issued 69,000 shares of common stock to the underwriters as part of their compensation.

The net proceeds from the IPO and private placement, totaling $69,690,000, were placed in a trust account and will be invested in U.S. government treasury bills or money market funds. The company intends to use these funds, along with any other net proceeds, to complete its initial business combination and pay related expenses.

As of September 30, 2024, the company had $329,359 in cash and a working capital deficit of $543,906. The company has incurred and expects to continue incurring significant costs to remain a publicly traded company and pursue a business combination. Management has determined that these conditions raise substantial doubt about the company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements and Contractual Obligations

Acme Acquisition Corp. has no off-balance sheet arrangements as of September 30, 2024. The company’s contractual obligations include an administrative services agreement with its sponsor, under which it pays $10,000 per month for office space, utilities, and administrative support. The company has also agreed to pay the underwriters a deferred fee of 3.5% of the gross proceeds from the IPO, or $2,415,000, upon the completion of a business combination.

Critical Accounting Policies and Estimates

The company has not identified any critical accounting policies or estimates that would significantly impact its financial statements.

Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure,” which will require additional disclosures related to a company’s effective tax rate and income taxes paid. Acme Acquisition Corp. is currently assessing the impact, if any, that this new standard will have on its financial statements.