Overview

Acme Acquisition Corp. is a special purpose acquisition company (SPAC) incorporated in the Cayman Islands on June 15, 2021. The company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.

Acme Acquisition Corp. expects to continue to incur significant costs in the pursuit of its acquisition plans, but cannot assure that its plans to complete a business combination will be successful.

Results of Operations

Acme Acquisition Corp. has not engaged in any operations or generated any revenues to date. Its activities have been limited to organizational activities, preparing for the initial public offering (IPO), and identifying a target company for a business combination. The company does not expect to generate any operating revenues until after the completion of its business combination.

For the three months ended September 30, 2024, the company had net income of $2,333,358, which consisted of interest earned on marketable securities held in the trust account ($2,554,610) and interest earned on bank deposits ($3,000), partially offset by general and administrative expenses ($146,852) and share-based compensation expense ($77,400).

For the nine months ended September 30, 2024, the company had net income of $5,646,336, which consisted of interest earned on marketable securities held in the trust account ($6,203,404) and interest earned on bank deposits ($3,000), partially offset by general and administrative expenses ($365,896) and share-based compensation expense ($194,172).

For the three and nine months ended September 30, 2023, the company had no net income (loss).

Liquidity and Capital Resources

Prior to the IPO, Acme Acquisition Corp.’s only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor.

On February 13, 2024, the company consummated the IPO of 18,400,000 Class A ordinary shares, including the full exercise of the underwriter’s over-allotment option, at $10.00 per share, generating gross proceeds of $184,000,000. Simultaneously, the company sold 509,000 Private Placement Shares to the Sponsor at $10.00 per share, generating gross proceeds of $5,090,000.

A total of $184,000,000 was placed in the trust account. The company incurred $8,180,834 in IPO-related costs, including $1,840,000 of upfront cash underwriting fees, $5,520,000 of deferred underwriting fees, and $820,834 of other offering costs.

For the nine months ended September 30, 2024, cash used in operating activities was $675,961. As of September 30, 2024, the company had marketable securities held in the trust account of $190,203,404 (including $6,203,404 of interest income) and cash of $1,785,636 outside the trust account.

The company believes the funds not held in the trust account will be sufficient to pay the costs and expenses prior to the closing of its initial business combination. However, if the company’s estimate of the costs is less than the actual amount needed, it may have insufficient funds available to operate its business prior to the business combination.

Off-Balance Sheet Arrangements and Contractual Obligations

Acme Acquisition Corp. has no off-balance sheet arrangements as of September 30, 2024. The company’s only significant contractual obligation is an agreement to pay $6,458 per month to its Sponsor for office space, utilities, administrative services, and remote support services until the earlier of the completion of a business combination and its liquidation.

The underwriters are also entitled to a deferred underwriting commission of 3.0%, or $5,520,000 in the aggregate, of the gross proceeds of the IPO held in the trust account upon the completion of the company’s initial business combination.

Critical Accounting Estimates

The company has identified the following critical accounting estimates:

1. Marketable Securities in Trust Account: The company accounts for its marketable securities held in the trust account as trading securities, where they are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value are included in interest earned on marketable securities held in the trust account.

2. Recent Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on the company’s financial statements if currently adopted.