UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended June 30, 2023
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from to
Commission file number:
001-40207
SILVERSPAC INC.
(Exact name of registrant
as specified in its charter)
Cayman Islands | | 98-1578303 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
7 World Trade Center, 10th Floor
250 Greenwich Street New York, New York 10007
(Address of principal executive offices)
(212) 312-9265
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Exchange Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | | SLVRU | | The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share | | SLVR | | The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | | SLVRW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of August 9, 2023, there were 25,000,000
Class A ordinary shares, par value $0.0001 per share, and 6,250,000 Class B ordinary shares, par value $0.0001 per share, issued and
outstanding.
SILVERSPAC INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
SILVERSPAC INC.
CONDENSED BALANCE SHEETS
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
Current assets | |
| | |
| |
Cash | |
$ | 4,126 | | |
$ | 928 | |
Prepaid expenses | |
| 119,298 | | |
| 298,088 | |
Total Current Assets | |
| 123,424 | | |
| 299,016 | |
| |
| | | |
| | |
Marketable securities held in Trust Account | |
| 259,242,677 | | |
| 253,544,340 | |
TOTAL ASSETS | |
$ | 259,366,101 | | |
$ | 253,843,356 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 447,493 | | |
$ | 399,909 | |
Accrued offering costs | |
| 682,345 | | |
| 682,345 | |
Promissory note – related party | |
| 229,951 | | |
| 24,000 | |
Total Current Liabilities | |
| 1,359,789 | | |
| 1,106,254 | |
| |
| | | |
| | |
Warrant liabilities | |
| 726,700 | | |
| 2,199,600 | |
Deferred underwriting fee payable | |
| 8,750,000 | | |
| 8,750,000 | |
TOTAL LIABILITIES | |
| 10,836,489 | | |
| 12,055,854 | |
| |
| | | |
| | |
Commitments and contingencies (Note 6) | |
| | | |
| | |
| |
| | | |
| | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 25,000,000 shares issued and outstanding subject to possible redemption at redemption value at June 30, 2023 and December 31, 2022 | |
| 259,242,677 | | |
| 253,544,340 | |
| |
| | | |
| | |
SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and outstanding at June 30, 2023 and December 31, 2022 | |
| 625 | | |
| 625 | |
Accumulated deficit | |
| (10,713,690 | ) | |
| (11,757,463 | ) |
TOTAL SHAREHOLDERS’ DEFICIT | |
| (10,713,065 | ) | |
| (11,756,838 | ) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
$ | 259,366,101 | | |
$ | 253,843,356 | |
The accompanying notes are an integral part of
the unaudited condensed financial statements.
SILVERSPAC INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
For the Three Months Ended
June 30, | | |
For the Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
Formation and operating costs | |
$ | 199,067 | | |
$ | 305,972 | | |
$ | 429,127 | | |
$ | 578,910 | |
Loss from operations | |
| (199,067 | ) | |
| (305,972 | ) | |
| (429,127 | ) | |
| (578,910 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income: | |
| | | |
| | | |
| | | |
| | |
Change in fair value of warrant liabilities | |
| 2,003,300 | | |
| 1,855,099 | | |
| 1,472,900 | | |
| 5,590,000 | |
Interest earned on marketable securities held in Trust Account | |
| 3,012,448 | | |
| 327,490 | | |
| 5,698,337 | | |
| 343,909 | |
Total other income | |
| 5,015,748 | | |
| 2,182,589 | | |
| 7,171,237 | | |
| 5,933,909 | |
| |
| | | |
| | | |
| | | |
| | |
Net income | |
$ | 4,816,681 | | |
$ | 1,876,617 | | |
$ | 6,742,110 | | |
$ | 5,354,999 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares | |
| 25,000,000 | | |
| 25,000,000 | | |
| 25,000,000 | | |
| 25,000,000 | |
Basic and diluted net income per share, Class A ordinary shares | |
$ | 0.15 | | |
$ | 0.06 | | |
$ | 0.22 | | |
$ | 0.17 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class B ordinary shares | |
| 6,250,000 | | |
| 6,250,000 | | |
| 6,250,000 | | |
| 6,250,000 | |
Basic and diluted net income per share, Class B ordinary shares | |
$ | 0.15 | | |
$ | 0.06 | | |
$ | 0.22 | | |
$ | 0.17 | |
The accompanying notes are an integral part of
the unaudited condensed financial statements.
SILVERSPAC INC.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’
DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2023
| |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance — January 1, 2023 | |
| 6,250,000 | | |
$ | 625 | | |
$ | — | | |
$ | (11,757,463 | ) | |
$ | (11,756,838 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Re-measurement for Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| (2,685,889 | ) | |
| (2,685,889 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| — | | |
| — | | |
| — | | |
| 1,925,429 | | |
| 1,925,429 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – March 31, 2023 | |
| 6,250,000 | | |
| 625 | | |
| — | | |
| (12,517,923 | ) | |
| (12,517,298 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Re-measurement for Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| (3,012,448 | ) | |
| (3,012,448 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| — | | |
| — | | |
| — | | |
| 4,816,681 | | |
| 4,816,681 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – June 30, 2023 | |
| 6,250,000 | | |
$ | 625 | | |
$ | — | | |
$ | (10,713,690 | ) | |
$ | (10,713,065 | ) |
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
2022
| |
Class B Ordinary Shares | | |
Additional Paid-in | | |
Accumulated | | |
Total Shareholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance — January 1, 2022 | |
| 6,250,000 | | |
$ | 625 | | |
$ | — | | |
$ | (17,451,217 | ) | |
$ | (17,450,592 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Office space fees forfeited by sponsor | |
| — | | |
| — | | |
| — | | |
| 36,000 | | |
| 36,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Re-measurement for Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| (16,419 | ) | |
| (16,419 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| — | | |
| — | | |
| — | | |
| 3,478,382 | | |
| 3,478,382 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – March 31, 2022 | |
| 6,250,000 | | |
| 625 | | |
| — | | |
| (13,953,254 | ) | |
| (13,952,629 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Re-measurement for Class A ordinary shares to redemption amount | |
| — | | |
| — | | |
| — | | |
| (327,490 | ) | |
| (327,490 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| — | | |
| — | | |
| — | | |
| 1,876,617 | | |
| 1,876,617 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – June 30, 2022 | |
| 6,250,000 | | |
$ | 625 | | |
$ | — | | |
$ | (12,404,127 | ) | |
$ | (12,403,502 | ) |
The accompanying notes are an integral part of
the unaudited condensed financial statements.
SILVERSPAC INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Six Months Ended June 30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities: | |
| | |
| |
Net income | |
$ | 6,742,110 | | |
$ | 5,354,999 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
Change in fair value of warrant liabilities | |
| (1,472,900 | ) | |
| (5,590,000 | ) |
Interest earned on marketable securities held in Trust Account | |
| (5,698,337 | ) | |
| (343,909 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 178,790 | | |
| 172,064 | |
Accounts payable and accrued expenses | |
| 47,584 | | |
| 167,914 | |
Net cash used in operating activities | |
| (202,753 | ) | |
| (238,932 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from promissory note – related party | |
| 205,951 | | |
| — | |
Payment of offering costs | |
| — | | |
| (5,000 | ) |
Net cash provided by (used in) financing activities | |
| 205,951 | | |
| (5,000 | ) |
| |
| | | |
| | |
Net Change in Cash | |
| 3,198 | | |
| (243,932 | ) |
Cash – Beginning | |
| 928 | | |
| 407,210 | |
Cash – Ending | |
$ | 4,126 | | |
$ | 163,278 | |
| |
| | | |
| | |
Non-Cash Investing and Financing Activities: | |
| | | |
| | |
Remeasurement of Class A ordinary shares subject to possible redemption | |
$ | 5,698,337 | | |
$ | 343,909 | |
Office space fees forfeited by sponsor | |
$ | — | | |
$ | 36,000 | |
The accompanying notes are an integral part of
the unaudited condensed financial statements.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
SilverSPAC Inc. is a blank check company incorporated
as a Cayman Islands exempted company on January 21, 2021. On March 5, 2021, SilverSPAC Inc. effected a name change to SILVERspac Inc.
(the “Company”). The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses (“Business Combination”).
The Company is not limited to a particular industry
or geographic region for purposes of completing 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 June 30, 2023, the Company had not commenced
any operations. All activity for the period from January 21, 2021 (inception) through June 30, 2023, relates to the Company’s formation,
the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a
Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the
earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public
Offering.
The registration statement for the Company’s
Initial Public Offering was declared effective on September 9, 2021. On September 14, 2021, the Company consummated the Initial Public
Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered,
the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 4,666,667 warrants (the “Private Placement Warrants”) at a price of
$1.50 per Private Placement Warrant in a private placement to SILVERspac Sponsor LLC (the “Sponsor”), generating gross proceeds
of $7,000,000, which is described in Note 4.
Transaction costs amounted to $15,082,415, consisting
of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $1,332,415 of other offering costs.
Following the closing of the Initial Public Offering
on September 14, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public
Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) which is invested
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself
out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with
respect to interest earned on the funds held in the Trust Account that may be released to pay the Company’s taxes, if any, the
funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (i) the completion of a Business
Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company
must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at
least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted,
and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into
a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance
that the Company will be able to successfully complete a Business Combination.
The Company will provide its shareholders with
the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether
the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders
will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share),
calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds
held in the Trust Account (which interest shall be net of taxes payable). There will be no redemption rights upon the completion of a
Business Combination with respect to the Company’s warrants.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
The Company will proceed with a Business Combination
only if the Company has net tangible assets of at least $5,000,001 upon such completion of a Business Combination and, if the Company
seeks shareholder approval in connection with a Business Combination, it receives an ordinary resolution under Cayman Islands law approving
a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company.
If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to
hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles
of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”),
and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC
prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the
Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public
Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection
with a shareholder vote to approve a Business Combination. However, the Amended and Restated Memorandum and Articles of Association provide
that the Company may not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Additionally,
each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote
for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company
seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s
Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with
respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed (a) to waive its
redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination
and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance
or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination
within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights
or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their
Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account
with respect to the Founder Shares if the Company fails to complete a Business Combination.
The Company will have until September 14, 2023
(the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination
within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the trust account
and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net
of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of
creditors and the requirements of other applicable law.
The Sponsor has agreed to waive its liquidation
rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However,
if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions
from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company
does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price
per Unit ($10.00).
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services
rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction
agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per
Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust
assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to
any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any
claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed
waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to
claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective
target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s
financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as
of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Liquidity and Going Concern
As of June 30, 2023, the Company had $4,126 in
its operating bank accounts, $259,242,677 in securities held in the Trust Account to be used for a Business Combination or to repurchase
or redeem its ordinary shares in connection therewith and working capital deficit of $1,236,365. As of June 30, 2023, $9,242,677 of the
amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations and
dissolution expenses of up to $100,000.
Until the consummation of a Business Combination,
the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates,
performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire,
and structuring, negotiating and consummating the Business Combination.
The Company will need to raise additional capital
through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers,
directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able
to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures
to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential
transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern
until the earlier of the consummation of the Business Combination or September 14, 2023, the date the Company is required to liquidate.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as a going concern.
In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”),
the Company has until September 14, 2023, to consummate an initial Business Combination. It is uncertain that the Company will be able
to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date, there
will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity
to fund the working capital needs of the Company through one year from the issuance of these condensed consolidated financial statements.
Management has determined that the liquidity condition and mandatory liquidation, should an initial Business Combination not occur, and
potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments
have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 14, 2023.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2023.
The interim results for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for
the year ending December 31, 2023, or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make
comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of the condensed financial statements
in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial
statements is the determination of the fair value of warrant liabilities. Such estimates may be subject to change as more current information
becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of June 30, 2023 and December 31, 2022.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
Marketable Securities Held in Trust Account
At June 30, 2023 and December 31, 2022, substantially
all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities.
The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the
balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments
are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated
fair values of investments held in the Trust Account are determined using available market information.
Warrant Liabilities
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC
815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including
whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period
end date while the warrants are outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the
time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required
to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated
fair value of the liability classified warrants are recognized as a non-cash gain or loss on the statements of operations (see Note 9).
The Warrants do not meet the criteria for equity
treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and
adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in our statements of operations.
Class A Ordinary Shares Subject to Possible
Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable ordinary shares (including
ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company’s control) is classified as temporary equity. The Company’s Class A ordinary
shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence
of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, Class A ordinary shares subject to possible redemption
is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed
balance sheets.
The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end
of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from
initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges
against additional paid-in capital and accumulated deficit.
At June 30, 2023 and December 31, 2022, the Class
A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:
Gross proceeds | |
$ | 250,000,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (7,166,666 | ) |
Class A ordinary shares issuance costs | |
| (14,318,926 | ) |
Plus: | |
| | |
Remeasurement of carrying value to redemption value | |
| 25,029,932 | |
Class A ordinary shares subject to possible redemption, December 31, 2022 | |
| 253,544,340 | |
Plus: | |
| | |
Remeasurement of carrying value to redemption value | |
| 2,685,889 | |
Class A ordinary shares subject to possible redemption, March 31, 2023 | |
| 256,230,229 | |
Plus: | |
| | |
Remeasurement of carrying value to redemption value | |
| 3,012,448 | |
Class A ordinary shares subject to possible redemption, June 30, 2023 | |
$ | 259,242,677 | |
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
Income Taxes
The Company accounts for income taxes under ASC
740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected
future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to
be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and
no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income
tax examinations by major taxing authorities since inception.
The Company is considered an exempted Cayman
Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
As such, the Company’s income tax provision was zero for the periods presented.
Offering Costs
Offering costs consist of underwriting, legal,
accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented
as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares were charged to accumulated
deficit, due to a lack of balance in additional paid in capital, upon the completion of the Initial Public Offering. Offering costs amounted
to $15,082,415, of which $14,260,300 was charged to shareholders’ deficit upon the completion of the Initial Public Offering and
$822,115 was expensed to the statements of operations.
Net Income per Ordinary Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income
by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating
earnings per share. Re-measurement associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share
as the redemption value approximates fair value.
The calculation of diluted income per share does
not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since
the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,000,000
Class A ordinary shares in the aggregate. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts
that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted
net income per ordinary share is the same as basic net income per ordinary share for the period presented.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
The following table reflects the calculation
of basic and diluted net income per ordinary share (in dollars, except per share amounts):
| |
For the Three Months Ended June 30, | | |
For the Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Basic and diluted net income per ordinary share | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Allocation of net income | |
$ | 3,853,345 | | |
$ | 963,336 | | |
$ | 1,501,294 | | |
$ | 375,323 | | |
$ | 5,393,688 | | |
$ | 1,348,422 | | |
$ | 4,283,999 | | |
$ | 1,071,000 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 25,000,000 | | |
| 6,250,000 | | |
| 25,000,000 | | |
| 6,250,000 | | |
| 25,000,000 | | |
| 6,250,000 | | |
| 25,000,000 | | |
| 6,250,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income per ordinary share | |
$ | 0.15 | | |
$ | 0.15 | | |
$ | 0.06 | | |
$ | 0.06 | | |
$ | 0.22 | | |
$ | 0.22 | | |
$ | 0.17 | | |
$ | 0.17 | |
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal
Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying
amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities
(see Note 9.)
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | 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 valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement. |
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
Recent Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed
financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the
Company sold 25,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A
ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement
Warrant (for an aggregate purchase price of $7,000,000) from the Company in a private placement. Each Private Placement Warrant is exercisable
for one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale
of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company
does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants
held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and
the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On January 21, 2021, the Sponsor paid $25,000
to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder
Shares”). In February 2021 and July 2021 (with respect to Ms. Roffman), our Sponsor transferred 25,000 Founder Shares to each
of David Z. Hirsh, Bonnie Kintzer, Dana Roffman, David Sable and Hagi Schwartz, our independent director nominees, at their original
per-share purchase price. The Founder Shares included an aggregate of up to 937,500 shares which were subject to forfeiture depending
on the extent that the underwriters’ over-allotment option was not exercised, if at all. On October 25, 2021, upon the expiration
of the 45-day period and the underwriters not exercising the over-allotment option, 937,500 Founder Shares were forfeited by the Sponsor
in order for the number of Founder Shares to collectively represent 20% of the Company’s issued and outstanding shares upon the
completion of the Initial Public Offering.
The initial shareholders have agreed, subject
to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after
the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price
of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights
issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation,
merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.
In connection with the closing of the Initial
Public Offering in September, certain qualified institutional buyers or institutional accredited investors (“Anchor Investors”)
acquired from the Sponsor an indirect economic interest in an aggregate of 1,485,606 Founder Shares at the original purchase price that
the Sponsor paid for the Founder Shares. The Sponsor has agreed to distribute such Founder Shares to the Anchor Investors after the completion
of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors
to be $8,393,674, or $5.65 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of
the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly,
the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair
value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $8,393,674, of which $369,322
were expensed to the statements of operations for the year ended December 31, 2021 and included in transaction costs attributable to
warrant liabilities and the remaining $8,024,352 was netted to accumulated deficit due to a lack of balance in additional paid in capital.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
The allocation of the Founder Shares to the director
nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718,
stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has hired
a valuation firm to assess using the lattice model, the fair value associated with the Founder Shares granted. The fair value of the
100,000 shares granted to the Company’s director nominees in February 2021 was $252,000 or $2.52 per share. The fair value of the
25,000 shares granted in July 2021 was $77,500 or $3.10 per share. The Founder Shares were granted subject to a performance condition
(i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance
condition is met under the applicable accounting literature in this circumstance. As of June 30, 2023, the Company determined the performance
conditions had not been met, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would
be recognized at the date the performance conditions are met (i.e., upon consummation of a Business Combination) in an amount equal to
the number of Founder Shares vested times the grant date fair value per share (unless subsequently modified) less the amount initially
received for the purchase of the Founder Shares.
Office Space and Indemnification Agreement
The Company entered into an office space and
indemnification agreement with the Sponsor and Silverstein Properties, commencing on September 9, 2021 through the earlier of the Company’s
consummation of a Business Combination or its liquidation, to, among other things, pay Silverstein Properties LLC a total of up to $120,000
per year for office space. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying
these fees.
On March 21, 2022, the Company entered into an
amendment to the office space and indemnification agreement (as amended, the “Amended Office Space and Indemnification Agreement”)
pursuant to which Silverstein Properties waived any prior payments that were previously owed under the original agreement and agreed
to decrease the total annual fee we would pay Silverstein Properties for office space from $120,000 to $12,000 per year, effective
from September 9, 2021. As a result of the Amended Office Space and Indemnification agreement, the Company recorded a contribution to
additional paid in capital of $36,000 during the three months ended March 31, 2022. For the three and six months ended June 30, 2023,
the company incurred $3,000 and $6,000 in fees for these services, respectively. For the three and six months ended June 30, 2022, the
company incurred $3,000 and $6,000 in fees for these services, respectively. As of June 30, 2023, and December 31, 2022, there was $22,000
and $16,000 included in accrued expenses in the accompanying condensed balance sheets.
Related Party Loans
Promissory Note
On January 26, 2021, the Company issued an unsecured
promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal
amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021, or the consummation
of the Initial Public Offering. The outstanding amount of $258,731 was repaid during the Initial Public Offering.
Working Capital Loans
In order to fund working capital deficiencies
or to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the
Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). Except as described below, the terms of such Working Capital Loans have not been determined and no written agreements
exist with respect to such loans.
If the Company completes a Business Combination,
the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working
Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close,
the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in
the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid in cash upon consummation
of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may
be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical
to the Private Placement Warrants.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
On November 8, 2022, the Company issued a promissory
note to the Sponsor in an aggregate amount of $250,000 (the “Working Capital Promissory Note”). The Working Capital Promissory
Note is non-interest bearing and is due and payable in full in cash (and is not convertible in warrants) on the earlier of (i) the date
by which we have to complete a Business Combination and (ii) the effective date of a Business Combination.
On December 13, 2022, the Company drew $24,000
on the Working Capital Loan.
On February 17, 2023, April 19, 2023, May 8,
2023 and June 16, 2023, the Company drew an additional $103,951, $8,000, $40,000 and $54,000, respectively, on the Working Capital Loan.
As of June 30, 2023 and December 31, 2022, there
was $229,951 and $24,000 outstanding of Working Capital Loans under the Working Capital Promissory Note.
Consulting
From time to time, an affiliate of the Sponsor
performs consulting services to the Company. For the period ended June 30, 2023 and 2022, there was $0 and $30,000 amounts incurred and
paid for these services.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant to a registration rights agreement entered
into on September 9, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion
of the 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 Working Capital Loans and upon conversion of the Founder Shares) are entitled to certain registration
rights. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the
Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to the completion of the Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that
the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination
of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting Agreement
The Company granted the underwriters a 45-day
option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting
discounts and commissions. On October 25, 2021, the over-allotment option expired unexercised.
The underwriters were entitled to a cash underwriting
discount of $0.20 per Unit, or $5,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters
are entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters
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.
On October 25, 2021, upon the expiration of the
45-day period and the underwriters not exercising the over-allotment option, the Sponsor surrendered, for no consideration, 937,500 Class
B ordinary shares held by the Sponsor.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
Deferred Legal Fee
In connection with the closing of the Initial
Public Offering, the Company became obligated to pay its attorneys a deferred legal fee of $681,933 upon consummation of a Business Combination.
Accordingly, the Company recorded $681,933 as accrued offering costs in the accompanying balance sheets. The deferred fee will be forfeited
by the attorneys in the event that the Company fails to complete a Business Combination.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company
is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights
and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December 31, 2022,
there were no preference shares issued or outstanding.
Class A Ordinary Shares —
The Company is authorized to issue 200,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A
ordinary shares are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 25,000,000 Class A ordinary
shares issued and outstanding, including 25,000,000 shares of Class A ordinary shares subject to possible redemption, which are presented
as temporary equity.
Class B Ordinary Shares —
The Company is authorized to issue 20,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B
ordinary shares are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 6,250,000 Class B ordinary
shares issued and outstanding. On October 25, 2021, upon the expiration of the 45-day period and the underwriters not exercising the
over-allotment option, 937,500 Class B ordinary shares were forfeited by the Sponsor in order for the number of Founder Shares to collectively
represent equal 20% of the Company’s issued and outstanding ordinary shares upon the completion of the Initial Public Offering.
Holders of Class B ordinary shares will
have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A ordinary shares
and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except
as required by law.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one
basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed
issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the Business Combination, the ratio
at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority
of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance
or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will
equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of
the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection
with the Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business
Combination.
NOTE 8. WARRANT LIABILITIES
At June 30, 2023 and December 31, 2022, there
are 8,333,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will
be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business
Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption
or liquidation.
The Company will not be obligated to deliver
any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant
exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable
upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying
its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for
cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption is available.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
The Company has agreed that as soon as practicable,
but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts
to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration
statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants,
and the Company will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the
closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above,
if the Class A ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may,
at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or
maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per
Class A ordinary share equals or exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding
Public Warrants (except with respect to the Private Placement Warrants):
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per Public Warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and |
| ● | if,
and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period
ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference
Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant). |
If and when the warrants become redeemable by
the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities
for sale under all applicable state securities laws.
Redemption of Warrants When the Price per
Class A Ordinary Share Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding
warrants:
| ● | in
whole and not in part; |
| ● | at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market
value of the Class A ordinary shares; |
| ● | if,
and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon
exercise or the exercise price of a warrant); and |
| ● | if
the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the
exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the
outstanding Public Warrants, as described above. |
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
The exercise price and number of Class A
ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share
dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the
Public Warrants will not be adjusted for issuances of Class A ordinary shares at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional
Class A ordinary shares or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination
at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue
price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or
its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business
Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the
20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price,
the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per
share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued
Price.
As of June 30, 2023 and December 31, 2022, there
are 4,666,667 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying
the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable
upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion
of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on
a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted
transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
SILVERSPAC INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
NOTE 9. FAIR VALUE MEASUREMENTS
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022,
and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description | |
Level | | |
June 30,
2023 | | |
December 31, 2022 | |
Assets: | |
| | |
| | |
| |
Marketable securities held in Trust Account | |
| 1 | | |
$ | 259,242,677 | | |
$ | 253,544,340 | |
Liabilities: | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants | |
| 2 | | |
$ | 465,833 | | |
$ | 1,410,000 | |
Warrant liability – Private Placement Warrants | |
| 2 | | |
$ | 260,867 | | |
$ | 789,600 | |
The warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities
are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statements of operations.
For periods subsequent to the detachment of the
Public Warrants from the Units on November 1, 2021, the closing price of the Public Warrants will be used as the fair value as of each
relevant date. The subsequent measurements of the Private Placement Warrants are classified as Level 2 due to the use of the closing
price of the Public Warrants, an observable market quote for a similar asset in an active market. As of June 30, 2023, the fair
value of the public warrant liability was re-classified as level 2 due to the insufficient trading volume. For June 30, 2023 and December
31, 2022, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value.
Transfers to/from Levels 1, 2 and 3 are recognized
at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out
of Level 3 from other levels in the fair value hierarchy during three and six months ended June 30, 2023, and the year ended December
31, 2022.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly
Report”) to “we,” “us,” “our” or the “Company” refer to SILVERspac Inc., except
where the context requires otherwise. References to our “management” or our “management team” refer to our officers
and directors, and references to the “Sponsor” refer to SILVERspac Sponsor LLC. 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 Quarterly Report. Certain information contained in the discussion and analysis set forth below
includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking
Statements
This Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act 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 Form 10-Q including, without limitation, statements in this “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Business Combination,
the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking
statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”
“seek” and variations and similar words and expressions are intended to identify such forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking. 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 most recent Annual Report on Form
10-K filed with 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
We are a blank check company incorporated as
a Cayman Islands exempted company on January 21, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our Business Combination
using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt
or a combination of cash, shares and debt.
We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from January 21, 2021 (inception) through June 30, 2023, were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and, subsequent to the Initial Public Offering, identifying
a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business
Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the three months ended June 30, 2023, we
had a net income of $4,816,681, which consists of the interest earned on marketable securities held in the Trust Account of $3,012,448
and change in fair value of warrant liabilities of $2,003,300, offset by operating and formation costs of $199,067.
For the three months ended June 30, 2022, we
had a net income of $1,876,617, which consists of the change in fair value of warrant liabilities of $1,855,099 and interest earned on
marketable securities held in the Trust Account of $327,490, offset by operating and formation costs of $305,972.
For the six months ended June 30, 2023, we had
a net income of $6,742,110, which consists of the interest earned on marketable securities held in the Trust Account of $5,698,337 and
change in fair value of warrant liabilities of $1,472,900, offset by operating and formation costs of $429,127.
For the six months ended June 30, 2022, we had
a net income of $5,354,999, which consists of the change in fair value of warrant liabilities of $5,590,000 and interest earned on marketable
securities held in the Trust Account of $343,909, offset by operating and formation costs of $578,910.
Liquidity and Capital Resources; Going Concern
On September 14, 2021, we consummated the Initial
Public Offering of 25,000,000 Units at $10.00 per Unit, generating gross proceeds of $250,000,000. Simultaneously with the closing of
the Initial Public Offering, we consummated the sale of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement
Warrant in a private placement to the Sponsor, generating gross proceeds of $7,000,000.
Following the closing of the Initial Public Offering
and the sale of the Private Placement Warrants, a total of $250,000,000 was placed in the Trust Account. We incurred $15,082,415 in Initial
Public Offering related costs, including $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $1,332,415 of
other costs.
For the six months ended June 30, 2023, net cash
used in operating activities was $202,753. Net income of $6,742,110 was affected by change in fair value of warrant liabilities of $1,472,900
and interest earned on marketable securities held in the Trust Account of $5,698,337. Changes in operating assets and liabilities provided
$226,374 of cash from operating activities.
For the six months ended June 30, 2022, net cash
used in operating activities was $238,932. Net income of $5,354,999 was affected by change in fair value of warrant liabilities of $5,590,000
and interest earned on marketable securities held in the Trust Account of $343,909. Changes in operating assets and liabilities provided
$339,978 of cash from operating activities.
As of June 30, 2023, we had marketable securities
held in the Trust Account of $259,242,677 (including $9,242,677 of interest income) consisting of money market funds which are invested
in U.S. Treasury Securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all
of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable
and excluding deferred underwriting commissions), to complete our Business Combination. To the extent that our ordinary shares or debt
is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account
will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our
growth strategies.
As of June 30, 2023, we had cash of $4,126. We
intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate
and complete a Business Combination, and to pay taxes, if any, to the extent the interest earned on the Trust Account is not sufficient
to pay any applicable taxes.
On November 8, 2022, the Company issued a promissory
note to the Sponsor in an aggregate amount of $250,000 (the “Working Capital Promissory Note”). The Working Capital Promissory
Note is non-interest bearing and is due and payable in full in cash on the earlier of (i) the date by which we have to complete a Business
Combination and (ii) the effective date of a Business Combination.
In order to finance transaction costs in connection
with a Business Combination, the Sponsor, or certain of our officers and directors or their respective affiliates may, but are not obligated
to (except for any obligation pursuant to the Working Capital Promissory Note), loan us funds as may be required. If we complete a Business
Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid
only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of the
working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for
such repayment.
The Company will need to raise additional capital
through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers,
directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able
to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures
to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential
transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern
until the earlier of the consummation of the Business Combination or September 14, 2023, the date the Company is required to liquidate.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as a going concern.
In connection with the Company’s assessment
of going concern considerations in accordance with ASC 205-40, the Company has until September 14, 2023, to consummate an initial Business
Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial
Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.
Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the
issuance of these condensed consolidated financial statements. Management has determined that the liquidity condition and mandatory liquidation,
should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s
ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company
be required to liquidate after September 14, 2023.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than an agreement to pay Silverstein Properties a total of up
to $12,000 per year for office space. As of June 30, 2023, we have not made any payments to Silverstein Properties pursuant to the Amended
Office Space and Indemnification Agreement. The Amended Office Space and Indemnification Agreement will terminate upon the earlier of
our consummation of a Business Combination or our liquidation. As of June 30, 2023 and December 31, 2022, there was $22,000 and $16,000
included in accrued expenses in the accompanying condensed balance sheets.
The underwriters are entitled to a deferred fee
of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriters 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.
In connection with the closing of the Initial
Public Offering, the Company became obligated to pay its attorneys a deferred legal fee of $681,933 upon consummation of a Business Combination,
of which such amount is included in accrued expenses in the accompanying condensed balance sheet at June 30, 2023 and December 31, 2022.
The deferred fee will be forfeited by the attorneys in the event that the Company fails to complete a Business Combination.
Critical Accounting Policies
The preparation of condensed financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States of America (GAAP) 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 critical accounting policies:
Warrant Liabilities
We account for the warrants issued in connection
with our Initial Public Offering in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria
for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and
adjust the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in our statements of operations.
Class A Ordinary Shares Subject to Redemption
We account for our ordinary shares subject to
possible conversion in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability
instrument and measured at fair value. 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 our
control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary
shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future
events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of
the shareholders’ deficit section of our condensed balance sheets.
Net Income Per Ordinary Share
Net income per ordinary share is computed by
dividing net income by the weighted average number of ordinary shares outstanding during the period. We apply the two-class method in
calculating earnings per share. Re-measurement associated with the redeemable shares of Class A ordinary shares is excluded from
earnings per share as the redemption value approximates fair value.
Recent Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
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.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed
to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our
management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.
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 June 30, 2023. Based on this evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that as of June 30, 2023, our disclosure controls and procedures were not effective, due to
a material weakness in our internal control related to properly recording and accruing expenses. As a result, we performed additional
analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes
that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial
position, results of operations and cash flows for the period presented.
Management intends to implement remediation steps
to improve our disclosure controls and procedures and our internal control over our accrual process. Specifically, we intend to work
closely with all our advisors to ensure balances being recorded at each period end represent the accurate amounts the Company owes.
Changes in Internal Control over Financial
Reporting
There was no change in our internal control over
financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act during the fiscal quarter ended June
30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to
differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with
the SEC on March 28, 2023. Any of those 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. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed
in our Annual Report on Form 10-K filed with the SEC March 28, 2023. We may disclose changes to such factors or disclose additional factors
from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
(a). None.
(b). None.
(c). During the three months ended June 30, 2023,
no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1
trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
The following exhibits are filed as part of,
or incorporated by reference into, this Quarterly Report on Form 10-Q.
* |
Filed
herewith. |
** |
Furnished
herewith. |
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.
|
SILVERSPAC
INC. |
|
|
|
Date:
August 9, 2023 |
By: |
/s/
Charles Federman |
|
Name: |
Charles
Federman |
|
Title: |
Chief
Executive Officer and Director |
|
|
(Principal
Executive Officer) |
|
|
|
Date:
August 9, 2023 |
By: |
/s/
Tal Kerret |
|
Name: |
Tal
Kerret |
|
Title: |
Chairman
and Chief Financial Officer |
|
|
(Principal
Financial Officer and
Principal Accounting Officer) |
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In connection with the Quarterly Report of SILVERspac
Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange
Commission (the “Report”), I, Charles Federman, Chief Executive Officer and Director of the Company, certify, pursuant to
18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
In connection with the Quarterly Report of SILVERspac
Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange
Commission (the “Report”), I, Tal Kerret, Chairman and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: