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ALPHA PARTNERS(APTMU) - 2025 Q3 - Quarterly Report
2025-10-31 20:02
(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ 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 001-40677 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q PLUM ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or oth ...
ALPHA PARTNERS(APTMU) - 2025 Q2 - Quarterly Report
2025-08-13 21:22
IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit, with offering costs of approximately $13.75 million[181]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[181]. - The company placed approximately $282.5 million of net proceeds from the IPO and related sales into a Trust Account, which will be invested in U.S. government securities[183]. - The Company entered into a Subscription Agreement to raise up to $1,500,000 from the Investor, with $250,000 funded upon execution and another $250,000 due on February 20, 2024[226]. - The Company amended the Sponsor Promissory Note to increase the maximum amount to $2,200,000, with the option for the Sponsor to convert up to this amount into Private Placement Warrants at $1.50 per warrant[228]. Business Combination and Extensions - The company extended the deadline to complete a business combination to July 30, 2024, with shareholders redeeming 13,532,591 Class A ordinary shares for approximately $140.8 million[189]. - In a subsequent meeting, shareholders approved an extension to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[191]. - On January 16, 2025, the company extended the business combination deadline to July 30, 2025, with 2,132,366 Class A ordinary shares redeemed for approximately $24.0 million[193]. - The company further extended the deadline to July 30, 2026, with 109,347 Class A ordinary shares redeemed for approximately $1.3 million[194]. - The company has until July 30, 2026, to complete an Initial Business Combination, after which there will be a mandatory liquidation if not consummated[220]. Financial Performance - For the three months ended June 30, 2025, the company recorded a net loss of $884,943, resulting from operating and formation costs of $659,031 and a loss on fair value of warrant liability of $241,183[205]. - For the six months ended June 30, 2025, the company recorded a net loss of $1,249,483, primarily due to operating and formation costs of $1,191,762 and a loss on changes in fair value of warrant liability of $139,089[207]. - For the six months ended June 30, 2024, the company recorded net income of $258,823, driven by interest and dividend income of $1,375,300, partially offset by operating costs of $995,885[208]. - The company incurred net cash used in operating activities of $508,117 for the six months ended June 30, 2025, primarily due to net loss and interest income[209]. - As of June 30, 2025, the company had cash of $240,081 held outside the Trust Account and a working capital deficit of $4,256,190, which may not be sufficient for operations for at least the next 12 months[219]. Shareholder Actions and Redemptions - The company recorded an aggregate redemption amount of approximately $140,838,808 for 13,532,591 Class A ordinary shares at a redemption price of approximately $10.41 per share[237]. - The fair value of 331,180 Founder Shares transferable to Non-Redeeming Shareholders was estimated at $367,610, or $1.11 per share[232]. - The outstanding balance under the Second Sponsor Promissory Note as of June 30, 2025, was $100,000, which bears no interest and is to be repaid upon the consummation of the Business Combination[231]. Accounting and Reporting - The Company recognized changes in redemption value immediately, adjusting the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period[238]. - The Company has identified critical accounting estimates that could materially affect its financial condition, including the valuation of Public and Private Placement Warrants[242]. - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring enhanced segment reporting disclosures[244]. - The amendments mandate annual and interim disclosures of significant segment expenses provided to the chief operating officer decision maker (CODM)[244]. - Public entities must disclose the title and position of the CODM and how they use reported measures of segment profit or loss[244]. - Companies with a single reportable segment must provide all disclosures required by the amendments and existing segment disclosures[244]. - The Company adopted ASU 2023-07 on January 1, 2024, with no material impact on its financial statements and disclosures[244]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[245]. Operational Status - The company has not engaged in any operations or generated operating revenues to date, with activities focused on identifying a target company for a business combination[204]. - The company has entered into multiple amendments to its Original Business Combination Agreement, including provisions for a reverse stock split and lock-up of shares[201]. - The Chief Financial Officer is entitled to a fee of $12,500 for services, with additional compensation in the form of 365,000 Founder Shares and 175,000 Founder Warrants[233].
ALPHA PARTNERS(APTMU) - 2025 Q1 - Quarterly Report
2025-05-15 20:22
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Commission File Number 001-40677 PLUM ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or other jurisdiction of incorporation or organization) 2021 Fillmore St., #2089, San Francisco, CA 94115 (Address of principal executive offices) (Zip Code) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly perio ...
ALPHA PARTNERS(APTMU) - 2024 Q4 - Annual Report
2025-03-28 21:19
IPO and Financial Proceeds - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit, with offering costs of approximately $13.75 million[19]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[19]. - The total net proceeds of approximately $282.5 million from the IPO and private placements were placed in a trust account, to be invested in U.S. government securities[21]. - The company has broad discretion in applying the net proceeds from the IPO and private placements towards consummating a Business Combination[23]. - The net proceeds from the public offering and the sale of private placement units provided the company with $272,612,500 in the trust account for completing its Initial Business Combination[152]. Business Combination Agreements - The company entered into a Business Combination Agreement on August 22, 2024, to amalgamate with Tactical Resources Corp. and continue operations in British Columbia[33]. - The Company entered into a Business Combination Agreement with TRC, which includes customary representations and warranties regarding corporate organization, financial statements, and compliance with laws[36]. - The company has not actively searched for a business partner since entering into the Business Combination Agreement but may initiate a search in the future[44]. - The company anticipates that prospective partner candidates will be sourced from various unaffiliated entities, including investment firms and private equity groups[45]. - The company is not prohibited from pursuing an Initial Business Combination with an affiliated company, but will seek an independent valuation opinion to ensure fairness[46]. Deadlines and Extensions - As of January 2025, the company has extended the deadline to complete a business combination to July 30, 2025, following stockholder approvals[29]. - The deadline for the Company to consummate an Initial Business Combination has been extended from January 30, 2025, to July 30, 2025, pending shareholder approval[37]. - The company has until July 30, 2025, to complete an Initial Business Combination, after which it will cease operations and redeem public shares at a price based on the Trust Account balance[82]. - The deadline for consummating the Initial Business Combination is July 30, 2025, and failure to meet this deadline may result in the expiration of private placement units[149]. Redemption and Shareholder Rights - Public shareholders can redeem their shares for a pro rata share of the Trust Account upon completion of the Initial Business Combination, regardless of their voting decision[65]. - If the total cash consideration for redemptions exceeds the available cash, the Initial Business Combination will not be completed, and all shares submitted for redemption will be returned[66]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the public offering without prior consent, to prevent large block accumulations[73]. - The redemption process will allow shareholders to tender their shares either through a proxy solicitation or a tender offer, with specific delivery requirements[67][76]. - If the Initial Business Combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the Trust Account[81]. Financial Risks and Concerns - The company may face risks related to bankruptcy or insolvency, which could affect the ability to return $10.00 per public share to shareholders[92]. - As of December 31, 2024, the company had $27,418 in cash held outside of the Trust Account, raising substantial doubt about its ability to continue as a going concern[100]. - The company may need to seek additional financing to complete its Initial Business Combination or fund operations, which may not be available on acceptable terms[166]. - The company may incur substantial debt to complete the Initial Business Combination, which could adversely affect its financial condition and shareholder value[150]. - If third parties bring claims against the company, the funds in the Trust Account could be reduced, leading to a per-share redemption amount of less than $10.00[141]. Management and Operational Structure - The company currently has two executive officers who will devote time as needed until the Initial Business Combination is completed, with no full-time employees planned prior to that[97]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[192]. - The success of the Initial Business Combination is reliant on key personnel, and their loss could negatively impact post-combination operations and profitability[194]. - Key personnel may negotiate employment agreements with prospective partner businesses, which could create conflicts of interest[196]. Compliance and Regulatory Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs of completing acquisitions, particularly for prospective partners that may not meet internal control requirements[170]. - A material weakness in internal control over financial reporting was identified, which could lead to misstatements in financial statements if not remediated[173]. - The company has implemented remediation steps to improve internal controls, but there is no assurance that these efforts will be effective[175]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete the Initial Business Combination[130]. Market and Competitive Landscape - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger partner businesses due to financial resource constraints[95]. - The company may face intense competition from other entities for business combination opportunities, which could limit its ability to complete the Initial Business Combination[121]. - The ability of public shareholders to redeem shares for cash may deter potential business combination partners, complicating the completion of a desirable transaction[108]. Miscellaneous Considerations - The company may engage underwriters for additional services, which could lead to potential conflicts of interest due to financial incentives tied to the Initial Business Combination[204]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[202]. - The grant of registration rights to initial shareholders may complicate the completion of the Initial Business Combination and could adversely affect the market price of Class A ordinary shares[217].
ALPHA PARTNERS(APTMU) - 2024 Q3 - Quarterly Report
2024-12-20 22:09
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ 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 001-40677 PLUM ACQUISTION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or other juri ...
ALPHA PARTNERS(APTMU) - 2024 Q2 - Quarterly Report
2024-10-04 20:17
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ 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 001-40677 PLUM ACQUISTION CORP. III (Exact name of registrant as specified in its charter) | Cayman Islands | 98-1581691 | | --- | --- | | (St ...
ALPHA PARTNERS(APTMU) - 2024 Q1 - Quarterly Report
2024-09-05 01:15
IPO and Business Combination - The Company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit, with offering costs of approximately $13.75 million[155]. - Following the IPO, approximately $282.5 million of net proceeds were placed in a Trust Account, which will be invested in U.S. government securities or money market funds until a Business Combination is completed[157]. - The Company extended the deadline to complete a business combination from July 30, 2023, to January 30, 2025, with shareholders redeeming 13,532,591 Class A ordinary shares for approximately $140.8 million[164][165]. - The Company entered into a business combination agreement with Pubco and Tactical Resources Corp., which will involve amalgamation under the Business Corporations Act of British Columbia[170]. - The Company signed a non-binding letter-of-intent for a business combination with Glowforge Inc. on July 26, 2023, but the LOI was terminated in Q4 2023[169]. - The Company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[159]. - The company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination, with the expectation that interest income will cover annual income tax obligations[182]. - The company has until January 30, 2025, to complete a business combination, after which a mandatory liquidation will occur if not completed[186]. Financial Performance - For the three months ended March 31, 2024, the company recorded a net loss of $148,236, resulting from operating and formation costs of $396,075 and a loss on the changes in fair value of warrant liability of $844,142, partially offset by interest and dividend income of $1,091,981[175]. - For the three months ended March 31, 2023, the company recorded a net income of $2,120,863, primarily from interest and dividend income of $3,040,790 and business combination expense reimbursement of $374,975[176]. - As of March 31, 2024, the company had cash of $40,944 held outside the Trust Account and a working capital deficit of $579,649, which may not be sufficient for operations for at least the next 12 months[185]. - The company incurred net cash used in operating activities of $215,423 for the three months ended March 31, 2024, primarily due to operational costs and changes in working capital[177]. - The company recorded net cash provided by investing activities of $133,609,215 for the three months ended March 31, 2024, due to cash withdrawn from the Trust Account to pay redeeming shareholders[178]. - The company had no cash flows from financing activities for the three months ended March 31, 2023, and net cash used in financing activities was $133,352,848 for the three months ended March 31, 2024[179][180]. Liabilities and Financing - The Original Sponsor and the Sponsor agreed to pay $112,500 in extension contributions in December 2023 and January 2024 to support ongoing operations[172]. - The Company raised up to $1.5 million from an Investor to fund extension payments and working capital, with specific amounts due upon execution of the Subscription Agreement[168]. - The principal balance of the Sponsor Promissory Note is payable upon the consummation of an initial business combination, with no interest accruing on the unpaid principal[197]. - As of March 31, 2024, the outstanding balance under the Sponsor Promissory Note was $481,367, while the Working Capital Loan was forgiven with a fair value of $123,500[202]. - The aggregate fair value of the Working Capital Loan upon issuance was $219,441, indicating a significant reduction upon forgiveness[202]. - The company expects to incur significant costs in pursuit of its initial business combination and may need additional financing to complete it or to redeem a significant number of public shares[184]. Shareholder Activity - A total of 13,532,591 Class A ordinary shares were redeemed at approximately $10.41 per share, resulting in an aggregate redemption amount of approximately $140,838,808[200]. - After redemptions, approximately $153,169,659 remained in the Company's trust account, with 2,284,199 Class A ordinary shares still subject to possible redemption[200]. - The company has entered into non-redemption agreements with investors, estimating the aggregate fair value of 331,180 Founder Shares to be $367,610, which will be recognized as a capital contribution[195]. Accounting and Valuation - The initial fair value of the Public Warrants was estimated using a binomial/lattice model, while the fair value of the Founder and Private Placement Warrants was set equal to that of the Public Warrants due to lack of meaningful volatility[204]. - The Company has identified critical accounting estimates that could materially affect financial condition, including the valuation of Public and Private Placement Warrants[205]. - The Company recognized changes in redemption value immediately, adjusting the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period[201]. - The Company has classified all Public Shares outside of permanent equity due to redemption provisions not solely within its control[200]. - The Company is currently evaluating the impact of ASU 2023-09 on its financial statements, which will enhance income tax disclosures starting after December 15, 2024[206].
ALPHA PARTNERS(APTMU) - 2023 Q4 - Annual Report
2024-06-28 23:34
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 001-40677 PLUM ACQUISTION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or other jurisdiction ...
ALPHA PARTNERS(APTMU) - 2023 Q3 - Quarterly Report
2023-11-17 22:25
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 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 001-40677 ALPHA PARTNERS TECHNOLOGY MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State ...
ALPHA PARTNERS(APTMU) - 2023 Q2 - Quarterly Report
2023-08-21 20:20
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER 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 001-40677 ALPHA PARTNERS TECHNOLOGY MERGER CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-1581691 (State or ot ...