TKB Critical Technologies 1(USCT) - 2024 Q3 - Quarterly Report

Financial Performance - For the nine months ended September 30, 2024, the company reported a net income of $450,355, primarily from interest earned on marketable securities held in the Trust Account of$435,437 and a change in fair value of warrant liabilities of $529,550, offset by operational costs of$514,632[169]. - For the nine months ended September 30, 2023, the company reported a net income of $1,345,709, which included interest earned on marketable securities held in the Trust Account of$2,204,264 and forgiveness of debt of $4,692,176, despite operational costs of$4,097,406[171]. - For the three months ended September 30, 2023, the company reported a net loss of $1,267,241, primarily due to a change in fair value of warrant liabilities of$1,185,925 and operational costs of $460,206[170]. - The company had a net cash used in operating activities of$317,074 for the nine months ended September 30, 2024[178]. - The company has not generated any operating revenues to date, with only non-operating income from interest on cash and cash equivalents[168]. Business Operations - The company extended the deadline for completing an initial business combination from June 29, 2023, to October 29, 2024, following shareholder approval[164]. - The company received shareholder approval to extend the date for liquidation of the Trust Account from January 29, 2023, to June 29, 2023, with an aggregate redemption amount of approximately $181.9 million[163]. - The company expects to raise additional funds to meet operating expenditures prior to the initial business combination, raising substantial doubt about its ability to continue as a going concern within one year from the issuance of the condensed financial statements[182]. Financial Position - As of September 30, 2024, the company had cash of$43,585, intended for identifying and evaluating target businesses and performing due diligence[180]. - The company had drawn $1,109,412 on the 2023 Promissory Note, with$890,588 available to be drawn as of September 30, 2024[181]. - The company incurred transaction costs of $21,140,059 related to its initial public offering, with$19,774,814 recorded to additional paid-in capital[177]. - The company distributed all remaining sums in the trust account to shareholders and allowed them to retain 10% of their shares after tax deductions and up to $100,000 for dissolution expenses[183]. Accounting and Compliance - The company accounts for warrants based on specific terms and applicable guidance, with significant estimates including the fair value of warrant liabilities[190]. - The company is evaluating the impacts of recently issued accounting standards, including ASU 2023-09, which will enhance transparency in income tax disclosures effective for the annual period ending December 31, 2025[197]. - The management does not believe that any other recently issued accounting standards would have a material effect on the condensed financial statements[198]. - As of September 30, 2024, the company had no ordinary shares subject to possible redemption, and any changes in redemption value are recognized immediately[193]. - The company did not have any dilutive securities or contracts that could potentially be exercised or converted into ordinary shares as of September 30, 2024[195]. - The company has no off-balance sheet financing arrangements as of September 30, 2024, and does not participate in transactions that create relationships with unconsolidated entities[186]. Sponsorship and Fees - The company had an agreement to pay its sponsor a monthly fee of$10,000 for office space and administrative support, which was terminated on June 28, 2023[187]. - The underwriters waived their entitlement to a deferred fee of $8,800,000, which would have been payable from the Trust Account upon completion of the initial business combination[188].