Plum Acquisition(PLMJ) - 2022 Q1 - Quarterly Report

PART I—FINANCIAL INFORMATION Item 1. Condensed Financial Statements Alpha Partners Technology Merger Corp.'s unaudited Q1 2022 financial statements reflect pre-business combination status, dominated by trust account investments and net income from warrant liability revaluation Condensed Balance Sheets As of March 31, 2022, total assets were $284.8 million, primarily trust account investments, with $14.7 million in liabilities and a $12.5 million shareholders' deficit Condensed Balance Sheet Highlights (as of March 31, 2022) | Category | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Assets | | | | Cash | $1,740,087 | $2,124,185 | | Investments held in Trust Account | $282,536,651 | $282,508,321 | | Total Assets | $284,768,437 | $285,166,743 | | Liabilities & Shareholders' Deficit | | | | Warrant liabilities | $4,461,891 | $8,276,150 | | Deferred underwriting fee payable | $9,887,500 | $9,887,500 | | Total Liabilities | $14,740,549 | $18,356,904 | | Class A ordinary shares subject to possible redemption | $282,536,651 | $282,508,321 | | Total Shareholders' Deficit | ($12,508,763) | ($15,698,482) | Condensed Statements of Operations Q1 2022 net income of $3.2 million was primarily driven by a $3.8 million non-cash gain on warrant liabilities, offsetting operating costs Condensed Statement of Operations Summary | Item | Three Months Ended March 31, 2022 | Period from Feb 5, 2021 to Mar 31, 2021 | | :--- | :--- | :--- | | Operating and formation costs | ($624,540) | ($11,764) | | Interest and dividend income on investments | $28,330 | $0 | | Change in fair value of warrant liabilities | $3,814,259 | ($1,030,208) | | Net income (loss) | $3,218,049 | ($2,255,514) | | Basic and diluted net income (loss) per share | $0.09 | ($0.36) | Condensed Statements of Changes in Shareholders' Deficit Shareholders' deficit improved from $15.7 million to $12.5 million in Q1 2022, primarily due to a $3.2 million net income - The shareholders' deficit decreased from $15.7 million to $12.5 million during the first quarter of 2022, primarily due to the net income of $3.2 million[20] Condensed Statements of Cash Flows Net cash used in operating activities was $384,098 for Q1 2022, with no financing or investing activities, ending with $1.74 million cash Cash Flow Summary (Three Months Ended March 31, 2022) | Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($384,098) | | Net cash provided by financing activities | $0 | | Net Change in Cash | ($384,098) | | Cash—Beginning of period | $2,124,185 | | Cash—End of period | $1,740,087 | Notes to Condensed Financial Statements (Unaudited) Notes detail the company's blank check nature, going concern doubt due to limited liquidity, warrant accounting, and commitments - The Company is a blank check company formed to effect a Business Combination and has 24 months from its IPO to do so[27][39] - Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to its liquidity condition, as cash held outside the trust account may be insufficient to operate for the next 12 months[43][44] - Warrants are accounted for as liabilities at fair value, with changes recognized in the statement of operations, due to specific terms precluding equity classification under ASC 815-40[56][100] - The company has a commitment to pay an affiliate of the Sponsor $55,000 per month for administrative support services[84] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the blank check company's Q1 2022 net income of $3.2 million, limited liquidity of $1.74 million, and potential need for additional financing - The company is a blank check company with the purpose of effectuating a business combination, with activities focused on organization, IPO, and target search[117][126] - For Q1 2022, net income of $3,218,049 was driven by a $3,814,259 gain on the fair value of warrant liability, offsetting $624,540 in operating costs[127] - As of March 31, 2022, the company had $1,740,087 in cash held outside the Trust Account to fund its search for a business combination and other operating expenses[132] - The company may have insufficient funds to operate for the next year and may need to obtain additional financing from its Sponsor or affiliates to complete a business combination[135] Item 3. Quantitative and Qualitative Disclosures About Market Risk This item is not applicable as the company qualifies as a smaller reporting company - The company is a smaller reporting company and is not required to provide the information under this item[147] Item 4. Controls and Procedures Disclosure controls were ineffective as of March 31, 2022, due to a material weakness in warrant accounting, with remediation efforts underway - A material weakness was identified in internal control over financial reporting due to the incorrect initial accounting for warrants as equity instead of liabilities[149] - As a result of the material weakness, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of March 31, 2022[150] - Remediation efforts are underway, including enhancing processes to identify and apply complex accounting standards[152] PART II—OTHER INFORMATION Item 1. Legal Proceedings The company reports no legal proceedings - None[153] Item 1A. Risk Factors Key risks include adverse effects from proposed SEC SPAC rules and geopolitical conditions impacting business combination efforts - Proposed SEC rules from March 30, 2022, relating to SPACs could materially and adversely affect the company's ability to negotiate and complete its Business Combination and may increase related costs and time[156] - The company's search for a Business Combination may be materially and adversely affected by geopolitical conditions resulting from the invasion of Ukraine by Russia, which could lead to market disruptions, volatility, and supply chain interruptions[157][158] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds during the period - None[160] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[161] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[162] Item 5. Other Information The company reports no other information - None[163] Item 6. Exhibits This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits filed with the report include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906, as well as various Inline XBRL files[165]