Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $602,258, compared to a net income of $1,811,817 for the same period in 2023 [107]. - For the six months ended June 30, 2024, the company had a net loss of $3,069,359, which included a $2,000,000 subscription agreement expense recognized as part of the Merger Agreement [107]. - The company incurred net cash used in operating activities of $2,852,308 for the six months ended June 30, 2024, compared to $372,058 for the same period in 2023 [110]. Assets and Liabilities - As of June 30, 2024, the company had $6,524,611 held in the Trust Account for a Business Combination and a working capital deficit of $5,897,306 [112]. - As of June 30, 2024, the company had $449,214 in outstanding Working Capital Loans, which may be repaid from the proceeds of the Trust Account if a Business Combination is completed [118]. - As of June 30, 2024, the Company accrued $298,939 as 'Due to affiliate' for administrative services fees [124]. - The Company has no off-balance sheet financing arrangements as of June 30, 2024 [125]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services [128]. Business Combination and Acquisition Plans - The company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote [112]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a Business Combination [105]. - The company has focused on industries that complement its management's background for potential acquisition opportunities [104]. Financing and Capital Structure - The company generated gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022 [109]. - The underwriters received a cash underwriting discount of $5,000,000 at the IPO closing, with a total deferred fee of $10,812,500 related to the underwriting commissions [122]. - The deferred underwriting commissions of $10,812,500 were waived by the underwriters, recorded as additional paid-in capital [123]. - The Company entered into Loan and Transfer Agreements totaling $200,000 with New Sponsor, Apogee, and Sheth, with $119,540 and $161,575 recorded as interest expense for the three and six months ended June 30, 2024, respectively [120]. Interest and Expenses - The company recorded interest expense of $229,919 related to the amortization of the debt discount for the six months ended June 30, 2024 [119]. - The Company incurred $30,000 and $60,000 in administrative service fees for the three and six months ended June 30, 2024, respectively [121]. Accounting and Regulatory Matters - The Company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements [127]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [130].
PowerUp Acquisition (PWUP) - 2024 Q2 - Quarterly Report