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Plum Acquisition(PLMJ) - 2024 Q1 - Quarterly Report

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[116]. - 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[119]. - The Company extended the deadline to complete a business combination from July 30, 2023, to July 30, 2024, with shareholders redeeming 13,532,591 Class A ordinary shares for approximately $140.8 million[127]. - On January 29, 2024, the Company extended the deadline for its initial business combination to January 30, 2025, with shareholders redeeming 12,433,210 Class A ordinary shares for approximately $134.1 million[129]. - The Company entered into a business combination agreement with Pubco and Tactical Resources Corp. on August 22, 2024, to amalgamate under the Business Corporations Act of British Columbia[132]. - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Units, primarily intended for consummating a Business Combination[120]. - 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[121]. - The Company signed a non-binding letter-of-intent for a business combination with Glowforge Inc. on July 26, 2023, which was later terminated in Q4 2023[131]. 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[136]. - 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 on investments held in the Trust Account[137]. - 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[146]. - The company incurred net cash used in operating activities of $215,423 for the three months ended March 31, 2024, primarily due to various expenses including stock-based compensation and changes in working capital[138]. - The company had 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[140]. - The company had net cash used in financing activities of $133,352,848 for the three months ended March 31, 2024, primarily due to payments to redeeming shareholders[140]. - The company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination and may withdraw interest income to pay income taxes[142]. - The company may incur significant costs in pursuit of its initial business combination and may need additional financing to complete it[144]. Shareholder Redemptions - As of January 29, 2024, 12,433,210 Class A ordinary shares were tendered for redemption, totaling approximately $134,059,215, leaving $24,629,032 in the Company's Trust Account[159]. - Approximately 13,532,591 Class A ordinary shares were redeemed at a price of approximately $10.41 per share, totaling around $140,838,808[159]. - The Company recognizes 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[160]. Debt and Financing - The Original Sponsor and the Sponsor agreed to pay $112,500 in extension contributions in December 2023 and January 2024[134]. - 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 balance[157]. - The outstanding balance under the Sponsor Promissory Note as of March 31, 2024, was $481,367[161]. - The aggregate fair value of the Working Capital Loan upon issuance was $219,441, which was forgiven by the Sponsor on December 27, 2023[161]. - The Company entered into a Subscription Agreement allowing the Sponsor to raise up to $1,500,000 to fund extension payments and working capital[152]. Accounting and Regulatory Matters - 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 the fair value of the Public Warrants due to lack of meaningful volatility[164]. - The Company has identified critical accounting estimates that could materially affect financial condition, including the valuation of Public and Private Placement Warrants[165]. - The FASB issued ASU 2023-09, effective after December 15, 2024, aimed at enhancing income tax disclosures, which the Company is currently evaluating[166]. - The Company has classified all Public Shares outside of permanent equity due to redemption provisions not solely within its control[159].