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Plum Acquisition(PLMJ) - 2024 Q2 - Quarterly Report

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[113]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[113]. - The net proceeds of approximately $282.5 million from the IPO and related transactions were placed in a Trust Account, to be invested in U.S. government securities[116]. Business Combination and Agreements - A non-binding letter of intent for a business combination with Glowforge Inc. was signed on July 26, 2023, but was terminated in Q4 2023[128][130]. - On August 22, 2024, the Company entered into a business combination agreement with Pubco and Tactical Resources Corp.[131]. - The Company extended the deadline to complete a business combination to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[125][126]. - The Company expects to incur significant costs in pursuit of its initial business combination and cannot assure successful completion[120]. - The company has until January 30, 2025, to complete a business combination, after which a mandatory liquidation will occur if not completed[146]. Financial Performance - For the three months ended June 30, 2024, the company recorded a net income of $407,059, driven by a gain on fair value of warrant liability of $723,550 and interest and dividend income of $283,319[135]. - For the six months ended June 30, 2024, the company reported a net income of $258,823, with interest and dividend income of $1,375,300, partially offset by operating costs of $995,885 and a loss on changes in fair value of warrant liability of $120,592[138]. - For the six months ended June 30, 2024, net cash used in operating activities was $444,477, with interest and dividend income of $1,375,300 partially offset by changes in working capital[139]. Cash and Liabilities - As of June 30, 2024, the Company held cash of $49,390 and current liabilities of $1,220,250[120]. - As of June 30, 2024, the company had cash of $49,390 held outside the Trust Account and a working capital deficit of $1,109,289, which may not be sufficient for operations for at least the next 12 months[145]. - 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 income tax obligations[142]. - The outstanding balance under the Sponsor Promissory Note as of June 30, 2024, was $718,867[161]. Loans and Financial Arrangements - The company entered into a $1,500,000 Working Capital Loan in August 2023 to cover monthly Trust Account contributions and other working capital needs[145]. - The Working Capital Loan was forgiven by the Sponsor on December 27, 2023, with an aggregate fair value of $123,500 upon forgiveness[161]. Shareholder Actions - 13,532,591 Class A ordinary shares were redeemed for approximately $140,838,808 at a redemption price of about $10.41 per share[159]. - After redemptions, approximately $153,169,659 remained in the Company's trust account[159]. - 2,284,199 Class A ordinary shares subject to possible redemption remained outstanding after the last redemption[159]. Accounting and Regulatory Matters - The Company has identified critical accounting estimates that could materially affect financial condition, including the valuation of Public and Private Placement Warrants[165]. - The initial fair value of the Public Warrants was estimated using a binomial/lattice model[164]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, effective for annual periods beginning after December 15, 2024[166]. Compensation and Fees - The Chief Financial Officer is entitled to a service fee of $12,500, paid semi-monthly, until the initial business combination is completed[156]. - The Company recorded a success fee of $50,000 contingent upon the closing of the initial business combination[156].