Financial Position - As of March 22, 2023, approximately $80.2 million was held in the trust account, with $42.6 million redeemed by shareholders at a price of approximately $10.38 per share, leaving about $37.8 million in the trust account [135]. - As of June 30, 2023, the company had cash and marketable securities in the trust account totaling $38,855,752, intended for completing a business combination [169]. - The company has outstanding promissory notes totaling $2,045,537 as of June 30, 2023, with various notes issued to the Sponsor [181]. - The Company has no long-term debt, capital lease obligations, or operating lease obligations [186]. - The outstanding amount under the Promissory Notes was $2,045,537 as of June 30, 2023 [190]. Business Combination - The Company extended the Combination Period by depositing $125,000 into the Trust Account on multiple dates, allowing for a completion deadline of August 30, 2023 [137]. - The Merger Agreement with WaveTech Group, Inc. was based on a pre-money enterprise valuation of $150.0 million and a $10.00 price per share of the Company Common Stock [139]. - The Merger Agreement was mutually terminated on June 15, 2023, along with associated Ancillary Agreements, except for the Confidentiality Agreement [145][146]. - The Company intends to complete a business combination before the mandatory liquidation date of August 30, 2023, but there is substantial doubt about its ability to continue as a going concern [173]. - The Company plans to file a registration statement for the resale of certain shares held by investors within thirty days after the Closing of the Business Combination [148]. Financial Performance - For the three months ended June 30, 2023, the Company reported a net income of $26,528, primarily from interest and dividends of $502,106, offset by operating expenses of $330,636 [159]. - For the six months ended June 30, 2023, the Company incurred a net loss of $203,673, with operating expenses totaling $1,188,958 and interest income of $1,347,196 [160]. - For the six months ended June 30, 2023, the company reported a net loss of $777,935, primarily due to operating expenses of $790,059 [162]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination [158]. Costs and Expenses - The Company incurred increased expenses due to being a public entity, including legal and compliance costs, as well as due diligence expenses related to potential Business Combinations [158]. - The Company expects to continue incurring significant costs in pursuit of acquisition plans, with no assurance of successful business combination completion [134]. - Cash used in operating activities for the six months ended June 30, 2023, was $353,358, with net cash used in investing activities at $42,037,434 [167]. - Offering costs for the IPO amounted to $4,663,218, including $1,500,000 in underwriting fees [166]. - The total cash underwriting discount paid to underwriters at the closing of the IPO was $1,545,537, with an additional deferred underwriting commission of $2,704,690 [186]. Market and Economic Conditions - The Company may be adversely affected by economic uncertainties, including inflation, interest rate increases, and geopolitical instability [196]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [197]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [198]. - Management's estimates and assumptions in financial statements may materially differ from actual results, impacting reported amounts [199]. Stock and Equity - Common stock subject to possible redemption is classified as temporary equity, reflecting uncertain future events [191]. - The company granted underwriters a 45-day option to purchase up to 1,125,000 units to cover over-allotment, generating additional gross proceeds of $2,276,860 [164]. - The company raised gross proceeds of $75,000,000 from the IPO of 7,500,000 units on December 30, 2021 [162]. - The Company computes net income (loss) per share in accordance with ASC 260-10-45, with no dilutive securities as of June 30, 2023 [192][193].
Welsbach Technology Metals Acquisition Corp.(WTMAU) - 2023 Q2 - Quarterly Report