Financial Performance - The company reported a net income of $172,722 and a net loss of $409,112 for the three and nine months ended September 30, 2024, respectively [147]. - For the three months ended September 30, 2023, the company reported a net income of $26,528, while for the nine months, the net income was $585,178, with dividend income of $357,678 and $1,762,208 respectively [148]. - Dividend income earned on the Trust Account amounted to $368,522 for the three months and $1,109,332 for the nine months ended September 30, 2024 [147]. Business Combination Activities - The company entered into a Business Combination Agreement with EEW, which included a contingent earn-out of $150,000,000 based on achieving a revenue milestone of $52,000,000 for 2023 [139]. - The Business Combination Agreement with EEW was terminated on November 29, 2023, due to unmet conditions by the closing date [140]. - The GreenRock Merger Agreement was entered into on December 30, 2023, with terms including the exchange of existing securities for those of Pubco [141]. - The company extended the deadline for consummating a Business Combination from May 2, 2024, to May 2, 2025, during the 2024 EGM [144]. Financial Position and Obligations - As of September 30, 2024, the company had a cash balance of $3,708 and a working capital deficit of $5,286,927, raising substantial doubt about its ability to continue as a going concern [164]. - The company entered into a loan agreement for a principal amount of up to $335,000 on November 1, 2023, with an outstanding balance of $335,000 as of September 30, 2024 [158]. - The company issued a convertible promissory note in the aggregate principal amount of $900,000 on May 2, 2023, with an outstanding balance of $900,000 as of September 30, 2024 [161]. - The company has a deferred commission of $2,362,500 payable to underwriters upon completion of an initial Business Combination [167]. - The company has incurred a total outstanding billed amount for legal services of $913,026 as of September 30, 2024, with $456,513 considered outstanding [170]. - The company has entered into multiple loan agreements with a total principal amount of up to $1,500,000, with an outstanding balance of $1,425,402 as of September 30, 2024 [160]. - The company has a contractual obligation to pay a success fee to Maxim based on the cash available in the Trust Account prior to consummation of a transaction, with fees ranging from $200,000 to $1,000,000 depending on the cash amount [171]. Advisory and Consulting Agreements - The company entered into a letter agreement with ALANTRA Corporate Finance for financial advisory services related to potential business combinations with energy transition companies, with a retainer fee structure starting at $15,000 and potentially increasing to $40,000 per month if transaction value exceeds $400 million [172][173]. - ALANTRA's success fee for completed transactions includes $1.6 million payable by the company and an additional $1.6 million payable by the sponsor entity [174]. - For transactions not introduced by ALANTRA, the success fee is structured as 0.85% on the first $300 million and 0.4% on amounts above that, with a minimum fee of €1 million [175]. - The company has entered into a consulting agreement with MZHCI, with fees of $12,000 per month prior to De-SPAC and $15,000 thereafter, plus $120,000 in stock upon successful business combination [177]. Shareholder and Securities Information - The company issued 2,156,250 Founder Shares to the sponsor for $25,000, with adjustments based on underwriter over-allotment, resulting in 1,968,750 shares outstanding [178][179]. - The 2023 Extension Note issued to the sponsor has a principal amount of $900,000, with $75,000 monthly payments until the initial business combination is completed [191]. - The company has agreed to pay Gluon Partners a transaction success fee of $500,000 for transactions under $400 million and $1 million for those above, with adjustments made to the fee structure in October 2022 [195][196]. - Gluon is entitled to a cash fee of 2.0% of gross proceeds for senior, subordinated, or mezzanine debt securities financing [197]. - For equity, equity-linked, or convertible securities financing, Gluon will receive a cash fee of 5.0% of gross proceeds [197]. - Gluon Group will be reimbursed for reasonable and documented out-of-pocket expenses related to transaction services [198]. - In the event of a successful initial Business Combination, Gluon will waive any accrued fees owed [198]. - The board of directors approved the Gluon Letter Agreement, considering it fair and in the best interests of the company [200]. Management and Reporting - The preparation of consolidated financial statements requires management to make estimates and assumptions that could materially differ from actual results [201]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [203]. Operational Status - As of September 30, 2024, the company had not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination [130].
ClimateRock(CLRC) - 2024 Q3 - Quarterly Report