markdown Part I. Financial Information [Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents Cohen Circle Acquisition Corp. I's unaudited condensed financial statements for the period ended September 30, 2024, reflecting its pre-IPO status and limited activities [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) As of September 30, 2024, the company reported total assets of **$218,245** and a shareholder's deficit of **($469,593)**, reflecting its pre-IPO financial position Condensed Balance Sheet Data (Unaudited) | Account | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $100 | $100 | | Deferred offering costs | $218,145 | $0 | | **Total Assets** | **$218,245** | **$100** | | **Liabilities & Shareholder's Deficit** | | | | Accrued offering costs | $437,761 | $229,948 | | Promissory note – related party | $250,077 | $189,659 | | **Total Liabilities** | **$687,838** | **$419,607** | | **Total Shareholder's Deficit** | **($469,593)** | **($419,507)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The company incurred net losses from formation and administrative costs, with the net loss for the nine months ended September 30, 2024, increasing to **($50,086)** Condensed Statements of Operations (Unaudited) | Period | 2024 | 2023 | | :--- | :--- | :--- | | **Three Months Ended Sep 30** | | | | Net Loss | ($15,431) | ($5,000) | | **Nine Months Ended Sep 30** | | | | Net Loss | ($50,086) | ($35,580) | | Basic and Diluted Net Loss per Share | ($0.01) | ($0.01) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, the company reported **zero** net cash used in operating activities, with its cash balance remaining unchanged at **$100** - Net cash used in operating activities for the nine months ended September 30, 2024 and 2023 was **zero**[16](index=16&type=chunk) - The cash balance remained at **$100** at the beginning and end of the period[16](index=16&type=chunk) Supplemental Non-cash Activities (Nine Months Ended Sep 30) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Deferred offering costs in accrued offering costs | $207,645 | $114,881 | | Deferred offering costs paid via promissory note | $10,500 | $47,458 | [Notes to Condensed Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes provide critical context, detailing the company's formation as a SPAC, its IPO on October 15, 2024, raising **$230 million**, and related-party transactions - The company was incorporated in the Cayman Islands on October 26, 2021, for the purpose of effecting a business combination[17](index=17&type=chunk) - On October 15, 2024, the company consummated its IPO of 23,000,000 units at $10.00 per unit, generating gross proceeds of **$230 million**[20](index=20&type=chunk)[50](index=50&type=chunk)[78](index=78&type=chunk) - Simultaneously with the IPO, the company sold 715,000 placement units at $10.00 per unit in a private placement, generating gross proceeds of **$7.15 million**[21](index=21&type=chunk)[51](index=51&type=chunk)[79](index=79&type=chunk) - Following the IPO and private placement, **$231.15 million** was placed in a trust account[24](index=24&type=chunk)[80](index=80&type=chunk) - As of September 30, 2024, the company had borrowed **$250,077** under a non-interest bearing promissory note from its Sponsor, which was repaid at the IPO closing[58](index=58&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and operations as a blank check company, reporting a net loss of **($50,086)** for the nine months ended September 30, 2024 - The company is a blank check company with no operations or revenue to date; activities have been limited to organizational tasks and IPO preparation[83](index=83&type=chunk)[85](index=85&type=chunk) Net Loss Summary | Period | Net Loss | | :--- | :--- | | Three months ended Sep 30, 2024 | $15,431 | | Three months ended Sep 30, 2023 | $5,000 | | Nine months ended Sep 30, 2024 | $50,086 | | Nine months ended Sep 30, 2023 | $35,580 | - Subsequent to the quarter, the company raised **$230 million** from its IPO and **$7.15 million** from a private placement, placing **$231.15 million** in a trust account[89](index=89&type=chunk)[90](index=90&type=chunk) - The company has contractual obligations to pay its Sponsor's affiliate $25,000 per month for administrative services and its CFO $12,500 per month, commencing October 11, 2024[96](index=96&type=chunk) - A deferred underwriting fee of **$9.8 million** is payable from the trust account upon completion of a Business Combination[97](index=97&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is **not required** to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is **not required** to provide the information for this item[100](index=100&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2024, with no material changes to internal controls - Based on an evaluation by management, the company's disclosure controls and procedures were concluded to be **effective** as of September 30, 2024[102](index=102&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[103](index=103&type=chunk) Part II. Other Information [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - **None**[105](index=105&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company indicates **no material changes** to the risk factors previously disclosed in its final IPO prospectus filed on October 11, 2024 - As of the date of this report, there have been **no material changes** to the risk factors previously disclosed in the company's final IPO prospectus[106](index=106&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company completed its IPO and a private placement on October 15, 2024, raising **$230 million** and **$7.15 million**, with **$231.15 million** placed in a trust account - On October 15, 2024, the company consummated its IPO of 23,000,000 Units at $10.00 per unit, generating gross proceeds of **$230 million**[108](index=108&type=chunk) - Simultaneously, the company sold 715,000 Placement Units in a private placement at $10.00 per unit, generating gross proceeds of **$7.15 million**[109](index=109&type=chunk) - An aggregate of **$231.15 million** from the IPO and private placement was placed in the Trust Account[110](index=110&type=chunk) - Total transaction costs amounted to $14,373,989, including a $4,000,000 cash underwriting fee and a **$9.8 million** deferred underwriting fee[111](index=111&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - **None**[111](index=111&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports that this item is not applicable - **None**[111](index=111&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information - **None**[111](index=111&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including key legal and financial documents - The report includes a list of filed exhibits, such as the Underwriting Agreement, Warrant Agreement, Registration Rights Agreement, and officer certifications required by the Sarbanes-Oxley Act[113](index=113&type=chunk) Signatures [Signatures](index=30&type=section&id=Signatures) The quarterly report was signed on November 14, 2024, by Betsy Z. Cohen (Chairman, President, CEO) and R. Maxwell Smeal (CFO) - The report was signed on November 14, 2024, by Betsy Z. Cohen (Principal Executive Officer) and R. Maxwell Smeal (Principal Financial Officer)[116](index=116&type=chunk)
Cohen Circle Acquisition Corp. I(CCIRU) - 2024 Q3 - Quarterly Report