Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $80,697, primarily due to operating expenses of $215,108 and franchise taxes of $10,400, offset by interest income of $180,541 [199]. - For the nine months ended September 30, 2024, the company had a net loss of $246,129, with operating expenses totaling $757,950 and franchise taxes of $117,212, offset by interest income of $699,861 [200]. - The company has neither engaged in any operations nor generated any operating revenues to date, with non-operating income derived solely from interest income from the IPO proceeds [198]. - The company incurred cash used in operating activities of $929,776 for the nine months ended September 30, 2024, while net cash provided by investing activities was $12,238,964 [209]. - The company had a net cash used in financing activities of $11,476,212 for the nine months ended September 30, 2024, primarily reflecting proceeds from convertible promissory notes and working capital loans [209]. Capital and Financing - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units, which included one share of common stock and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination [204]. - The company will need to raise additional capital through loans or investments to meet its working capital needs and may face challenges in obtaining such financing [215]. - The company has issued multiple promissory notes to the Sponsor, including a principal amount of $373,737 on March 20, 2024, $177,773 on June 28, 2024, and $192,069 on September 30, 2024 [188]. - As of September 30, 2024, there was $2,296,371 outstanding under the Convertible Promissory Notes [229]. - As of September 30, 2024, the company reported $1,292,679 outstanding under the Working Capital Notes, compared to $549,100 as of December 31, 2023 [230]. - The company issued a total of $772,769 in promissory notes to the Sponsor on two occasions in 2022, with no interest and payable upon consummation of the initial business combination [218][220]. - The company issued six promissory notes in the principal amount of $125,000 each to the Sponsor from March to August 2023, all bearing no interest [221]. - The company has the option to convert the promissory notes into additional private units at a price of $10.00 per unit upon consummation of the business combination [227]. - The company entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of September 30, 2024 [231]. - The company has no long-term debt, capital lease obligations, or operating lease obligations as of September 30, 2024 [232]. Operational Risks and Concerns - The company plans to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combination completion [187]. - The company has substantial doubt about its ability to continue as a going concern through August 30, 2023, unless it completes a Business Combination prior to that date [216]. - The company may face adverse effects on its operations due to economic uncertainties, including inflation and geopolitical instability [243]. Accounting and Reporting - Management has not identified any critical accounting estimates that could materially differ from actual results [250]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid [251]. - Management believes that the adoption of ASU 2023-09 will not have a material impact on the financial statements [252]. - The company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures [253]. - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately [247]. - As of September 30, 2024, the company reported no dilutive securities, resulting in basic and diluted loss per share being the same [248]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO, with deferred commissions of $2,704,690 [233]. - 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 [246].
Welsbach Technology Metals Acquisition Corp.(WTMAU) - 2024 Q3 - Quarterly Report