Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,189,744, consisting of a gain of $2,302,250 in the fair value of warrant liabilities and interest income of $135,536 [147]. - For the nine months ended September 30, 2024, the company had a net loss of $2,722,429, which included a loss of $1,354,000 in the fair value of warrant liabilities and operating costs of $1,844,532 [147]. - Cash used in operating activities for the nine months ended September 30, 2024, was $1,243,826, primarily due to a net loss of $2,722,429 [159]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its business combination [146]. Cash and Working Capital - As of September 30, 2024, the company had cash held in an interest-bearing trust account of $10,578,352, including $476,103 of interest income [158]. - The company had a working capital deficit of $9,819,425 as of September 30, 2024, compared to $7,849,292 as of December 31, 2023 [162]. - As of September 30, 2024, the Company had $2 in cash and negative working capital of $9,819,425 [168]. - The amount outstanding under the working capital loan from the Sponsor was $6,781,967 as of September 30, 2024 [165]. - The total amount owed to the Sponsor as of September 30, 2024 is $9,284,523, which includes $202,556 for expenses paid by the Sponsor [176]. Transaction Costs and Financing - The company incurred $4,099,907 in transaction costs related to its Initial Public Offering, including $2,300,000 in underwriting fees [152]. - The underwriters are entitled to a deferred fee of $3,162,500 based on 11,500,000 shares issued in the IPO, payable only upon completion of a business combination [178]. - The Company signed multiple promissory notes with the Sponsor, with the latest being for up to $7,500,000, maturing on December 26, 2024 [174]. - The Company expects to need additional funds to meet operating expenditures and may need to issue additional securities or incur debt to complete its business combination [171]. Business Combination and Future Plans - The company intends to use substantially all funds held in the trust account to complete its business combination [161]. - The company has executed multiple one-month extensions for its business combination deadline, with the latest extension allowing until June 26, 2025 [156]. - The Company has significant reliance on the completion of a business combination to continue its operations, as indicated by its financial statements [172]. - The Company has incurred significant costs in pursuit of its acquisition plans, raising substantial doubt about its ability to continue as a going concern [170]. Agreements and Obligations - The Company signed a Public Relations Agreement with Gateway Group, Inc., which includes a $20,000 Transaction Success Fee upon successful completion of a business combination [179]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services [177]. Valuation and Assumptions - The valuation of the Company's Public and Private Placement Warrants is subject to various assumptions, which could materially impact their valuation [184].
Breeze Acquisition (BREZ) - 2024 Q3 - Quarterly Report