Financial Position - As of March 31, 2023, the company had cash of $37,569 and a working capital deficit of $6,381,703[148] - As of March 31, 2023, the trust account held cash of $12,562,997, which is in an interest-bearing account[154] - The company has outstanding promissory notes totaling $3,806,468 from the Sponsor as of March 31, 2023, to fund working capital and extension payments[166] - As of March 31, 2023, the company has outstanding promissory notes totaling $3,806,468 from the Sponsor, which are non-interest bearing and payable upon the consummation of a business combination or by September 26, 2023[173] - The company has no off-balance sheet arrangements as of March 31, 2023[171] - The company has no long-term debt or capital lease obligations, with only a monthly fee of $5,000 for office space and administrative services[175] Operating Performance - For the three months ended March 31, 2023, the company reported a net loss of $654,261, with operating and formation costs amounting to $890,129[150] - The company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[149] Initial Public Offering - The company completed its Initial Public Offering on November 25, 2020, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[152] - The company incurred transaction costs of $4,099,907 related to the Initial Public Offering, including $2,300,000 in underwriting fees[153] - The underwriters are entitled to a business combination marketing fee of $3,162,500, payable only upon the completion of a business combination[176] - A Transaction Success Fee of $50,000 is due upon the successful completion and filing of merger documents with the SEC[177] - The company has issued 250,000 shares of common stock to the Representative and 15,000 shares to a Consultant as part of its underwriting agreement[180] Future Plans and Concerns - The company plans to use funds in the trust account primarily to complete its business combination and for working capital of the target business[162] - The company has substantial doubt about its ability to continue as a going concern due to insufficient cash and working capital as of March 31, 2023[170] Accounting and Reporting - The company accounts for common stock subject to possible redemption as temporary equity, reflecting certain redemption rights outside of its control[181] - The company is evaluating the impact of the new accounting standard ASU 2020-06, effective January 1, 2024, but does not expect significant changes to its financial statements[183] - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[185] Non-Operating Income - The company generated non-operating income of $68,327 from interest on marketable securities held in the trust account for the same period[149] Shareholder Actions - The company redeemed 6,732,987 shares for $69,700,628 in connection with a stockholder meeting held on May 5, 2022[154]
BREEZE HOLDINGS(BREZR) - 2023 Q1 - Quarterly Report