Financial Position - As of June 30, 2023, the company had cash of $3,184 and a working capital deficit of $6,837,288, compared to cash of $14,129 and a working capital deficit of $5,345,736 as of December 31, 2022[151][166]. - As of June 30, 2023, the Trust Account held cash of $12,839,133, which is in an interest-bearing bank demand deposit account[159]. - As of June 30, 2023, the outstanding amount under the working capital loan from the Sponsor was $3,883,709 for direct working capital[169]. - As of June 30, 2023, the outstanding amount under the working capital loan from the Sponsor was $4,362,601, which includes $3,883,709 for direct working capital and $478,892 for monthly SPAC extension funds[176]. - The Company has no off-balance sheet arrangements as of June 30, 2023[174]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services[178]. Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,510,300, primarily due to a loss on the change in fair value of warrant liabilities of $1,354,000[153]. - For the six months ended June 30, 2023, the company had a net loss of $2,164,561, which included a loss on the change in fair value of warrant liabilities of $1,184,750[154]. - For the six months ended June 30, 2023, cash used in operating activities was $1,053,129, primarily due to a net loss of $2,164,561[163]. - The company generated interest income of $152,184 for the three months ended June 30, 2023, and $220,511 for the six months ended June 30, 2023, from its Trust Account[153][154]. Capital Raising and Costs - The company raised gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit[157]. - The company incurred transaction costs of $4,099,907 related to the Initial Public Offering, including $2,300,000 in underwriting fees[158]. - The underwriters are entitled to a business combination marketing fee of $3,162,500, payable only upon the successful completion of a business combination[179]. - A Transaction Success Fee of $50,000 is due upon the successful completion and filing of merger documents with the SEC[180]. Going Concern and Future Plans - Management has indicated that there is substantial doubt about the Company's ability to continue as a going concern due to insufficient cash and working capital to complete planned activities[172][173]. - The Company may need to raise additional funds to meet operational expenditures and complete its business combination, potentially issuing additional securities or incurring debt[171]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination[165]. Accounting and Reporting - The Company is evaluating the impact of new accounting standards effective January 1, 2024, but does not expect significant changes to its financial statements[186]. - The Company accounts for common stock subject to possible redemption as temporary equity, reflecting certain redemption rights outside of its control[184].
BREEZE HOLDINGS(BREZR) - 2023 Q2 - Quarterly Report