Financial Position - As of September 30, 2023, the company had cash of $181,681 and a working capital deficit of $7,058,591, compared to cash of $14,129 and a working capital deficit of $5,345,736 as of December 31, 2022[156][173]. - As of September 30, 2023, the Trust Account held cash of $12,688,162, which is intended to be used for completing a Business Combination[164][172]. - As of September 30, 2023, the outstanding amount under working capital loans from the Sponsor was $4,135,609 for direct working capital and $602,101 for monthly SPAC extension funds, totaling $4,737,710[176]. - The total amount owed to the Sponsor as of September 30, 2023, is $7,197,574, which includes $159,864 for expenses paid by the Sponsor on behalf of the Company[183]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services[184]. Operating Results - For the three months ended September 30, 2023, the company reported a net loss of $1,076,594, which included a loss on change in fair value of warrant liabilities of $846,250 and interest income of $166,547[158]. - For the nine months ended September 30, 2023, the company had a net loss of $3,241,155, primarily due to a loss on change in fair value of warrant liabilities of $2,031,000[159]. - For the nine months ended September 30, 2023, cash used in operating activities was $1,336,181, resulting from a net loss of $3,241,155[170]. - The company has not engaged in any operations or generated any revenues to date, with activities focused on preparing for the Initial Public Offering and identifying a target company for a business combination[157]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit[162]. - The company incurred $4,099,907 in transaction costs related to the Initial Public Offering, including $2,300,000 in underwriting fees[163]. - The underwriters are entitled to a business combination marketing fee of $3,162,500, payable only upon the completion of a business combination[185]. Business Combination - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and finance operations of the target business[172]. - The company has the option to extend the deadline for completing a Business Combination up to nine times for an additional month each time, with the latest extension possible until June 26, 2024[169]. Going Concern - 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[180]. - The Company may need to raise additional funds to meet operational expenditures and complete its business combination, which could involve issuing additional securities or incurring debt[178]. Accounting Policies - The Company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities[187]. - The Company is evaluating the impact of new accounting standards effective January 1, 2024, but does not expect significant changes to its financial statements[192]. Off-Balance Sheet Arrangements - The Company has no off-balance sheet arrangements as of September 30, 2023[181].
BREEZE HOLDINGS(BREZR) - 2023 Q3 - Quarterly Report