Financial Position - As of March 31, 2024, the company had cash of $4,487 and a working capital deficit of $8,985,992, compared to cash of $4,228 and a working capital deficit of $7,849,292 as of December 31, 2023[149]. - As of March 31, 2024, cash held in the trust account amounted to $13,268,833, including $169,580 of interest income[145]. - The total amount owed to the Sponsor as of March 31, 2024, is $8,584,375, which includes $196,717 for expenses paid by the Sponsor on behalf of the Company[159]. - As of March 31, 2024, the outstanding amount under the working capital loan was $5,242,109 for direct working capital and $845,549 for monthly SPAC extension funds, totaling $6,087,658 from the Sponsor[158]. Operating Performance - For the three months ended March 31, 2024, the company reported a net loss of $22,015,739, which included a loss of $21,132,500 in the fair value of warrant liabilities and operating costs of $1,047,041, offset by interest income of $169,580[137]. - For the three months ended March 31, 2024, cash used in operating activities was $629,741, primarily due to a net loss of $22,015,739[146]. - The company has not engaged in any operations or generated any revenues to date, with only non-operating income from interest on marketable securities[136]. Fundraising and Financing - 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[138]. - Following the Initial Public Offering, a total of $116,725,000 was placed in the trust account after incurring transaction costs of $4,099,907[139]. - The company incurred a net cash used in financing activities of $751,724 for the three months ended March 31, 2024, due to proceeds from working capital loans and a promissory note from the Sponsor[146]. - The Company has raised funds through unsecured promissory notes, which are non-interest bearing and payable upon the consummation of a business combination or by June 26, 2024[153]. Business Combination and Obligations - The company intends to use substantially all funds held in the trust account to complete its business combination[148]. - The company has extended the deadline for completing a business combination multiple times, with the latest extension allowing until June 26, 2024[144]. - The underwriters are entitled to a deferred fee of $3,162,500 based on 11,500,000 shares issued in the IPO, payable only if a business combination is completed[161]. - The Company has contractual obligations including a $50,000 Transaction Success Fee for SEC document preparation related to the merger with TV Ammo[162]. Going Concern and Management Doubts - Management has expressed substantial doubt about the Company's ability to continue as a going concern due to insufficient cash and working capital as of March 31, 2024[156]. - The Company may need to raise additional funds to meet operational expenditures and complete a business combination, which could involve issuing additional securities or incurring debt[154]. Valuation and Debt - The Company has no long-term debt or capital lease obligations, apart from a monthly fee of $5,000 for office space and administrative services[160]. - The Company utilizes various valuation models for its Public and Private Placement Warrants, which may significantly impact the valuation based on changes in assumptions[167].
BREEZE HOLDINGS(BREZR) - 2024 Q1 - Quarterly Report