Financial Position - As of June 30, 2024, the company had cash of $39,970 and a working capital deficit of $9,523,707, compared to cash of $4,228 and a working capital deficit of $7,849,292 as of December 31, 2023[125][139] - As of June 30, 2024, the company had cash held in an interest-bearing trust account of $10,380,257, including $340,567 of interest[135] - As of June 30, 2024, the Company had $39,970 in cash and negative working capital of $9,523,707, indicating liquidity challenges[144] - The total amount owed to the Sponsor as of June 30, 2024, is $9,240,428, which includes $202,621 for expenses paid by the Sponsor on behalf of the Company[151] - As of June 30, 2024, the company had outstanding loans from the Sponsor totaling $6,737,807, which are non-interest bearing and payable upon the consummation of a business combination or by December 26, 2024[142] Income and Loss - For the three months ended June 30, 2024, the company reported a net income of $17,103,566, driven by a gain of $17,476,250 in the fair value of warrant liabilities[127] - For the six months ended June 30, 2024, the company incurred a net loss of $4,912,173, which included a loss of $3,656,250 in the fair value of warrant liabilities[127] - For the six months ended June 30, 2023, the company reported a net loss of $2,164,561, with a loss of $1,184,750 in the fair value of warrant liabilities[129] Business Operations and Plans - The company has executed multiple extensions for its business combination deadline, with the latest extension allowing up to six additional one-month extensions until December 26, 2024[134] - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds to be used for working capital[138] - The Company has incurred significant costs in pursuit of acquisition plans, raising doubts about its ability to continue as a going concern within one year from the issuance of financial statements[146] - The Company anticipates needing to raise additional funds to meet operational expenditures and complete its business combination[147] - The Company’s business plan is heavily reliant on the successful completion of a business combination, with current cash and working capital being insufficient for planned activities[148] Agreements and Obligations - The Company signed multiple promissory notes with the Sponsor, with the total outstanding amount as of June 30, 2024, being $6,737,807, which is non-interest bearing and payable upon the consummation of a business combination[150] - 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[153] - The Company signed a Public Relations Agreement with Gateway Group, Inc., which includes a Transaction Success Fee of $20,000 upon successful completion of a business combination[154] - The Company has no long-term debt or capital lease obligations, but has a monthly fee obligation of $5,000 for office space and administrative services[152] Interest Income - The company generated interest income of $170,987 on its Trust Account for the three months ended June 30, 2024, and $340,567 for the six months ended June 30, 2024[127][136] IPO Information - 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[130] Financial Statement Considerations - The financial statements do not include adjustments that might result from uncertainties regarding the Company's ability to complete a business combination[148]
BREEZE HOLDINGS(BREZR) - 2024 Q2 - Quarterly Report