Financial Position - As of September 30, 2024, the company had cash of $2 and a working capital deficit of $9,819,425[133] - As of September 30, 2024, the cash held in the trust account amounted to $10,578,352, including $476,103 of interest income[144] - As of September 30, 2024, the outstanding amount under the working capital loan from the Sponsor was $6,781,967[151] - The total amount owed to the Sponsor as of September 30, 2024, is $9,284,523, which includes $202,556 for expenses paid by the Sponsor on behalf of the Company[160] - The Company had $2 in cash outside of the Trust Account and negative working capital of $9,819,425[153] - The Company has no long-term debt or capital lease obligations, other than a monthly fee of $5,000 for office space and administrative services[161] Operating Performance - For the three months ended September 30, 2024, the company reported a net income of $2,189,744, driven by a gain of $2,302,250 in the fair value of warrant liabilities[135] - For the nine months ended September 30, 2024, the company incurred a net loss of $2,722,429, which included operating costs of $1,844,532 and a loss of $1,354,000 in the fair value of warrant liabilities[135] - For the nine months ended September 30, 2024, cash used in operating activities was $1,243,826, primarily due to a net loss of $2,722,429[145] - The company has not generated any operating revenues to date and does not expect to do so until after completing its business combination[134] Business Combination Plans - The company intends to use substantially all funds held in the trust account to complete its business combination[147] - The company has executed multiple one-month extensions for its business combination deadline, with the latest extension allowing until June 26, 2024[141] - The Company expects to need additional funds to meet expenditures required for operating its business and may need to obtain additional financing to complete its business combination[156] Fees and Agreements - The underwriters are entitled to a deferred fee of $3,162,500 based on 11,500,000 shares issued in the IPO, payable only upon the completion of a business combination[162] - The Company signed multiple promissory notes with the Sponsor, with the total outstanding amount under these notes as of September 30, 2024, being $6,781,967[159] - 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[163] - The Company signed a Merger Proxy/Business Combination Rate Agreement with Edgar Agents LLC, which includes a Transaction Success Fee of $50,000 upon successful completion and filing of documents with the SEC[165] Going Concern - The Company has incurred significant costs in pursuit of its acquisition plans, raising substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued[155] - The financial statements do not include any adjustments that might result from the uncertainty regarding the Company's ability to continue as a going concern[157]
BREEZE HOLDINGS(BREZR) - 2024 Q3 - Quarterly Report