WORLDWIDE WEBB(WWAC) - 2023 Q3 - Quarterly Report

PART I - FINANCIAL INFORMATION Interim Financial Statements Presents Aeries Technology, Inc.'s unaudited condensed financial statements for periods ending September 30, 2023 Condensed Balance Sheets As of September 30, 2023, total assets significantly decreased to $50.0 million from $235.1 million, primarily due to reduced marketable securities following share redemptions Condensed Balance Sheets Summary | Financial Metric | September 30, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash | $8,412 | $48,126 | | Marketable securities held in Trust Account | $49,992,699 | $234,716,046 | | Total Assets | $50,041,793 | $235,076,820 | | Liabilities & Equity | | | | Total current liabilities | $9,386,482 | $4,010,139 | | Total liabilities | $10,388,122 | $4,967,616 | | Class A ordinary shares subject to possible redemption | $49,892,699 | $234,616,046 | | Total shareholders' deficit | ($10,239,028) | ($4,506,842) | Condensed Statements of Operations For the nine months ended September 30, 2023, the company reported a net loss of $1.02 million, a significant shift from a net income of $9.63 million in the prior year Condensed Statements of Operations Summary | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $5,344,586 | $2,101,731 | | Loss from operations | ($5,344,586) | ($2,101,731) | | Change in fair value of derivative warrant liabilities | ($387,600) | $10,404,000 | | Gain on marketable securities in Trust Account | $4,711,256 | $1,121,345 | | Net (loss) income | ($1,020,930) | $9,626,072 | Condensed Statements of Cash Flows For the nine months ended September 30, 2023, net cash used in financing activities was $189.5 million, largely offset by investing activities, resulting in a net decrease in cash of $39,714 Condensed Statements of Cash Flows Summary | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $33,723 | ($409,734) | | Net cash provided by investing activities | $189,434,603 | $0 | | Net cash used in financing activities | ($189,508,040) | $0 | | Net decrease in cash | ($39,714) | ($409,734) | Notes to Unaudited Condensed Financial Statements Details the company's SPAC formation, IPO, Business Combination Agreement, share redemptions, and going concern status - The company entered into a Business Combination Agreement with Aark Singapore Pte. Ltd. on March 11, 2023[30] - In April 2023, holders of 18,281,946 Class A shares redeemed them for approximately $189.4 million, reducing the Trust Account balance to $48.9 million[31] - The deadline to complete a business combination was extended to April 22, 2024, raising substantial doubt about the company's ability to continue as a going concern due to mandatory liquidation requirements[32][40] - Subsequent to the quarter end, on November 6, 2023, the company consummated its Business Combination and changed its name from Worldwide Webb Acquisition Corp. to Aeries Technology, Inc.[112] Management's Discussion and Analysis of Financial Condition and Results of Operations Discusses the company's blank check status, $1.0 million net loss, liquidity, and going concern issues due to the April 2024 liquidation deadline Results of Operations The company has not generated any revenue since inception, reporting a net loss of $1,020,930 for the nine months ended September 30, 2023 Results of Operations Summary | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | General and administrative expenses | $5,344,586 | $2,101,762 | | Change in fair value of derivative warrant liabilities | ($387,600) | $10,404,000 | | Gain on marketable securities in Trust Account | $4,711,256 | $1,121,245 | | Net (loss) income | ($1,020,930) | $9,626,072 | Liquidity, Capital Resources and Going Concern Considerations As of September 30, 2023, the company had $8,412 in cash and $49.9 million in its Trust Account, facing a mandatory liquidation deadline of April 22, 2024 - As of September 30, 2023, the company had cash of $8,412 and marketable securities held in the Trust Account of $49,992,699[127][128][131] - The company must consummate a Business Combination by April 22, 2024, or face mandatory liquidation, which raises substantial doubt about its ability to continue as a going concern[132] - The Sponsor may provide up to $1,500,000 in working capital loans, convertible into warrants identical to the Private Placement Warrants[129][136] Quantitative and Qualitative Disclosures about Market Risk The company is not subject to material market or interest rate risk as its funds are invested in short-term U.S. government obligations or money market funds - The company's funds are invested in U.S. government obligations with maturities of 185 days or less or in money market funds that invest solely in U.S. treasuries, resulting in no material exposure to interest rate risk[142] Controls and Procedures Management concluded that disclosure controls and procedures were not effective as of September 30, 2023, due to a material weakness in financial statement review - Management concluded that disclosure controls and procedures were not effective as of the end of the quarter[143] - A material weakness in internal control over financial reporting was identified related to the review of financial statements[144] - The company plans to remediate the weakness by enhancing processes for reviewing financial statements, including increased communication with third-party service providers[146] PART II - OTHER INFORMATION Legal Proceedings The company reports that there are no legal proceedings - None[149] Risk Factors The company states there have been no material changes to the risk factors previously disclosed in its annual report on Form 10-K - There have been no material changes in the risk factors discussed in the company's annual report[150] Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities or use of proceeds during the period - None[151] Other Information The company reports no other information required to be disclosed - None[154] Exhibits This section lists the exhibits filed with the Form 10-Q, including the Business Combination Agreement and officer certifications - Key exhibits filed include the Business Combination Agreement and certifications from the Principal Executive Officer and Principal Financial Officer[157]