Financial Position - As of March 31, 2025, the company had cash of $403 and a working capital deficit of $10,418,040, compared to cash of $101,674 and a working capital deficit of $17,358,530 as of December 31, 2024[151]. - As of March 31, 2025, cash held in the trust account was $3,282,555, including $171,058 of interest[164]. - As of March 31, 2025, the Company had $403 in cash held outside the Trust Account and a working capital deficit of $10,418,040[168]. - As of March 31, 2025, the total amount owed to the Sponsor is $10,041,967, which includes $202,556 for expenses paid by the Sponsor on behalf of the Company[176]. - The Company signed multiple promissory notes with the Sponsor, with the total outstanding amount under these notes as of March 31, 2025, being $7,539,411[171][175]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services[177]. Business Performance - For the three months ended March 31, 2025, the company reported a net loss of $3,367,514, which included a loss of $3,046,500 in the fair value of warrant liabilities and operating costs of $353,819[153]. - For the three months ended March 31, 2024, the company reported a net loss of $22,015,739, with a loss of $21,132,500 in the fair value of warrant liabilities[154]. - The company generated interest income of $34,560 from its trust account for the three months ended March 31, 2025[153]. Initial Public Offering and Trust Account - 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[155]. - 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[156]. - The company intends to use substantially all funds in the trust account to complete its business combination and for working capital of the target business[167]. Business Combination and Obligations - The company executed multiple extensions for its business combination deadline, with the latest extension allowing until June 26, 2024[161]. - The Company has until June 26, 2025, to consummate a business combination, with substantial doubt raised about its ability to continue as a going concern[172][173]. - The Company is obligated to pay I-Bankers Securities a cash fee of $3,162,500 upon the consummation of a business combination[178]. - The Company has a legal services engagement with Woolery & Co., with a total fee obligation of $2.0 million upon completion of a business combination[179]. - A Transaction Success Fee of $100,000 is due to Gateway Group, Inc. upon successful completion of a business combination[180]. - The Company has signed a Merger Proxy/Business Combination Rate Agreement with Edgar Agents LLC, which includes a Transaction Success Fee of $50,000[182]. Warrant Liabilities - The Company evaluated its warrants as derivative liabilities, with fair value determined based on the trading price of the Public Warrants as of March 31, 2025[186][187]. Reporting Classification - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not required to provide the information typically mandated for this item[190].
Breeze Acquisition (BREZ) - 2025 Q1 - Quarterly Report