Alpha Partners Technology Merger (APTM) - 2025 Q2 - Quarterly Report

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit[181]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[181]. - The company raised up to $1.5 million from an investor to fund extension payments and working capital[192]. - The Company entered into a Subscription Agreement to raise up to $1,500,000 from the Investor, with $250,000 funded upon execution and another $250,000 on February 20, 2024[226]. Trust Account and Cash Management - The company placed approximately $282.5 million of net proceeds into a Trust Account, which will be invested in U.S. government securities[183]. - The company intends to use substantially all remaining funds held in the Trust Account to complete its Initial Business Combination[216]. - The Company completed a redemption of approximately 13,532,591 Class A ordinary shares for a total value of approximately $140,838,808, leaving $153,169,659 in the Trust Account[237]. - As of June 30, 2025, the company reported cash of $240,081 and current liabilities of $4,543,946[187]. - As of June 30, 2025, the company had cash of $240,081 held outside the Trust Account and a working capital deficit of $4,256,190[219]. Business Combination and Extensions - The company extended the deadline for completing a business combination to July 30, 2024, with shareholders redeeming 13,532,591 Class A ordinary shares for approximately $140.8 million[189]. - In the January 2024 Extraordinary General Meeting, shareholders approved an extension to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[190]. - The company filed an amendment to extend the business combination deadline to July 30, 2025, with 2,132,366 Class A ordinary shares redeemed for approximately $24.0 million[193]. - The company extended the business combination deadline again to July 30, 2026, with 109,347 Class A ordinary shares redeemed for approximately $1.3 million[194]. - The company will have until July 30, 2026, to complete an Initial Business Combination, after which there will be a mandatory liquidation if not consummated[220]. Financial Performance - For the three months ended June 30, 2025, the company recorded a net loss of $884,943, resulting from operating and formation costs of $659,031 and a loss on fair value of warrant liability of $241,183[205]. - For the six months ended June 30, 2025, the company recorded a net loss of $1,249,483, primarily due to operating and formation costs of $1,191,762[207]. - The company incurred net cash used in operating activities of $508,117 for the six months ended June 30, 2025, primarily due to net loss and interest income[209]. - The company recorded net cash provided by investing activities of $23,976,224 for the six months ended June 30, 2025, primarily due to cash withdrawn from the Trust Account[211]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Initial Business Combination[204]. Shareholder and Equity Information - The company’s Class A ordinary shares began trading on the Pink Current tier of the OTC Markets on January 28, 2025, after being delisted from Nasdaq[203]. - The Company has classified all 28,250,000 Class A ordinary shares sold in the IPO outside of permanent equity due to redemption features[237]. - The Company recognized the fair value of 331,180 Founder Shares at $367,610, or $1.11 per share, as part of the Non-Redemption Agreements[232]. Debt and Financing - As of June 30, 2025, the outstanding balance under the Sponsor Promissory Note was $1,824,867, which includes a total draw of $1,356,000[230]. - The Second Sponsor Promissory Note, which was amended to extend the maturity date, has an outstanding balance of $100,000 as of June 30, 2025[231]. - The maximum amount of the Sponsor Promissory Note was increased to $2,200,000, with the option to convert into Private Placement Warrants at $1.50 per warrant[228]. - The Chief Financial Officer is entitled to a success fee of $50,000 contingent upon the closing of the Initial Business Combination[233]. - The Company accounted for the Working Capital Loan under ASC Topic 815, with an aggregate fair value of $219,441 upon issuance[239]. Regulatory and Accounting Updates - The Company is currently evaluating the impact of ASU 2023-09 on its financial statements and related disclosures, effective for annual periods beginning after December 15, 2024[243]. - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring enhanced segment reporting disclosures[244]. - The amendments mandate annual and interim disclosures of significant segment expenses provided to the CODM[244]. - Public entities must disclose the title and position of the CODM and how segment profit or loss measures are used for performance assessment[244]. - Companies with a single reportable segment must provide all disclosures required by the amendments and existing segment disclosures[244]. - The Company adopted ASU 2023-07 on January 1, 2024, with no material impact on its financial statements and disclosures[244]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[245].