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 placed approximately $282.5 million of net proceeds in a Trust Account, which will be invested in U.S. government securities[183]. - 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]. Business Combination and Extensions - The company extended the deadline for completing a business combination to July 30, 2024, with 13,532,591 Class A ordinary shares redeemed for approximately $140.8 million[189]. - A subsequent extension proposal was approved, moving the deadline to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[190]. - On January 16, 2025, the company extended the business combination deadline to July 30, 2025, with 2,132,366 Class A ordinary shares redeemed for approximately $23.98 million[193]. - The company further extended the deadline to July 30, 2026, with 109,347 Class A ordinary shares redeemed for approximately $1.25 million[194]. - The company has until July 30, 2026, to complete an Initial Business Combination, after which a mandatory liquidation will occur if not consummated[220]. Financial Performance - For the three months ended June 30, 2025, the company recorded a net loss of $884,943, primarily due to 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 reported a net loss of $1,249,483, resulting from operating and formation costs of $1,191,762 and a loss on changes in fair value of warrant liability of $139,089[207]. - 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, which may not be sufficient for operations for at least the next 12 months[219]. - The company incurred significant costs in pursuit of its Initial Business Combination and may have insufficient funds available to operate for the next 12 months[218]. - For the six months ended June 30, 2025, net cash used in operating activities was $508,117, primarily due to a net loss of $1,249,483[209]. Trust Account and Cash Management - 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 to pay redeeming shareholders[211]. - The company intends to use substantially all remaining funds in the Trust Account to complete its Initial Business Combination, with the possibility of needing additional financing to do so[216]. - The company reported that 13,532,591 Class A ordinary shares were redeemed for approximately $140,838,808, leaving $153,169,659 in the Trust Account[237]. Debt and Financial Obligations - 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 Company amended the Sponsor Promissory Note to increase the maximum amount to $2,200,000, with the option for the Sponsor to convert this amount into Private Placement Warrants at $1.50 per warrant[228]. - The fair value of the Working Capital Loan was $123,500 upon forgiveness by the Sponsor on December 27, 2023[239]. Accounting and Reporting - The Company has identified critical accounting estimates that could materially affect its financial condition, including the valuation of Public and Private Placement Warrants[242]. - The Company has accounted for warrants based on their specific terms, with initial fair value estimated using a binomial/lattice model and Black-Scholes Option Pricing Model[241]. - The Company is currently evaluating the impact of ASU 2023-09 on its financial statements, which enhances income tax disclosures and will be 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]. Trading and Market Activity - The company’s Class A ordinary shares, warrants, and units began trading on the Pink Current tier of the OTC Markets on January 28, 2025, after being delisted from Nasdaq[203]. - The Company has not engaged in any operations or generated any operating revenues to date, with activities focused on identifying a target company for a business combination[204]. Compensation and Fees - The Chief Financial Officer is entitled to a fee of $12,500 for services related to due diligence, with additional compensation in the form of 365,000 Founder Shares and 175,000 Founder Warrants[233]. - The Company recognized an aggregate fair value of $367,610 for 331,180 Founder Shares assigned to Non-Redeeming Shareholders under Non-Redemption Agreements[232].
Plum Acquisition Corp. III(PLMJU) - 2025 Q2 - Quarterly Report