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, with offering costs of approximately $13.75 million[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 from the IPO and related sales into 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 due on February 20, 2024[226]. - The Company amended the Sponsor Promissory Note to increase the maximum amount to $2,200,000, with the option for the Sponsor to convert up to this amount into Private Placement Warrants at $1.50 per warrant[228]. Business Combination and Extensions - The company extended the deadline to complete a business combination to July 30, 2024, with shareholders redeeming 13,532,591 Class A ordinary shares for approximately $140.8 million[189]. - In a subsequent meeting, shareholders approved an extension to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[191]. - 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 $24.0 million[193]. - The company further extended the deadline to July 30, 2026, with 109,347 Class A ordinary shares redeemed for approximately $1.3 million[194]. - The company has 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 and a loss on changes in fair value of warrant liability of $139,089[207]. - For the six months ended June 30, 2024, the company recorded net income of $258,823, driven by interest and dividend income of $1,375,300, partially offset by operating costs of $995,885[208]. - 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]. - 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]. Shareholder Actions and Redemptions - The company recorded an aggregate redemption amount of approximately $140,838,808 for 13,532,591 Class A ordinary shares at a redemption price of approximately $10.41 per share[237]. - The fair value of 331,180 Founder Shares transferable to Non-Redeeming Shareholders was estimated at $367,610, or $1.11 per share[232]. - The outstanding balance under the Second Sponsor Promissory Note as of June 30, 2025, was $100,000, which bears no interest and is to be repaid upon the consummation of the Business Combination[231]. Accounting and Reporting - The Company recognized changes in redemption value immediately, adjusting the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period[238]. - 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 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 chief operating officer decision maker (CODM)[244]. - Public entities must disclose the title and position of the CODM and how they use reported measures of segment profit or loss[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]. Operational Status - The company has not engaged in any operations or generated operating revenues to date, with activities focused on identifying a target company for a business combination[204]. - The company has entered into multiple amendments to its Original Business Combination Agreement, including provisions for a reverse stock split and lock-up of shares[201]. - The Chief Financial Officer is entitled to a fee of $12,500 for services, with additional compensation in the form of 365,000 Founder Shares and 175,000 Founder Warrants[233].
ALPHA PARTNERS(APTMU) - 2025 Q2 - Quarterly Report