Financial Position - As of June 30, 2025, the company had cash of $6,312 and a working capital deficit of $10,824,317[159] - As of June 30, 2025, cash held in the trust account was $2,759,408, including $169,682 of interest[176] - The total amount owed to the Sponsor as of June 30, 2025, was $10,390,465, an increase from $9,583,457 as of December 31, 2024[184] - As of June 30, 2025, the company had a working capital deficit of $10,824,317, compared to $17,358,530 as of December 31, 2024[180] Operating Performance - For the three months ended June 30, 2025, the company reported a net loss of $2,214,684, including a loss of $1,861,750 in the fair value of warrant liabilities[161] - For the six months ended June 30, 2025, the net loss was $5,582,198, consisting of a loss of $4,908,250 in the fair value of warrant liabilities[161] - The company has not generated any operating revenues to date and only incurs expenses related to being a public company[160] - The company expects to continue incurring significant costs in pursuit of its acquisition plans[159] - For the six months ended June 30, 2025, cash used in operating activities was $788,597, attributed to a net loss of $5,582,198 and a non-cash decrease in fair value of warrant liabilities of $4,908,250[177] Fundraising and Capital Structure - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units at a price of $10.00 per unit[165] - 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[166] - The company intends to use substantially all funds in the trust account to complete its business combination and finance operations of the target business[179] - The company may need to raise additional funds to meet operating expenditures and complete its business combination[185] Business Combination and Agreements - The company executed multiple extensions for its business combination agreement, with the latest extension approved to June 26, 2024[172] - The company has until September 26, 2025, to consummate a business combination, with no assurance that plans will be successful[186] - The company has not yet completed its initial business combination and cannot assure success in its plans[159] - Breeze signed a Merger Proxy/Business Combination Rate Agreement with Edgar Agents LLC for SEC document preparation related to the merger with YD Biopharma, with a pending amount of approximately $110,000 for services performed as of June 30, 2025[196] - A Transaction Success Fee of $50,000 is due upon successful completion and filing of the merger documents with the SEC[196] Liabilities and Obligations - The company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and support services[191] - The company signed multiple promissory notes with the Sponsor, with the latest amendment allowing for up to $8,000,000, due by September 26, 2025[183] - The company has contractual obligations including a cash fee of $3,162,500 to I-Bankers upon consummation of a business combination[192] Accounting and Valuation - The Company evaluates critical accounting estimates that could materially impact financial condition and results of operations, based on historical experience and reasonable assumptions[198] - Public and Private Placement Warrants are recorded as derivative liabilities and measured at fair value, with changes recognized in the consolidated statements of operations[199] - As of December 31, 2024, the fair value of both Private Placement and Public Warrants was based on the trading price of the Public Warrants[200] - The valuation of the Company's Public and Private Placement Warrants is influenced by inputs such as dividend yield, stock price volatility, risk-free interest rate, and probability of completing the business combination[200] - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[202]
Breeze Acquisition (BREZ) - 2025 Q2 - Quarterly Report