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] - 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] Operating Results - For the three months ended June 30, 2025, the company reported a net loss of $2,214,684, primarily due to 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] - For the six months ended June 30, 2025, cash used in operating activities was $788,597, resulting from a net loss of $5,582,198[177] - The company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[160] Fundraising and IPO - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units at $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] Business Combination - The company executed multiple extensions for its business combination agreement, with the latest extension approved to September 26, 2025[175] - 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 has until September 26, 2025, to consummate a business combination, with no assurance that plans will be successful[186] - 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 approximately $110,000 pending amounts to be invoiced as of June 30, 2025[196] - A Transaction Success Fee of $50,000 is obligated upon successful completion and filing of the merger documents with the SEC[196] Expenses and Liabilities - The company incurred expenses related to being a public company, including legal and compliance costs[160] - The company may need to raise additional funds to meet expenditures required for operating its business prior to the business combination[185] - The company redeemed 621,609 shares for $7,353,424 during a special shareholders meeting held on January 2, 2025[174] Accounting and Valuation - The Company evaluates critical accounting estimates based on historical experience and reasonable assumptions, which could materially differ from actual results[197] - The Company’s 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 utilized the trading price of the Public Warrants[200] - The valuation of the 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 probability of completing the business combination is derived from a sample of other special purpose acquisition companies, impacting the valuation of the warrants[200] Regulatory and Compliance - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[202] - The company signed a Public Relations Agreement with Gateway Group, Inc., which includes a Transaction Success Fee of $100,000 upon successful completion of a business combination[194]
BREEZE HOLDINGS(BREZR) - 2025 Q2 - Quarterly Report