Company Operations and Financial Status - As of September 30, 2025, the company had not commenced any operations and all activities related to its formation and Initial Public Offering (IPO) [144] - The company has not generated any operating revenues and will only do so after completing its initial Business Combination [144] - As of September 30, 2025, the company had a cash balance of $6,194 and a working capital deficit of $7.5 million, raising substantial doubt about its ability to continue as a going concern [188] - The company has incurred significant costs in pursuit of financing and acquisition plans, with no assurance of successful Business Combination by November 2, 2025 [188] Initial Public Offering (IPO) - The company completed its IPO on May 2, 2022, raising gross proceeds of $78.75 million from the sale of 7,875,000 Units at $10.00 per Unit [145] - The Initial Public Offering on May 2, 2022, raised approximately $1,100,000 for working capital needs after transferring proceeds to the Trust Account [171] - The underwriters of the Initial Public Offering received a cash underwriting discount of $1,181,250 and are entitled to a deferred commission of $2,362,500 upon completion of an initial Business Combination [190] Business Combination and Related Activities - The company has broad discretion in applying the net proceeds from the IPO, primarily aimed at consummating an initial Business Combination [147] - The company extended its Business Combination period from November 2, 2025, to May 2, 2026, allowing for potential operational wind-up earlier than that date [150] - The company terminated its proposed Business Combination with EEW on November 29, 2023, due to unmet conditions by the outside date of September 30, 2023 [161] - The company has agreed to contribute $107,623 monthly to support the Trust Account for each Public Share not redeemed until November 2, 2025 [154] - The company will not withdraw up to $50,000 of interest accrued on the Trust Account for dissolution expenses if it liquidates prior to an initial Business Combination [155] Financial Performance - The Company reported a net loss of $487,305 for the three months ended September 30, 2025, with operating costs of $514,581 and administrative service fees of $30,000 [167] - For the nine months ended September 30, 2025, the Company reported a net loss of $844,755, with total operating costs of $1,393,594 and administrative service fees of $90,000 [169] - The Company generated $638,839 in dividend income from the Trust Account for the nine months ended September 30, 2025 [169] - The Company reported a net income of $172,722 for the three months ended September 30, 2024, with dividend income of $368,522 [168] Loans and Financial Obligations - The Company has outstanding loans from Eternal totaling $1,768,460 as of September 30, 2025, with no interest accrued [181] - The company has a loan agreement with Eternal, with an outstanding balance of $170,603 on the Second Eternal Loan as of September 30, 2025 [208] - The company entered into a loan agreement with Eternal for a principal amount of up to $50,000, with an outstanding balance of $50,000 as of September 30, 2025, and no interest accrued [210] - A subsequent loan agreement with Eternal was established for a principal amount of up to $500,000, with an outstanding balance of $500,000 as of September 30, 2025, and no interest accrued [211] - The company secured a loan agreement with Eternal for a principal amount of up to $335,000, with an outstanding balance of $335,000 as of September 30, 2025, and no interest accrued [212] - The Seventh Eternal Loan was established for a principal amount of up to $1,500,000, with an outstanding balance of $1,768,460 as of September 30, 2025, including an additional borrowing of $268,460 [214] - The company issued the 2023 Extension Note in the aggregate principal amount of $900,000, with an outstanding balance of $900,000 as of September 30, 2025, and no interest accrued [218] - The 2024 Extension Note was issued for a principal amount of $600,000, with an outstanding balance of $600,000 as of September 30, 2025, and no interest accrued [219] Advisory and Service Agreements - The company agreed to pay ALANTRA a retainer of $15,000 upon signing and $20,000 per month for a maximum of five months for financial advisory services [195] - The company entered into an Administrative Services Agreement with the Sponsor for a monthly fee of $10,000, with $45,186 paid as of September 30, 2025 [221] - The company agreed to pay Gluon a Transaction Success Fee of $500,000 upon completion of transactions with an aggregate purchase price of less than $400,000,000 [222] Shareholder Information - As of September 30, 2025, there were 2,535,305 Class A Ordinary Shares and one Class B Ordinary Share outstanding, with the Sponsor holding approximately 77.65% of the total shares [159] - The company issued 2,156,250 Founder Shares to the Sponsor for $25,000, with certain shares subject to forfeiture based on underwriters' over-allotment [200] - Pubco will issue 250,000 Class A ordinary shares to the Investor as a commitment fee at the closing of the Business Combination [163] Accounting and Reporting - The company has incurred increased expenses due to becoming a public company, including legal and financial reporting costs [166] - The company expects to continue to incur expenses related to due diligence in search of a target for the initial Business Combination [166] - The company has identified critical accounting estimates that could materially differ from actual results, affecting reported amounts of assets and liabilities [227] - The company accounts for its Class A ordinary shares subject to possible redemption as temporary equity, with changes in redemption value recognized immediately [228] Miscellaneous Financial Information - The total outstanding billed amount for services provided by Ellenoff, Grossman & Schole LLP was $1,025,267 as of September 30, 2025 [192] - The Maxim Success Fee structure includes a payment of $200,000 in cash and $150,000 in common stock if cash in the Trust Account is less than $50 million [193] - The company issued the 2024 Extension Note with a principal amount of $600,000, which will be deposited into the Trust Account in monthly installments for unredeemed Public Shares [186]
Climaterock(CLRCU) - 2025 Q3 - Quarterly Report