IPO and Fundraising - The company raised gross proceeds of $250.0 million from its IPO by issuing 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 in a Trust Account, which will be invested in U.S. government securities or money market funds[183]. - The company entered into a Subscription Agreement to raise up to $1,500,000 for extension payments and working capital[192]. - 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[227]. Shareholder Actions and Business Combination - Shareholders redeemed 13,532,591 Class A ordinary shares for approximately $140,838,808 at a redemption price of about $10.41 per share[189]. - Following a January 2024 meeting, shareholders approved an extension for the company to consummate its Initial Business Combination until January 30, 2025[190]. - In the January 2024 meeting, shareholders redeemed 12,433,210 Class A ordinary shares for an aggregate amount of $134,059,215 at a redemption price of approximately $10.78 per share[191]. - The company has extended the deadline for its Initial Business Combination to July 30, 2026, as approved in a July 2025 meeting[194]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its Initial Business Combination, with the expectation that interest income will cover tax obligations[217]. - The Company has until July 30, 2026, to complete an Initial Business Combination, after which mandatory liquidation will occur if not consummated[221]. - The Company incurred significant costs in pursuit of its Initial Business Combination and may require additional financing to complete it[219]. - The Company has entered into multiple amendments to its Business Combination Agreement, including provisions for a reverse stock split and lock-up agreements for shares issued in the Business Combination[202][203]. Financial Performance - The Company recorded a net loss of $275,968 for the three months ended September 30, 2025, compared to a net loss of $1,120,388 for the same period in 2024, reflecting a decrease of approximately 75.5%[207][208]. - For the nine months ended September 30, 2025, the net loss was $1,525,451, an increase from a net loss of $861,565 in the same period of 2024, representing an increase of approximately 77.0%[209][210]. - As of September 30, 2025, the Company had cash of $107,345 held outside the Trust Account and a working capital deficit of $4,777,567, indicating potential liquidity challenges[220]. - For the nine months ended September 30, 2025, net cash used in operating activities was $740,853, primarily due to a net loss of $1,525,451[211]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of its Initial Business Combination[206]. Shareholder and Financial Instruments - 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[238]. - Following redemptions, approximately $153,169,659 remained in the Company's trust account[238]. - The Company recognized the fair value of 331,180 Founder Shares assigned to Non-Redeeming Shareholders as $367,610, or $1.11 per share[233]. - 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[234]. - The maximum amount of the Sponsor Promissory Note was increased to $2,200,000, with the option to convert into Private Placement Warrants at $1.50 per warrant[229]. - The total outstanding balance of the Sponsor Promissory Note and Second Sponsor Promissory Note as of September 30, 2025, was $2,024,867[232]. - The Company accounts for warrants based on their classification as either equity or liability, with initial fair values estimated using appropriate models[241]. - The company has made critical accounting estimates that involve significant uncertainty, particularly in accruals for third-party providers and valuations of warrants and founder shares[243]. Regulatory and Accounting Updates - The FASB issued ASU 2023-09 on December 14, 2023, aimed at enhancing income tax disclosures, effective for annual periods beginning after December 15, 2024[244]. - ASU 2023-07 was issued in November 2023, requiring enhanced segment reporting disclosures, effective for fiscal years beginning after December 15, 2023[245]. - The company is currently evaluating the impact of ASU 2023-09 on its financial statements and disclosures[244]. - The adoption of ASU 2023-07 on January 1, 2024, has not materially impacted the company's financial statements[245]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[246]. Market Activity - The Company’s Class A ordinary shares began trading on the Pink Current tier of the OTC Markets on January 28, 2025, after being delisted from Nasdaq[205][204].
Alpha Partners Technology Merger (APTM) - 2025 Q3 - Quarterly Report