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]. 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 until a business combination is completed[183]. - The company has entered into a Subscription Agreement to raise up to $1.5 million 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]. Business Combination and Extensions - The company extended the deadline for consummating 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]. - The company filed an amendment to extend 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 extended the deadline again to July 30, 2026, with 109,347 Class A ordinary shares redeemed for approximately $1.25 million[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]. Shareholder Actions and Agreements - 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 during the July Extraordinary General Meeting[238]. - The Company has entered into multiple amendments to the Original Business Combination Agreement, including provisions for a reverse stock split and lock-up agreements for shares[202][203]. - The Company recognized the fair value of 331,180 Founder Shares at $367,610, or $1.11 per share, as part of the Non-Redemption Agreements[233]. Debt and Financing - The outstanding balance under the Sponsor Promissory Note was $1,924,867, which includes deposits made into the Trust Account and payments made by the Sponsor on behalf of the Company[231]. - The total outstanding balance of the Sponsor Promissory Note and Second Sponsor Promissory Note as of September 30, 2025, is $2,024,867[232]. - The Sponsor Promissory Note allows for loans up to $2,200,000, which may be converted into Private Placement Warrants at a price of $1.50 per warrant[229]. - The Company incurred significant costs in pursuit of its Initial Business Combination and may require additional financing to complete it[219]. Accounting and Regulatory Updates - The Company accounted for the Working Capital Loan under ASC Topic 815, with an aggregate fair value of $219,441 upon issuance, which was forgiven by the Sponsor[240]. - The initial fair value of the Public Warrants was estimated using a binomial/lattice model, while the fair value of the Founder Warrants and Private Placement Warrants was set equal to that of the Public Warrants due to lack of meaningful volatility[242]. - The company has made critical accounting estimates that involve significant uncertainty, particularly in accruals associated with third-party providers and the valuation of Public and Private Placement Warrants[243]. - 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 public entities to disclose significant segment expenses and other segment items, effective for fiscal years beginning after December 15, 2023[245]. - The company adopted ASU 2023-07 on January 1, 2024, with no material impact on its financial statements and disclosures[245]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[246]. Trading and 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].
Plum Acquisition(PLMJ) - 2025 Q3 - Quarterly Report