pass Digital Acquisition (CDAQ) - 2025 Q3 - Quarterly Report

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on October 19, 2021, selling 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200 million[180]. - An additional 1,240,488 Over-Allotment Units were sold on November 30, 2021, at $10.00 per Unit, resulting in total gross proceeds of $12,404,880, bringing the total proceeds in the Trust Account to $212,404,880[184]. - Following the IPO, the company placed $200 million in a Trust Account, which was later liquidated and held in an interest-bearing demand deposit account[183]. - The underwriters of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds, amounting to $4,000,000[223]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $2,051,400, with $2,062,698 attributed to loss from operations[205]. - For the nine months ended September 30, 2025, the company had a net loss of $2,948,789, consisting of $2,807,174 in loss from operations[206]. - As of September 30, 2025, the company held cash of $721 and current liabilities of $9,050,038, indicating a significant financial strain[192]. - As of September 30, 2025, the company had a working capital deficit of $2,897,140 and only $721 in its operating bank account[209]. - The company incurred administrative expenses of $30,000 for the three months ended September 30, 2025, and $90,000 for the nine months ended September 30, 2025[219]. - The company has accrued $250,000 in administrative expenses as of September 30, 2025, which are not yet paid[219]. Shareholder Activity - Public Shareholders redeemed 16,045,860 Public Shares for approximately $169.1 million at a redemption price of $10.54 per share during the 2023 EGM[197]. - In the 2024 EGM, Public Shareholders redeemed 2,713,143 Public Shares for approximately $29.6 million at a redemption price of $10.92 per share[198]. - The company extended its Combination Period to April 20, 2026, with Public Shareholders redeeming 2,370,619 Public Shares for approximately $26.7 million at a redemption price of approximately $11.25 per share[199]. - The Company entered into 2023 Non-Redemption Agreements, with investors agreeing not to redeem 4,998,734 Public Shares in exchange for 749,810 Founder Shares valued at $3,444,008, approximately $4.59 per share[228][229]. - The Company has entered into multiple non-redemption agreements, with commitments totaling 100,000 Public Shares in exchange for 40,000 Founder Shares valued at $223,000, or approximately $5.56 per share[231]. Business Combination and Agreements - The company entered into a Business Combination Agreement with EEW on September 5, 2024, which will result in the company becoming a wholly-owned subsidiary of Pubco[201]. - The company will only complete a Business Combination if it acquires 50% or more of the outstanding voting securities of the target[185]. - The company has until April 20, 2026, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[218]. - The company has drawn $1,250,000 under the Polar Capital Investment, which is subject to repayment upon the closing of an initial Business Combination[215]. - The company has drawn an additional $27,000 on the 2024 Promissory Note, bringing the total outstanding balance to $1,662,872[193]. - The company has outstanding borrowings of $1,635,872 under the 2024 Promissory Note as of September 30, 2025[214]. Valuation and Share Structure - The Company estimated the fair value of 742,490 Founder Shares at $4,076,270, or approximately $5.49 per share, as part of the 2024 Non-Redemption Agreements[230]. - As of September 30, 2025, the estimated fair value of 782,490 Founder Shares was $6,025,173, or approximately $7.70 per share[232]. - The Company has two classes of Ordinary Shares, Class A and Class B, with net loss per Ordinary Share calculated by dividing the net loss by the weighted average of Ordinary Shares outstanding[238]. - Warrants are classified as either equity or liability based on specific terms, with changes in estimated fair value recognized as a non-cash gain or loss[240][241]. - Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' deficit[242]. Accounting and Reporting - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[234]. - The preparation of financial statements requires significant estimates and judgments that may differ from actual results under different assumptions[233][236]. - The company reported a change in fair value of non-redemption liability of $1,870,151 for the three months ended September 30, 2025[205]. - The Company will utilize up to $50,000 of accrued interest from the Trust Account for dissolution expenses if a Business Combination is not completed[230].