Financial Performance - As of September 30, 2025, the company reported a net loss of $954,647 for the three months ended, primarily due to a change in the fair value of warrant liability of $668,780 and general and administrative expenses of $291,304 [148]. - The company incurred transaction costs of $3,890,326 related to its Initial Public Offering, including $1,437,500 in underwriting commissions [156]. - For the three months ended September 30, 2025, the company incurred $30,000 in administrative service fees, and for the nine months, it incurred $90,000 [167]. - The company incurred $215,000 in accrued costs and expenses related to administrative service fees [167]. Business Combination - The company has extended its business combination period to February 15, 2026, allowing additional time to complete a business combination [142]. - The company has until February 15, 2026, to complete the proposed Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date [169]. - The company may need to raise additional funds to meet operating expenditures and complete its business combination, which could involve issuing additional securities or incurring debt [165]. - The company has not commenced any operations and will not generate operating revenues until after completing a business combination [147]. - The company had an outstanding balance of $400,000 under the Instinct Note as of September 30, 2025, which is payable upon consummation of a business combination [164]. - Approximately $786,345 remained in the Trust Account as of September 30, 2025, which is intended to be used for the initial business combination [159]. Capital Structure - The company generated gross proceeds of $143,750,000 from its Initial Public Offering of 14,375,000 Units at $10.00 per Unit [153]. - The company had 62,488 Public Shares outstanding as of September 30, 2025, following multiple redemptions by stockholders [159]. - The company will pay A.G.P. a fee of 3.5% of the gross proceeds of the Initial Public Offering, totaling $5,031,250, upon consummation of the initial Business Combination [168]. Financial Position - As of September 30, 2025, the company had a working capital deficit of $2,863,206 and only $21,280 in its operating bank account [153]. - As of September 30, 2025, the company did not have any off-balance sheet arrangements [180]. - The company has not made adjustments to the carrying amounts of assets or liabilities in the event of liquidation after the applicable extension date [169]. Valuation and Accounting - The valuation of Public Warrants is based on a traded market, while Private Placement Warrants are valued using a Monte Carlo options pricing model [175]. - The estimates used to calculate the fair value of derivative assets and liabilities may change significantly based on stock price and other assumptions [176]. - The adoption of ASU 2023-07 has not had a material impact on the company's financial statements and disclosures [178]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [170].
Relativity Acquisition (RACY) - 2025 Q3 - Quarterly Report