Financial Position - As of September 30, 2022, the company had cash and marketable securities held in the Trust Account of $17,553,499, with a working capital deficit of $4,464,437[182][187]. - As of September 30, 2022, the company had $76 in cash held outside the Trust Account, indicating a significant reliance on the Trust Account for operations[187]. - The company has no off-balance sheet arrangements as of September 30, 2022[192]. Income and Revenue - For the three months ended September 30, 2022, the company reported a net income of $1,459,229, primarily from a gain on the change in fair value of warrant liabilities of $1,916,000[175]. - For the nine months ended September 30, 2022, the company achieved a net income of $4,837,633, driven by a gain on the change in fair value of warrant liabilities of $6,262,250[178]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[174]. Initial Public Offering - The company completed its Initial Public Offering on November 25, 2020, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units[180]. - Following the Initial Public Offering, the company incurred transaction costs totaling $4,099,907, including $2,300,000 in underwriting fees[181]. - The Company issued 250,000 shares of common stock and 15,000 shares to a Consultant as part of a private placement, accounting for these as deferred offering costs related to the Initial Public Offering[200]. Stockholder Actions - The company redeemed 6,732,987 shares for $69,700,628 in connection with a stockholder meeting held on May 5, 2022[182]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, reflecting uncertain future events outside the Company's control[201]. Future Outlook and Concerns - The company anticipates incurring significant costs in pursuit of its acquisition plans, raising doubts about its ability to continue as a going concern[191]. - The Company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[204]. - The Financial Accounting Standards Board issued ASU 2020-06, effective January 1, 2024, simplifying accounting for certain financial instruments, with no expected initial impact on the Company's financial statements[206]. Earnings Per Share - Net income per share is calculated by dividing net income by the weighted average number of common shares outstanding, with redeemable and non-redeemable shares presented as one class[203].
Breeze Acquisition (BREZ) - 2022 Q3 - Quarterly Report