Company Overview - The company is a blank check company incorporated on March 17, 2021, aiming to effectuate a Business Combination using cash from its Initial Public Offering and Private Placement Warrants[486]. - The company has not commenced any operations as of December 31, 2023, and will not generate operating revenues until after completing its initial Business Combination[548]. - The Company changed its name from "Portage Fintech Acquisition Corporation" to "Perception Capital Corp. III" on October 11, 2023[560]. Financial Statements and Condition - The financial statements include balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, which are essential for understanding the company's financial condition[488]. - The company has not reported any financial statement schedules, suggesting a focus on the primary financial documents[488]. - The company’s financial disclosures are intended to provide insights into its operational performance and future outlook[485]. - The company emphasizes the importance of understanding risk factors that could impact its financial results and business strategy[485]. - The company has identified critical accounting policies that may materially differ from actual results, affecting reported amounts of assets and liabilities[569]. Business Combination Plans - The company plans to utilize a combination of cash, shares, and debt for its Business Combination, indicating a flexible approach to financing[486]. - The Business Combination Agreement dated February 6, 2024, involves multiple parties, including Perception Capital Corp. III and RBio Energy Holdings Corp[489]. - The company is positioned for potential market expansion through strategic mergers and acquisitions as part of its Business Combination strategy[486]. - The Business Combination is expected to be completed after receiving necessary approvals from shareholders and satisfying customary conditions[495]. - RBio Energy stockholders will exchange all their shares for shares of common stock of NewPubco, making RBio Energy a wholly owned subsidiary of NewPubco[494]. - The company’s initial Business Combination must involve target businesses with a fair market value of at least 80% of the balance held in the Trust Account[556]. - The company has until July 23, 2024, to complete a Business Combination, with substantial doubt about its ability to continue as a going concern if not completed by this date[564]. Financial Performance - As of December 31, 2023, the company reported a net income of $7,148,065, which included $7,528,510 of investment income from the Trust Account and $1,218,025 from changes in the fair value of warrant liabilities[521]. - Net income for the year ended December 31, 2023, was $7,148,065, down from $8,556,001 in the previous year, reflecting a decrease of about 16%[539]. - For the year ended December 31, 2022, the company reported a net income of $8,556,001, primarily from investment income and changes in the fair value of warrant liabilities[512]. - Basic and diluted net income per Class A ordinary share increased to $0.32 from $0.26 year-over-year[539]. - The accumulated deficit as of December 31, 2023, stands at $(3,285,486), an improvement from $(9,204,582) in 2022[536]. Cash and Investments - The company had cash of $102,925 as of December 31, 2023, intended for identifying and evaluating target businesses and related due diligence[528]. - As of December 31, 2023, total current assets decreased to $405,264 from $865,741 as of December 31, 2022, representing a decline of approximately 53%[536]. - Investments held in Trust Account decreased significantly to $41,678,895 from $263,269,821, a reduction of about 84% year-over-year[536]. - Cash withdrawn from the Trust Account in connection with redemption amounted to $229,119,437, with net cash provided by investing activities also at $229,119,437[545]. - The Company had cash of $102,925 at the end of 2023, down from $368,687 at the end of 2022[545]. Costs and Expenses - The company anticipates incurring significant costs in pursuing its acquisition plans[492]. - The company incurred $15,406,275 in Initial Public Offering related costs, including $5,182,276 in underwriting fees[524]. - General and administrative expenses increased to $3,285,023 in 2023 from $2,721,330 in 2022, marking an increase of approximately 21%[539]. - The Company recognized $70,000 for administrative support services and approximately $444,000 for reimbursement of compensation expenses for the year ended December 31, 2023[565]. - An advisor fee of $2.0 million and a transaction fee of 5% of gross proceeds raised from investors is due to J.V.B Financial Group for capital markets advisory services[568]. Shareholder Actions and Agreements - The company extended the deadline for completing an initial Business Combination from July 23, 2023, to July 23, 2024, with shareholders redeeming 22,001,009 Class A ordinary shares for approximately $229.1 million[507]. - The Sponsor Support Agreement ensures the Sponsor will vote in favor of the Business Combination and waive certain anti-dilution rights[498]. - The company entered into a Subscription Agreement on August 1, 2023, for a cash contribution of $1,300,000 to cover working capital expenses[510]. - The Investor will contribute a total of $1,300,000, with an initial tranche of $650,000 to be paid within five business days of the Subscription Agreement[530]. Liabilities and Financial Position - Total liabilities decreased to $3,690,102 from $7,443,571, indicating a reduction of approximately 50%[536]. - The Subscription Agreement liability as of December 31, 2023, is recorded at $650,000[536]. - The deferred underwriting fee payable was $0 as of December 31, 2023, following waivers from underwriters totaling $9,068,983[567]. - The change in fair value of warrant liabilities resulted in a loss of $1,218,025 compared to a gain of $6,857,978 in the previous year[539]. - Net cash used in operating activities increased to $(2,165,762) in 2023 from $(801,362) in 2022[545].
Portage Fintech Acquisition (PFTA) - 2023 Q4 - Annual Report