Financial Position - As of September 30, 2023, the company had $30,377 held outside of the Trust Account for working capital and $6,306,900 held inside the Trust Account[146]. - As of September 30, 2023, the company had a working capital deficit of approximately $2,077,000[163]. - The company has current liabilities of $2,162,638 as of September 30, 2023, compared to $2,767,200 as of December 31, 2022, indicating a decrease in liabilities[172]. - The working capital deficit was $(2,076,846) as of September 30, 2023, an improvement from $(2,557,078) as of December 31, 2022[172]. - The company has a Promissory Note outstanding of $803,000 as of September 30, 2023, with $647,000 remaining available for financing transaction costs[163]. Financial Performance - For the nine months ended September 30, 2023, the company reported a net loss of $366,901 compared to a net income of $7,759,270 for the same period in 2022[155]. - For the three months ended September 30, 2023, the company had a net income of $281,071, down from $2,544,056 in the same period in 2022[156]. - The company incurred offering costs of $23,191,740 related to its Initial Public Offering, including an underwriting fee of $8,280,000[161]. Going Concern - The company has determined that there is substantial doubt about its ability to continue as a going concern due to liquidity uncertainties[166]. - The company has until February 10, 2024, to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed[170]. - If the Business Combination is not completed, the company will redeem 100% of the common stock sold in the Initial Public Offering at a per-share price based on the Trust Account balance[170]. Compliance and Regulatory Matters - The company received a deficiency letter from Nasdaq regarding its Market Value of Listed Securities (MVLS), which was below the $35 million requirement, but regained compliance by November 8, 2023[151][152]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[173]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[174]. - Management does not anticipate that recently issued accounting pronouncements will materially affect the unaudited condensed financial statements[175]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[176]. Shareholder Matters - The company issued 10,349,999 shares of Class A common stock upon the conversion of Class B common stock held by the Sponsor, resulting in approximately 94.9% of the issued Class A common stock being held by the Sponsor[150]. - The company may seek additional working capital through a Working Capital Loan from the Sponsor or an affiliate to finance ongoing operating costs[172].
Thunder Bridge Capital Partners III (TBCP) - 2023 Q3 - Quarterly Report