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Alpha Partners Technology Merger (APTM) - 2024 Q1 - Quarterly Report
APTMAlpha Partners Technology Merger (APTM)2024-09-05 01:15

IPO and Business Combination - The Company completed its IPO on July 30, 2021, raising gross proceeds of 250.0millionfromtheissuanceof25,000,000Unitsat250.0 million from the issuance of 25,000,000 Units at 10.00 per Unit, with offering costs of approximately 13.75million[135].−FollowingtheIPO,theCompanyplacedapproximately13.75 million[135]. - Following the IPO, the Company placed approximately 282.5 million of net proceeds into a Trust Account, which will be invested in U.S. government securities or money market funds until a business combination is completed[138]. - The Company signed a non-binding letter-of-intent for a business combination with Glowforge Inc. on July 26, 2023, but the LOI was terminated in Q4 2023[150]. - On August 22, 2024, the Company entered into a business combination agreement with Pubco and Tactical Resources Corp., which will involve an amalgamation under the Business Corporations Act of British Columbia[151]. - The Company must complete a business combination with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[140]. - The company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination, with the expectation that interest income will cover income tax obligations[161]. - The company has until January 30, 2025, to complete a business combination, after which a mandatory liquidation will occur if not completed[165]. - The company incurred significant costs in pursuit of its initial business combination and may need additional financing to complete it or to redeem a significant number of public shares[163]. Financial Performance - For the three months ended March 31, 2024, the company recorded a net loss of 148,236,primarilyduetooperatingandformationcostsof148,236, primarily due to operating and formation costs of 396,075 and a loss on changes in fair value of warrant liability of 844,142,partiallyoffsetbyinterestanddividendincomeof844,142, partially offset by interest and dividend income of 1,091,981[156]. - The company had net cash used in operating activities of 215,423forthethreemonthsendedMarch31,2024,whichwasimpactedbyanetlossof215,423 for the three months ended March 31, 2024, which was impacted by a net loss of 148,236 and stock-based compensation expense of 16,346[157].−AsofMarch31,2024,thecompanyhadcashof16,346[157]. - As of March 31, 2024, the company had cash of 40,944 held outside the Trust Account and a working capital deficit of 579,649,indicatingpotentialliquidityissues[165].−Thecompanyrecordedanaggregatefairvalueof579,649, indicating potential liquidity issues[165]. - The company recorded an aggregate fair value of 367,610 for 331,180 Founder Shares assigned to non-redeeming shareholders as part of non-redemption agreements[174]. - The net income per ordinary share is calculated by dividing net income by the weighted-average number of ordinary shares outstanding, excluding accretion associated with redeemable Class A ordinary shares[178]. Shareholder Actions and Redemptions - On July 27, 2023, shareholders approved an extension of the deadline for completing a business combination from July 30, 2023, to July 30, 2024, with 13,532,591 Class A ordinary shares redeemed for approximately 140.8million[146].−IntheJanuary29,2024,ExtraordinaryGeneralMeeting,shareholdersapprovedanextensiontoJanuary30,2025,with12,433,210ClassAordinarysharesredeemedforapproximately140.8 million[146]. - In the January 29, 2024, Extraordinary General Meeting, shareholders approved an extension to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately 134.1 million[147]. - A total of 13,532,591 Class A ordinary shares were redeemed at approximately 10.41pershare,resultinginanaggregateredemptionamountofapproximately10.41 per share, resulting in an aggregate redemption amount of approximately 140,838,808[179]. - After redemptions, approximately 153,169,659remainedintheCompany′strustaccount,whichdecreasedto153,169,659 remained in the Company's trust account, which decreased to 24,629,032 after further redemptions on January 29, 2024[179]. Financial Structure and Obligations - The Company has broad discretion in applying the net proceeds from the IPO and private placements, primarily aimed at consummating a business combination[139]. - The Original Sponsor and the Sponsor each agreed to pay 112,500inextensioncontributionsinDecember2023andJanuary2024[153].−Thecompanyhasnooff−balancesheetarrangementsasofMarch31,2024,indicatingastraightforwardfinancialstructure[167].−TheprincipalbalanceoftheSponsorPromissoryNoteispayableupontheconsummationofaninitialbusinesscombination,withnointerestaccruingontheunpaidprincipal[176].−AsofMarch31,2024,theoutstandingbalanceundertheSponsorPromissoryNotewas112,500 in extension contributions in December 2023 and January 2024[153]. - The company has no off-balance sheet arrangements as of March 31, 2024, indicating a straightforward financial structure[167]. - The principal balance of the Sponsor Promissory Note is payable upon the consummation of an initial business combination, with no interest accruing on the unpaid principal[176]. - As of March 31, 2024, the outstanding balance under the Sponsor Promissory Note was 481,367, while the Working Capital Loan was forgiven with a fair value of 123,500[181].AccountingandRegulatoryMatters−TheCompanyrecognizeschangesinredemptionvalueimmediately,adjustingthecarryingvalueofredeemableordinarysharestoequaltheredemptionvalueattheendofeachreportingperiod[180].−TheinitialfairvalueofthePublicWarrantswasestimatedusingabinomial/latticemodel,whilethefairvalueoftheFounderandPrivatePlacementWarrantswassetequaltothatofthePublicWarrantsduetolackofmeaningfulvolatility[184].−TheCompanyhasidentifiedcriticalaccountingestimatesthatcouldmateriallyaffectfinancialcondition,includingaccrualsassociatedwiththird−partyprovidersandthevaluationofwarrants[185].−TheCompanyisevaluatingtheimpactofASU2023−09onitsfinancialstatements,whichenhancesincometaxdisclosuresandwillbeeffectiveforannualperiodsbeginningafterDecember15,2024[186].CompensationandFees−TheChiefFinancialOfficerisentitledtoafeeof123,500[181]. Accounting and Regulatory Matters - The Company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period[180]. - The initial fair value of the Public Warrants was estimated using a binomial/lattice model, while the fair value of the Founder and Private Placement Warrants was set equal to that of the Public Warrants due to lack of meaningful volatility[184]. - The Company has identified critical accounting estimates that could materially affect financial condition, including accruals associated with third-party providers and the valuation of warrants[185]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which enhances income tax disclosures and will be effective for annual periods beginning after December 15, 2024[186]. Compensation and Fees - The Chief Financial Officer is entitled to a fee of 12,500 for services related to due diligence and will receive 365,000 Founder Shares and 175,000 Founder Warrants, with a success fee of 50,000contingentuponclosingtheinitialbusinesscombination[175].−ThecompanyenteredintoaSubscriptionAgreementallowingtheSponsortoraiseupto50,000 contingent upon closing the initial business combination[175]. - The company entered into a Subscription Agreement allowing the Sponsor to raise up to 1,500,000 for extension payments and working capital, with specific terms for share forfeiture upon completion of a business combination[171].