Alpha Partners Technology Merger (APTM) - 2024 Q2 - Quarterly Report

Financial Performance - The company reported a net income of $407,059 for the three months ended June 30, 2024, compared to a net income of$3,943,986 for the same period in 2023, indicating a decrease of about 90%[18]. - For the six months ended June 30, 2024, the net income was $258,823, compared to$6,064,849 for the same period in 2023, indicating a significant decrease in profitability[27]. - Basic and diluted net income per share for Class A ordinary shares was $0.04 for the three months ended June 30, 2024, compared to$0.11 for the same period in 2023, a decline of approximately 64%[18]. - The net income for the three months ended June 30, 2024, was $125,533, with a basic and diluted net income per share of$0.04 for Class A and Class B ordinary shares[77]. - For the six months ended June 30, 2024, the net income was $3,174,049, resulting in a basic and diluted net income per share of$0.11 for both Class A and Class B ordinary shares[77]. Assets and Liabilities - Total current assets decreased from $250,885,000 as of December 31, 2023, to$110,961,000 as of June 30, 2024, representing a decline of approximately 56%[15]. - Total liabilities rose to $2,064,392 as of June 30, 2024, compared to$724,355 as of December 31, 2023, representing an increase of approximately 185%[17]. - The accumulated deficit increased from $(699,263) as of December 31, 2023, to$(1,954,224) as of June 30, 2024, marking an increase of about 179%[17]. - The total shareholders' deficit increased from $(698,470) as of December 31, 2023, to$(1,953,431) as of June 30, 2024, indicating an increase of about 179%[17]. - As of June 30, 2024, the company had $49,390 in cash outside the Trust Account and a working capital deficit of$1,109,289, raising concerns about its ability to operate for the next 12 months[52]. Cash Flow and Investments - Net cash used in operating activities was $(444,477) for the six months ended June 30, 2024, compared to$(422,356) for the same period in 2023, reflecting a slight increase in cash outflow[27]. - The company held investments in the Trust Account valued at $25,096,330 as of June 30, 2024, down from$157,330,245 as of December 31, 2023, a decrease of about 84%[15]. - Interest and dividend income on investments held in the Trust Account decreased to $283,319 for the three months ended June 30, 2024, from$3,453,154 in the same period of 2023, a decline of approximately 92%[18]. - The company provided $134,059,215 in cash to redeeming shareholders, resulting in a net cash provided by investing activities of$133,609,215[27]. - The cash balance at the end of the period was $49,390, a decrease from$304,513 at the end of the previous period[27]. Business Operations and Future Plans - The company has not commenced any operations as of June 30, 2024, and all activities relate to the search for a prospective initial Business Combination[33]. - The company has extended the deadline to complete a Business Combination from July 30, 2024, to January 30, 2025, as approved by shareholders[43]. - The company will cease operations and redeem Public Shares if a Business Combination is not completed within the Combination Period[43]. - The Company entered into a business combination agreement with Tactical Resources Corp. on August 22, 2024, following a previous non-binding letter of intent with Glowforge Inc. that was terminated in Q4 2023[51]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination[175]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq indicating non-compliance with the listing rule requiring a business combination within 36 months of the IPO, with potential delisting effective August 6, 2024[135]. - The Company has 180 days to regain compliance with the Market Value of Listed Securities (MVLS) Rule, requiring a minimum MVLS of $35 million for at least ten consecutive business days[137]. - On September 23, 2024, the Nasdaq Panel granted the Company continued listing, provided compliance with initial listing standards by January 27, 2025[139]. Internal Controls and Accounting - The company identified a material weakness in internal controls related to compliance with an agreement during the fiscal year ended December 31, 2023[202]. - A material weakness was also noted in the proper accrual of fees owed to vendors during the quarters ended March 31, 2024, and June 30, 2024[202]. - As of June 30, 2024, the company's disclosure controls and procedures were deemed ineffective due to the identified material weaknesses[203]. - The company plans to enhance its review process for complex agreements and improve access to accounting literature[204]. - The company aims to improve communication with vendors regarding necessary accruals[205]. Shareholder and Sponsor Activities - The Sponsor purchased 3,902,648 founder units from the Original Sponsor for an aggregate purchase price of$1, with each unit consisting of one Class B ordinary share and one-third of a redeemable warrant[88]. - The Original Sponsor is no longer required to make monthly payments to the Company after the Extension Proposal was approved, which previously amounted to $225,000 per month[49]. - The Company may raise up to$1,500,000 from an Investor to fund extension payments and working capital, with $250,000 already received upon execution of the Subscription Agreement[52]. - The Company recorded an aggregate redemption amount of approximately$140,838,808 for 13,532,591 Class A ordinary shares at a redemption price of approximately $10.41 per share[193]. - The Chief Financial Officer is entitled to a fee of$12,500 for services related to due diligence, with additional compensation in the form of 365,000 Founder Shares and 175,000 Founder Warrants[102].