Alpha Partners Technology Merger (APTM) - 2024 Q4 - Annual Report

IPO and Financial Proceeds - The company completed its IPO on July 30, 2021, raising gross proceeds of $250 million from the sale of 25 million units at$10.00 per unit, with offering costs of approximately $13.75 million[19]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately$32.5 million in gross proceeds[19]. - The company placed approximately $282.5 million of net proceeds from the IPO and private placement into a trust account, which will be invested in U.S. government securities[21]. - As of the January 2025 Extraordinary General Meeting, the company had$1,707,149 remaining in its Trust Account after redemptions[32]. - The net proceeds from the public offering and the sale of private placement units provided the company with $272,612,500 in the trust account for completing its Initial Business Combination[152]. - As of January 23, 2025, the balance of the trust account is$1,707,149 after redemptions[152]. Business Combination Plans - The company plans to undergo a business combination with Tactical Resources Corp., involving a transfer to British Columbia and subsequent amalgamation[33]. - The business combination will involve the exchange of Class A and Class B ordinary shares on a one-for-one basis for common shares in the new entity[34]. - The company has a requirement to complete an Initial Business Combination with a fair market value of at least 80% of the net assets held in the Trust Account[24]. - The Company entered into a Business Combination Agreement with TRC, which includes customary representations and warranties regarding corporate organization, financial statements, and compliance with laws[36]. - The company has until July 30, 2025, to complete the Business Combination, or it will face mandatory liquidation[101]. Redemption Rights and Shareholder Approval - Public shareholders will have the opportunity to redeem their shares at a per-share price of approximately $10.00, based on the amount in the Trust Account prior to the Initial Business Combination[65]. - The company will not proceed with redemptions if the Initial Business Combination does not close, and all shares submitted for redemption will be returned to the holders[66]. - A public shareholder can redeem up to 15$140.8 million redeemed at a price of $10.41 per share during the July 2023 meeting[27]. - The company anticipates that the total cash consideration required for the Initial Business Combination may exceed the available cash, which would prevent completion of the transaction[66]. - The company cannot assure that claims from creditors will not reduce the actual per-share redemption amount below$10.00[89]. - The company may not be able to meet minimum net worth or cash requirements for a business combination if too many public shareholders exercise their redemption rights[108]. - The company may incur substantial debt to complete the Initial Business Combination, which could adversely affect its leverage and financial condition[150]. Management and Operational Concerns - The company has not actively searched for a business partner since entering the Business Combination Agreement but may initiate a search in the future[44]. - The company intends to conduct extensive due diligence on prospective partner businesses, including meetings with management and document reviews[48]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[192]. - The success of the Initial Business Combination relies heavily on key personnel, and their potential departure could negatively impact post-combination profitability[194]. - The personal and financial interests of the executive officers and directors may influence their decisions regarding prospective partner businesses[149]. Competition and Market Conditions - There is intense competition for identifying and selecting a prospective partner business, with competitors having greater financial and technical resources[95]. - The ability to consummate a Business Combination may be adversely affected by global economic and geopolitical events, impacting market conditions and financing availability[114]. - The company may face intense competition from other entities with similar business objectives, which could hinder its ability to complete the Initial Business Combination[121]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete the Initial Business Combination[130]. Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified as of December 31, 2024, which could lead to misstatements in financial statements[173]. - Remediation steps have been implemented to improve internal controls, but there is no assurance that these efforts will be effective[175]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with acquisitions, particularly for prospective partners lacking adequate internal controls[170]. Shareholder Influence and Governance - The company's Sponsor and management team own 34.12% of the outstanding ordinary shares, which may influence shareholder votes on the Initial Business Combination[107]. - Initial shareholders and the Sponsor currently own approximately 87.4% of the issued and outstanding ordinary shares, exerting substantial influence over shareholder votes[167]. - The company has not adopted a policy to prevent conflicts of interest among directors and officers regarding business opportunities[202]. - The company may engage underwriters for additional services, which could lead to potential conflicts of interest due to financial incentives tied to the Initial Business Combination[204]. Warrant and Share Issuance - The company may issue up to 200,000,000 Class A ordinary shares, with 198,983,167 authorized but unissued shares available for issuance[219]. - Additional Class A ordinary shares or preference shares may be issued to complete the Initial Business Combination, potentially diluting existing shareholders' interests[220]. - The issuance of additional shares could significantly dilute equity interests and may adversely affect market prices for units, Class A ordinary shares, and/or warrants[220]. - The company may require holders of warrants to exercise them on a cashless basis, resulting in fewer Class A ordinary shares received compared to cash exercise[214].