☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | 98-1581691 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
Empire State Building, Suite 4215 New York, NY 10001 | 10001 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchangeon which registered | ||
Class A ordinary shares included as part of the Units, par value $0.0001 per share | APTM | The Nasdaq Stock Market LLC | ||
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | APTMW | The Nasdaq Stock Market LLC | ||
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant to acquire one Class A ordinary share | APTMU | The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||||||
Emerging growth company | ☒ |
ALPHA PARTNERS TECHNOLOGY MERGER CORP.
TABLE OF CONTENTS
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Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 1. | ||||||
Item 1A. | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 5. | ||||||
Item 6. | ||||||
ASSETS | ||||
Current asset - cash | $ | 500,000 | ||
Deferred offering costs | 536,703 | |||
Total Assets | $ | 1,036,703 | ||
LIABILITIES AND SHAREHOLDER’S DEFICIT | ||||
Current liabilities | ||||
Accrued offering costs | $ | 372,065 | ||
Advance from anchor investor | 500,000 | |||
Promissory note - related party | 151,402 | |||
Total current liabilities | 1,023,467 | |||
Warrant liability | 2,036,458 | |||
Total Liabilities | 3,059,925 | |||
Commitments (see Note 6) | 0 | |||
Shareholder’s Deficit | ||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0ne issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 0ne issued and outstanding | 0 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) | 719 | |||
Additional paid-in capital | 15,948 | |||
Accumulated deficit | (2,039,889 | ) | ||
Total Shareholder’s Deficit | (2,023,222 | ) | ||
Total Liabilities and Shareholder’s Deficit | $ | 1,036,703 | ||
March 31, 2023 | December 31, 2022 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | 343,009 | $ | 726,869 | ||||
Prepaid expenses | 162,072 | 193,947 | ||||||
Receivable related to potential business combination | 374,975 | — | ||||||
Total current assets | 880,056 | 920,816 | ||||||
Investments held in Trust Account | 289,623,841 | 286,583,051 | ||||||
Total Assets | $ | 290,503,897 | $ | 287,503,867 | ||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 24,583 | $ | 38,866 | ||||
Accounts payable - related party | 8,035 | 15,377 | ||||||
Accrued expenses and other current liabilities | 1,270,972 | 1,214,321 | ||||||
Total current liabilities | 1,303,590 | 1,268,564 | ||||||
Warrant liabilities | 1,326,508 | 482,367 | ||||||
Deferred underwriting fee payable | 9,887,500 | 9,887,500 | ||||||
Total Liabilities | 12,517,598 | 11,638,431 | ||||||
Commitments (Note 6) | ||||||||
Class A ordinary shares subject to possible redemption, 28,250,000 shares at redemption value | 289,623,841 | 286,583,051 | ||||||
Shareholders’ Deficit | ||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 865,000 shares issued and outstanding (excluding 28,250,000 shares subject to possible redemption) | 87 | 87 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,062,500 shares issued and outstanding | 706 | 706 | ||||||
Additional paid-in capital | — | — | ||||||
Accumulated deficit | (11,638,335 | ) | (10,718,408 | ) | ||||
Total Shareholders’ Deficit | (11,637,542 | ) | (10,717,615 | ) | ||||
Total Liabilities and Shareholders’ Deficit | $ | 290,503,897 | $ | 287,503,867 | ||||
Three Months Ended June 30, 2021 | For the Period from February 5, 2021 (Inception) Through June 30, 2021 | |||||||
Formation costs | $ | 0 | $ | 11,764 | ||||
Loss from operations | 0 | (11,764 | ) | |||||
Change in fair value of warrant liability | 215,625 | (814,583 | ) | |||||
Loss on sale of warrants | 0 | (1,213,542 | ) | |||||
Net income (loss) | $ | 215,625 | $ | (2,039,889 | ) | |||
Weighted average shares outstanding, basic and diluted (1) | 6,250,000 | 6,250,000 | ||||||
Basic and diluted net income (loss) per ordinary share | $ | 0.03 | $ | (0.33 | ) | |||
Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | |||||||
Operating and formation costs | $ | 450,768 | $ | 624,540 | ||||
Loss from operations | (450,768 | ) | (624,540 | ) | ||||
Other income (expense): | ||||||||
Interest income on bank account | 7 | — | ||||||
Interest and dividend income on investments held in Trust Account | 3,040,790 | 28,330 | ||||||
Gain on receivable related to potential business combination | 374,975 | — | ||||||
Change in fair value of warrant liabilities | (844,141 | ) | 3,814,259 | |||||
Net income | $ | 2,120,863 | $ | 3,218,049 | ||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares | 29,115,000 | 29,115,000 | ||||||
Basic and diluted net income per share, Class A ordinary shares | $ | 0.06 | $ | 0.09 | ||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares | 7,062,500 | 7,062,500 | ||||||
Basic and diluted net income per share, Class B ordinary shares | $ | 0.06 | $ | 0.09 | ||||
Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholder’s Deficit | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance at February 5, 2021 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of Class B ordinary shares to Sponsor (1) | 7,187,500 | 719 | 15,948 | 0 | 16,667 | |||||||||||||||
Net loss | — | — | — | (2,255,514 | ) | (2,255,514 | ) | |||||||||||||
Balance at March 31, 2021 | 7,187,500 | 719 | 15,948 | (2,255,514 | ) | (2,238,847 | ) | |||||||||||||
Net income | — | — | — | 215,625 | 215,625 | |||||||||||||||
Balance at June 30, 2021 | 7,187,500 | $ | 719 | $ | 15,948 | $ | (2,039,889 | ) | $ | (2,023,222 | ) | |||||||||
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of January 1, 2023 | 865,000 | $ | 87 | 7,062,500 | $ | 706 | $ | — | $ | (10,718,408 | ) | $ | (10,717,615 | ) | ||||||||||||||
Remeasurement of Class A ordinary shares to redemption amount as of March 31, 2023 | — | — | — | — | — | (3,040,790 | ) | (3,040,790 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 2,120,863 | 2,120,863 | |||||||||||||||||||||
Balance as of March 31, 2023 | 865,000 | $ | 87 | 7,062,500 | $ | 706 | $ | — | $ | (11,638,335 | ) | $ | (11,637,542 | ) | ||||||||||||||
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance as of January 1, 2022 | 865,000 | $ | 87 | 7,062,500 | $ | 706 | $ | — | $ | (15,699,275 | ) | $ | (15,698,482 | ) | ||||||||||||||
Remeasurement of Class A ordinary shares to redemption amount as of March 31, 2022 | — | — | — | — | — | (28,330 | ) | (28,330 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 3,218,049 | 3,218,049 | |||||||||||||||||||||
Balance as of March 31, 2022 | 865,000 | $ | 87 | 7,062,500 | $ | 706 | $ | — | $ | (12,509,556 | ) | $ | (12,508,763 | ) | ||||||||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (2,039,889 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Payment of formation costs through issuance of Class B ordinary shares | 11,764 | |||
Change in fair value of warrant liability | 814,583 | |||
Loss on sale of warrants | 1,213,542 | |||
Net cash provided by (used in) operating activities | 0 | |||
Cash Flows from Financing Activities: | ||||
Advance from anchor investor | 500,681 | |||
Repayment of advance from anchor investor | (681 | ) | ||
Net cash provided by financing activities | 500,000 | |||
Net Change in Cash | 500,000 | |||
Cash - Beginning of period | 0 | |||
Cash - End of period | $ | 500,000 | ||
Non-cash investing and financing activities | ||||
Initial classification of warrant liability | $ | 1,221,875 | ||
Deferred offering included in accrued offering costs | $ | 372,065 | ||
Deferred offering costs included in promissory note—related party | $ | 151,402 | ||
Deferred offering costs paid by an affiliate of the Sponsor in exchange for issuance of Founder Units | $ | 13,236 | ||
Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | |||||||
Cash Flows from Operating Activities: | ||||||||
Net income | $ | 2,120,863 | $ | 3,218,049 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Interest and dividend income on investments held in Trust Account | (3,040,790 | ) | (28,330 | ) | ||||
Change in fair value of warrant liability | 844,141 | (3,814,259 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 31,875 | 42,538 | ||||||
Receivable related to potential business combination | (374,975 | ) | — | |||||
Accounts payable | (14,283 | ) | (6,898 | ) | ||||
Accounts payable—related party | (7,342 | ) | (17,703 | ) | ||||
Accrued expenses and other current liabilities | 56,651 | 222,505 | ||||||
Net cash used in operating activities | (383,860 | ) | (384,098 | ) | ||||
Net Change in Cash | (383,860 | ) | (384,098 | ) | ||||
Cash—Beginning of period | 726,869 | 2,124,185 | ||||||
Cash—End of period | $ | 343,009 | $ | 1,740,087 | ||||
Non-cash investing and financing activities | ||||||||
Remeasurement of Class A ordinary shares subject to redemption to redemption value | $ | 3,040,790 | $ | 28,330 | ||||
Class A ordinary shares subject to possible redemption as of December 31, 2022 | 286,583,051 | |||
Remeasurement of carrying value to redemption value as of March 31, 2023 | 3,040,790 | |||
Class A ordinary shares subject to possible redemption as of March 31, 2023 | $ | 289,623,841 | ||
Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | |||||||||||||||
Class A | Class B | Class A | Class B | |||||||||||||
Basic and diluted net income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net income | $ | 1,706,832 | $ | 414,031 | $ | 2,589,828 | $ | 628,221 | ||||||||
Denominator: | ||||||||||||||||
Basic and diluted weighted average shares outstanding | 29,115,000 | 7,062,500 | 29,115,000 | 7,062,500 | ||||||||||||
Basic and diluted net income per share | $ | 0.06 | $ | 0.06 | $ | 0.09 | $ | 0.09 |
Description | Amount at Fair Value | Level 1 | Level 2 | Level 3 | Amount at Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
June 30, 2021 | ||||||||||||||||||||||||||||||||
March 31, 2023 | ||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Investments held in Trust Account: | ||||||||||||||||||||||||||||||||
Money Market investments | $ | 289,623,841 | $ | 289,623,841 | $ | — | $ | — | ||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Warrant liability – Founder Warrants | $ | 2,036,458 | $ | 0 | $ | 0 | $ | 2,036,458 | $ | 258,958 | $ | — | $ | 258,958 | $ | — | ||||||||||||||||
Warrant liability – Private Placement Warrants | $ | 31,717 | $ | — | $ | 31,717 | $ | — | ||||||||||||||||||||||||
Warrant liability – Public Warrants | $ | 1,035,833 | $ | 1,035,833 | $ | — | $ | — | ||||||||||||||||||||||||
December 31, 2022 | ||||||||||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Investments held in Trust Account: | ||||||||||||||||||||||||||||||||
Money Market investments | $ | 286,583,051 | $ | 286,583,051 | $ | — | $ | — | ||||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||||||
Warrant liability – Founder Warrants | $ | 94,167 | $ | — | $ | 94,167 | $ | — | ||||||||||||||||||||||||
Warrant liability – Private Placement | 11,533 | — | 11,533 | — | ||||||||||||||||||||||||||||
Warrant liability – Public Warrants | 376,667 | 376,667 | — | — |
As of June 30, 2021 | At February 5, 2021 (Initial Measurement) | |||||||
Stock price | $ | 9.65 | $ | 9.58 | ||||
Strike price | $ | 11.50 | $ | 11.50 | ||||
Term (in years) | 5.5 | 5.5 | ||||||
Volatility | 20.0 | % | 25.0 | % | ||||
Risk-free rate | 1.0 | % | 0.6 | % | ||||
Dividend yield | 0 | % | 0 | % | ||||
Probability of successful Proposed Public Offering | 80.0 | % | 38.0 | % | ||||
Probability of completing a Business Combination | 80.0 | % | 80.0 | % | ||||
Fair value of warrants | $ | 0.85 | $ | 0.51 |
Warrant Liability | ||||
Initial measurement at February 5, 2021 | $ | 1,221,875 | ||
Change in fair value | 1,030,208 | |||
Fair value as of March 31, 2021 | 2,252,083 | |||
Change in fair value | (215,625 | ) | ||
Fair value as of June 30, 2021 (un audited) | $ | 2,036,458 | ||
Fair value as of December 31, 2021 | $ | 2,061,150 | ||
Change in fair value of Private Placement Warrants and Founder Warrants | (1,083,425 | ) | ||
Fair value as of March 31, 2022 | 977,725 | |||
Change in fair value of Private Placement Warrants and Founder Warrants | (660,625 | ) | ||
Fair value as of June 30, 2022 | 317,100 | |||
Change in fair value of Private Placement Warrants and Founder Warrants | (26,425 | ) | ||
Fair value as of September 30, 2022 | 290,675 | |||
Change in fair value of Private Placement Warrants and Founder Warrants | (184,975 | ) | ||
Transfer of Private Warrants, and Founder Warrants to Level 2 measurement | (105,700 | ) | ||
Fair value as of December 31, 2022 | $ | — | ||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Alpha Partners Technology Merger Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Alpha Partners Technology Merger Sponsor LLCLLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectusAnnual Report on Form 10-K for its Initial Public Offering (as defined below)the fiscal year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”). on April 17, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated on February 5, 2021 as a Cayman Island exempted company and formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Quarterly Report as our “initial business combination”. We intend to effectuate our initial business combination using cash from the proceeds of ourthe initial public offering (the “Initial Public Offering”) and the private placement of the Private Placement Units (as defined below), the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
On July 30, 2021, we consummated our IPO of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250.0 million, and incurring offering costs of approximately $13.75 million, of which $8.75 million was for deferred underwriting commissions. We granted the underwriter a 45-day option to purchase up to an additional 3,750,000 Units at the IPO price to cover over-allotments, if any. On August 3, 2021, the underwriters partially exercised the over-allotment option, and the closing of the issuance and sale of the additional 3,250,000 Over-Allotment Units occurred on August 5, 2021. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of approximately $32.5 million.
21
Simultaneously with the closing of the IPO, we consummated the Private Placement of 800,000 units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of $8.0 million. Simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the Private Placement with the Sponsor of 65,000 Additional Private Placement Units, generating total proceeds of $650,000.
Upon the closing of the IPO and the Private Placement, approximately $250.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invests only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In addition, a certain anchor investor advanced an aggregate amount of approximately $500,681 to the Company to cover the purchase of Private Placement Units. In April 2021, the Company repaid $681 to the anchor investor. Upon the closing of the IPO, the remaining advance of $500,000 was applied to the purchase of the Private Placement Units which the Company has since repaid.
Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully.
We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the prospective partner company or otherwise acquires a controlling interest in the prospective party company sufficient for it not to be required to register as an investment company under the Investment Company Act.
If we are unable to complete a Business Combination within the Combination Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the Combination Period.
As of March 31, 2023 and December 31, 2022, we held cash of $343,009 and $726,869, respectively, current liabilities of $1,303,590 and $1,268,564, respectively, and deferred underwriting compensation of $9,887,500. Further, we expect to continue to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to complete an initial business combination will be successful.
22
As of March 31, 2023, the Company has recorded a balance of $374,975 in the Receivable related to potential business combination line item on the balance sheet. This balance represents an invoice issued to the potential business combination company during the Three Months Ended March 31, 2023 for transaction expenses and merger-related activities incurred in the current and certain prior periods related to a prospective merger which was not completed. The Company has determined that it is entitled to this balance and as such, has recorded the invoice as a receivable with a resulting gain on the statement of operations for the Three Months Ended March 31, 2023. The Company received payment of the invoice in April 2023.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from February 5, 2021 (inception) through June 30, 2021three months ended March 31, 2023 and 2022 were organizational activities those necessary to prepareand identifying a target company for the Initial Public Offering, described below.a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We will generate
For the three months ended June 30, 2021,March 31, 2023, we hadrecorded net income of $215,625, which resulted entirely from the change in fair value of warrant liability.
For the three months ended March 31, 2022, we recorded net income of $3,218,049, which resulted from a gain on fair value of warrant liability of $3,814,259 and interest and dividend income on investments held in the Trust Account in the amount of $28,330, partially offset by operating and formation costs of $624,540.
Liquidity and Capital Resources
For the period from February 5, 2021 (inception) through June 30, 2021,three months ended March 31, 2023, net cash provided byused in operating activities was $0,$383,860, which was primarily due to operational costs paid during the period.
For the three months ended March 31, 2022, net cash used in operating activities was $384,098, which was due to our net loss of $2,039,889, offset by the payment of formation costs by an affiliate of our sponsor in exchange for the issuance of Class B ordinary shares of $11,764, the change in fair value of the warrant liability of $814,583$3,814,259 and a
There were no cash flows from investing activities for the operationsthree months ended March 31, 2023 and 2022.
There were no cash flows from financing activities for the three months ended March 31, 2023 and 2022.
As of the prospective partner, make other acquisitionsMarch 31, 2023 and pursue our growth strategies.
We do not believe we will needintend to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to the completion of our initial business combination, other than funds available from loans from our sponsor, members of our management team or any of their affiliates. However, if our estimatesuse substantially all of the costs of identifying a prospective partner business, undertaking
23
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsorSponsor or an affiliate of our sponsorSponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust accountTrust Account to repay such loaned amounts but no proceeds from our trust accountTrust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination company at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units.Private Placement Units. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor,Sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We have incurred and expect to continue to incur significant costs in pursuit of our primary liquidity requirements duringinitial business combination. As such, we may have insufficient funds available to operate our business through one year from the date that periodthese unaudited condensed financial statements are filed, if we do not complete a business combination prior to include approximately $155,000 for legal, accounting, due diligence, travel and other expensessuch date. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of Public Shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with anysuch business combinations; $75,000 for legalcombination. In addition, we intend to target businesses larger than we could acquire with the net proceeds of our IPO and accounting fees relatedthe sale of the private placement warrants and may as a result be required to regulatory reporting obligations; $25,000 for miscellaneous expenses incurred duringseek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the search for ancompletion of our business combination. If we are unable to complete our initial business combination prospective partner; $75,000 for continued listing fees; $700,000 for director & officer liability insurance premiums; and $100,000 will be used as a reserve for our liquidation. We will also reimburse our sponsor for office space, secretarial, research and administrative services provided to us, as well as other obligations of our sponsor, in the amount of up to $55,000 per month ($1,320,000 in the aggregate).
As of March 31, 2023, the Company had $343,009 in cash held outside of the Trust Account and a working capital deficit of $423,534, which may not be sufficient for the rightCompany to receive exclusivityoperate for at least the next 12 months from a prospective partner business, the amount that would be used as a down payment or to fund a
The Company will have until July 30, 2023 to cover expenses relatedcomplete a Business Combination. If a Business Combination is not consummated by July 30, 2023 there will be a mandatory liquidation and subsequent dissolution of the Company.
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification (“ASC”) Topic 205-40Presentation of Financial Statements- Going Concern, management has determined the factors disclosed above and the July 30, 2023 Combination Period deadline raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date that these unaudited condensed financial statements are filed. These unaudited condensed financial statements do not include any adjustments relating to the Initial Public Offering. The Promissory Note was
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of March 31, 2023 or December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of June 30, 2021, there was $151,402 outstanding under the Promissory Note. On August 6, 2021, the Company repaid the outstanding balance under the Promissory Note.2022.
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Contractual Obligations
Underwriting Agreement
We granted the underwriters a
The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,650,000 in the aggregate, upon the closing of the Initial Public OfferingIPO and partial exercise of the over-allotment option. In addition, $0.35 per unit, or $9,887,500 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completeswe complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies
Net Income (Loss) Per Ordinary Share
Net income (loss) per ordinary share is computed by dividing net lossincome by the weighted averageweighted-average number of ordinary shares outstanding during the period. Weighted average shares were reduced forAccretion associated with the effect of an aggregate of 937,500redeemable Class A ordinary shares that are subject to forfeiture ifis excluded from net income per share as the over-allotment optionredemption value approximates fair value. Therefore, the income per share calculation allocates income shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income per share is not exercised by the underwriters. The Company hassame for Class A and Class B ordinary shares. We have not considered the effect of the warrants sold in the IPO, Private Placement, and warrants included in the Founder Unitsfounder units issued to our Sponsor to purchase 2,395,833 Class A ordinaryan aggregate of 12,059,166 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants into Class A ordinary shares is contingent upon the occurrence of future events. As
Class A Ordinary Shares Subject to Possible Redemption
All of the 28,250,000 Class A ordinary shares sold as part of the units in the IPO contain a result, diluted net Income (loss) per ordinary share is the same as basic net income (loss) per ordinary shareredemption feature which allows for the periods presented.redemption of such Public Shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), redemption provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity.
We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.
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Warrant Liabilities
We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
Recent Accounting Standards
Our management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
This item is not applicable as we were not subject to any market or interest rate risk.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As of the date of this Quarterly Report, are any ofthere have been no material changes to the risks describedrisk factors disclosed in our final prospectus for our Initial Public OfferingAnnual Report on Form 10-K filed with the SEC on July 29, 2021.April 17, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no materialWe may disclose changes to thesuch risk factors disclosedor disclose additional risk factors from time to time in our final prospectus for our Initial Public Offering filedfuture filings with the SEC on July 29, 2021.SEC.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form
* | Filed herewith. |
** | Furnished. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Alpha Partners Technology Merger Corp. | ||||||
Date: | By: | /s/ Matthew R. Krna | ||||
Matthew R. Krna | ||||||
Chief Executive Officer |
Alpha Partners Technology Merger Corp. | ||||||||||
Date: | By: | /s/ Sean O’Brien | ||||||||
Sean O’Brien | ||||||||||
Chief Financial Officer |
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