BM3EAC Corp. Table of Contents 30 June 2024 |
Page(s) | |
Interim Directors’ Report | 1 – 9 |
Statement of Directors' Responsibilities | 10 |
Unaudited Condensed Statement of Financial Position | 11 |
Unaudited Condensed Statement of Comprehensive Income | 12 |
Unaudited Condensed Statement of Changes in Shareholders’ Equity | 13 |
Unaudited Condensed Statement of Cash Flows | 14 |
Notes to the Unaudited Condensed Financial Statements | 15 - 32 |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
Name | Position |
Vijay Rajguru | Executive Director and Chairman of the Board |
Rosalia Portela | Executive Director |
Steven P. Vincent | Non-Executive Director |
Carlos Sagasta | Independent Non-Executive Director |
Stephan Walz | Independent Non-Executive Director |
Brenda Rennick | Independent Non-Executive Director |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
Risk category | Risk description | Potential impact |
Strategic | The Company may face significant competition for Business Combination opportunities | High |
Strategic | There is no assurance that the Company will identify suitable Business Combination opportunities | High |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
Strategic | The ability of the Company to negotiate a Business Combination on favorable terms could be affected by the time available to complete the Business Combination, following the re-purposing and continuation of the Company | High |
Financial | The Company may need to arrange third-party financing and there can be no assurance that it will be able to obtain such financing, which could compel the Company to restructure or abandon a particular proposed Business Combination | High |
Financial | If the Company’s working capital is insufficient, it could inhibit the Company’s search for a target business and therefore the ability to complete a Business Combination | High |
Operational | The Company’s success is dependent upon the Directors, Brigade and/or M3 to identify and execute a Business Combination and the departure of key individuals could adversely affect the Company group of individuals and other key personnel | High |
Operational | The Company’s search for a target business may be materially adversely affected by macroeconomic events as well as other adverse conditions on the public financial markets | Medium |
Operational | Harm to the reputation of the Company, the Sponsor Entity (or any of its affiliates) or the Directors may materially adversely affect the Company | Medium |
Operational | The Company is reliant on the continuation of certain service provider appointments, including advisors, legal counsel, auditor, listing agent and others. In the event of termination of any such appointments, the Company would need to appoint replacement service providers | Medium |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
BM3EAC Corp. Interim Directors’ Report 30 June 2024 |
Name | Position |
Steven P. Vincent | Non-Executive Director |
Carlos Sagasta | Independent Non-Executive Director |
Stephan Walz | Independent Non-Executive Director |
Brenda Rennick | Independent Non-Executive Director |
Name | Position | Sponsor Shares |
Vijay Rajguru | Executive Director and chairman of the Board | 25,000 |
Rosalia Portela | Executive Director | 20,000 |
Steven P. Vincent | Non-Executive Director | - |
Carlos Sagasta | Independent Non-Executive Director | 20,000 |
Stephan Walz | Independent Non-Executive Director | 20,000 |
Brenda Rennick | Independent Non-Executive Director | 20,000 |
BM3EAC Corp. Statement of Directors' Responsibilities 30 June 2024 |
30 June 2024 |
30 June 2024 (Unaudited) | 31 December 2023 (Audited) | ||
Note | $ | $ | |
Assets | |||
Cash | 3 | 199,496 | 35,590 |
Prepayments | 62,050 | 180 | |
Total assets | 261,546 | 35,770 | |
Shareholders' equity and liabilities | |||
Shareholders' equity | |||
Share capital | 5 | 625 | 625 |
Retained deficit | (476,311) | (143,867) | |
Total shareholders' deficit | (475,686) | (143,242) | |
Liabilities | |||
Promissory note | 9 | 650,000 | - |
Accrued interest on promissory note | 9 | 18,257 | - |
Accrued expenses | 68,975 | 179,012 | |
Total liabilities | 737,232 | 179,012 | |
Total shareholders' equity and liabilities | 261,546 | 35,770 |
For the period from 1 January 2024 to 30 June 2024 |
Note | $ | $ | |
Income | |||
Interest income | 2,804 | 6,313,913 | |
Net change in unrealised losses on financial assets and liabilities at fair value through profit or loss | 5.3 | - | (13,079,000) |
Realised gains on financial assets and liabilities at fair value through profit or loss | 5.3 | - | 21,100,000 |
Other income | - | 216 | |
Total income | 2,804 | 14,335,129 | |
Expenses | |||
Operational expenses | 6 | 316,991 | 482,846 |
Interest expense on promissory note | 9 | 18,257 | - |
Interest expense calculated using the effective interest method | - | 8,816,525 | |
Total expenses | 335,248 | 9,299,371 | |
Net (loss)/income for the period | (332,444) | 5,035,758 | |
Total comprehensive (loss)/gain for period | (332,444) | 5,035,758 | |
Basic (loss)/earnings per share | 8 | ($0.05) | $0.81 |
Diluted (loss)/earnings per share | 8 | ($0.05) | $0.81 |
Unaudited Condensed Statement of Changes in Shareholders’ Equity For the period from 1 January 2024 to 30 June 2024 |
Share capital | Retained deficit | ||
$ | $ | $ | |
Opening balance – 1 January 2024 | 625 | (143,867) | (143,242) |
Comprehensive loss for the period | - | (332,444) | (332,444) |
Total comprehensive loss for the period | - | (332,444) | (332,444) |
Closing balance – 30 June 2024 | 625 | (476,311) | (475,686) |
Share capital | Total | ||
$ | $ | $ | |
Opening balance – 1 January 2023 | 625 | (4,755,417) | (4,754,792) |
Comprehensive income for the period | - | 5,035,758 | 5,035,758 |
Total comprehensive income for the period | - | 5,035,758 | 5,035,758 |
Closing balance – 30 June 2023 | 625 | 280,340 | 280,965 |
Unaudited Condensed Statement of Cash Flows For the period from 1 January 2024 to 30 June 2024 |
Cash flows from operating activities: | |||
Net (loss)/income for the period | (332,444) | 5,035,758 | |
Adjustments to reconcile net (loss)/income for the period to net cash (used in)/generated from operating activities: | |||
Adjustment for: Net change in unrealised losses on financial assets and liabilities at fair value through profit or loss | - | 13,079,000 | |
Realised gains on financial assets and liabilities at fair value through profit or loss | - | (21,100,000) | |
Interest expense calculated using the effective interest method | - | 8,816,525 | |
Changes in: | |||
Prepayments | (61,870) | 301,694 | |
Accrued expenses | (110,037) | (72,475) | |
Accrued interest on promissory note | 18,257 | - | |
Net cash (used in)/generated from operating activities | (486,094) | 6,060,502 | |
Cash flows from investing activities: | |||
Deposit of interest income on Escrow Account | - | (6,309,711) | |
Withdrawal from Escrow Account towards redemption of Units and Redeemable Ordinary Shares | - | 264,380,492 | |
Net cash generated from investing activities | - | 258,070,781 | |
Cash flows from financing activities: | |||
Deposit from borrowing under promissory note | 650,000 | - | |
Redemption of Units and Redeemable Ordinary Shares | - | (264,380,492) | |
Net cash generated from/(used in) financing activities | 650,000 | (264,380,492) | |
Net change in cash | 163,906 | (249,209) | |
Cash at beginning of the period | 35,590 | 369,832 | |
Cash at end of the period | 199,496 | 120,623 |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
1. General information |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
1. General information (continued) |
2.Summary of material accounting policies |
2.1Basis of preparation |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
2.Summary of material accounting policies (continued) |
2.2Use of estimates and judgements |
2.3Going concern |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
2.Summary of material accounting policies (continued) |
2.5Functional and presentation currency |
(i)Functional currency |
(ii)Transactions and balances |
2.6Financial instruments |
(i)Recognition and initial measurement |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
2.Summary of material accounting policies (continued) |
2.6Financial instruments (continued) |
(ii)Classification and subsequent measurement |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
2.Summary of material accounting policies (continued) |
2.6Financial instruments (continued) |
(iii)Amortised cost |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
2.Summary of material accounting policies (continued) |
2.6Financial instruments (continued) |
(v) Impairment |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
(vi)Derecognition |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
2.Summary of material accounting policies (continued) |
2.6Financial instruments (continued) |
(vi)Derecognition (continued) |
2.7Cash |
2.8Prepayments |
2.9Taxation |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
2.10Related parties |
3.Cash |
30 June 2024 $ | 31 December 2023 $ | ||
Current account | 199,496 | 35,590 | |
Total cash | 199,496 | 35,590 |
4.Financial risk management |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
4.Financial risk management (continued) |
4.1 Market risk management |
4.2 Liquidity risk management |
3 - 12 months $ | Total $ | |||
Assets | ||||
Cash | 199,496 | - | - | 199,496 |
199,496 | - | - | 199,496 | |
Liabilities | ||||
Promissory note | 650,000 | - | - | 650,000 |
Accrued interest on promissory note | 18,257 | - | - | 18,257 |
Accrued expenses | - | 68,975 | - | 68,975 |
668,257 | 68,975 | - | 737,232 | |
Net liquidity position | (468,761) | (68,975) | - | (537,736) |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
4.Financial risk management (continued) |
4. 2 Liquidity risk management (continued) |
3 - 12 months $ | 12 - 18 months $ | Total $ | ||
Assets | ||||
Cash | 35,590 | - | - | 35,590 |
35,590 | - | - | 35,590 | |
Liabilities | ||||
Accrued expenses | - | 179,012 | - | 179,012 |
- | 179,012 | - | 179,012 | |
Net liquidity position | 35,590 | (179,012) | - | (143,422) |
4. 3 Credit risk management |
Credit Ratings | Moody's | Standard & Poor's | Fitch | |
Goldman Sachs | 199,496 | A2 | BBB+ | A |
199,496 |
Credit Ratings | Moody's | Standard & Poor's | Fitch | |
Goldman Sachs | 35,590 | A2 | BBB+ | A |
35,590 |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
4.Financial risk management (continued) |
4. 3 Credit risk management (continued) |
4.4 Capital risk management |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
Financial instruments held in treasury as at | 30 June 2024 | 31 December 2023 |
Redeemable Ordinary Shares | 25,000,000 | 25,000,000 |
6.Operating costs |
7.Dividends |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
8.Net (loss)/earnings per share |
8.1.Basic net (loss)/earnings per share |
30 June 2023 $ | ||
Numerator | ||
Net (loss)/earnings for the period used in basic (loss)/earnings per share | (332,444) | 5,035,758 |
Total net (loss)/earnings for the period used in basic (loss)/earnings per share | (332,444) | 5,035,758 |
Denominator | ||
Weighted average number of Sponsor Shares used in basic (loss)/ earnings per share | 6,250,000 | 625 |
Total weighted average number of Sponsor Shares used in basic (loss)/ earnings per share | 6,250,000 | 6,250,000 |
8.2.Diluted net earnings per share |
9. Promissory Note |
10.Related party transactions |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
10.Related party transactions (continued) |
30 June 2024 (2023: same) | Issued | Transfers | |||
Sponsor shares | |||||
Brigade SPAC Sponsor II LLC | 6,145,000 | - | - | - | 6,145,000 |
Vijay Rajguru (Executive director and chairman) | 25,000 | - | - | - | 25,000 |
Rosalia Portela (Executive director) | 20,000 | - | - | - | 20,000 |
Carlos Sagasta (Non-executive director) | 20,000 | - | - | - | 20,000 |
Stephan Walz (Non-executive director) | 20,000 | - | - | - | 20,000 |
Brenda Rennick (Non- executive director) | 20,000 | - | - | - | 20,000 |
6,250,000 | - | - | - | 6,250,000 |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
11.Income tax |
12.Accounting classification and fair value |
30 June 2024 | Fair Value | Fair value hierarchy level | |
Financial assets measured at amortised cost | |||
Cash | 199,496 | 199,496 | Level 1 |
199,496 | 199,496 | ||
Financial liabilities measured at amortised cost | |||
Promissory note | 650,000 | 650,000 | Level 2 |
Accrued interest on promissory note | 18,257 | 18,257 | Level 2 |
Accrued expenses | 68,975 | 68,975 | Level 2 |
737,232 | 737,232 |
Notes to the Unaudited Condensed Financial Statements 30 June 2024 |
12.Accounting classification and fair value (continued) |
31 December 2023 | Fair Value | Fair value hierarchy level | |
Financial assets measured at amortised cost | |||
Cash | 35,590 | 35,590 | Level 1 |
35,590 | 35,590 | ||
Financial liabilities measured at amortised cost | |||
Accrued expenses | 179,012 | 179,012 | Level 2 |
179,012 | 179,012 |