美國

證券和交易委員會

華盛頓特區 20549

表格 10-Q

（標記一）

☒ 根據1934年證券交易法第13或15(d)節的季度報告

截至季度結束：九月三十日， 2024

or

☐ 根據1934年證券交易法第13或15(d)節的轉型報告書

對於從________到________的過渡期

佣金 文件編號: 001-41667

根據法案第12(b)節註冊的證券:

請勾選是否註冊者(1)已在1934年證券交易法第13或15(d)條的要求下按時提交最近12個月(或該註冊者需提交該報告的更短期限), (2)在過去90天內已提交此類報告要求。

是 ☒ No ☐

請勾選註冊人是否已根據規則405的電子數據規則(S-T §232.405)遞交了每個交互式數據文件在最近12個月內(或該註冊人需遞交此類文件的更短期限內應遞交的交互式數據文件。)

是 ☒ No ☐

請在以下紅字選項中打勾，指明註冊人是大型加速存儲器、加速存儲器、非加速存儲器、小型報告公司或新興增長公司。 請參閱《證券交易所法》第120億.2條中大型加速存儲器、「加速存儲器」、「小型報告公司」和「新興增長公司」的定義。

如果是新興成長公司，請勾選，如果註冊人已選擇不使用根據交易所法案第13(a)條提供的任何新的或修改的財務會計準則的延長過渡期，請勾選。 ☐

請打勾表示申報人是空殼公司（如證券交易法12b-2條例所定義）。 是☒ 否 ☐

截至2024年11月19日， 2,182,114 截至2024年7月30日，已發行並流通紀實8,963,000普通股，每股面值爲$4。0.0001 每股發行並流通。

TMT收購公司

2024年9月30日結束的第三季度10-Q表格

目錄

部分I—財務信息

項目1. 簡明合併財務報表

TMT 收購公司。

彙編簡明資產負債表

附註是這些未經審計的簡明綜合財務報表的組成部分。

TMT 收購公司。

精簡 合併損益表

(未經審計)

附註是這些未經審計的簡明綜合財務報表的組成部分。

TMT 收購公司。

簡明 合併股東（虧損）/權益變動表

(未經審計)

附註是這些未經審計的簡明綜合財務報表的組成部分。

TMT 收購公司。

簡明綜合現金流量表

(未經審計)

附註是這些未經審計的簡明綜合財務報表的組成部分。

TMT 收購公司。

注：未經審計的簡明合併基本報表附註

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “our,” “us” or “we” refer to TMT Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception to September 30, 2024, have been organizational activities and those necessary to consummate the Initial Public Offering (“IPO”) and activities for the initial business combination, described below. Following our IPO, we will not generate any operating revenues until the completion of our initial business combination. We generated non-operating income in the form of interest income after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2024, we had a net income of $493,852, which consists of income from trust of $863,959 being net off by loss of $340,107 derived from formation and operating costs and of $30,000 derived from administrative fees.

For the nine months ended September 30, 2024, we had a net income of $1,251,902, which consists of income from trust of $2,259,388 being net off by loss of $917,486 derived from formation and operating costs and of $90,000 derived from administrative fees.

For the three months ended September 30, 2023, we had a net income of $685,420, which consists of income from trust of $804,420 being net off by loss of $89,000 derived from formation and operating costs and $30,000 derived from administrative fees.

For the nine months ended September 30, 2023, we had a net income of $1,056,943, which consists of income from trust of $1,406,946 being net off by loss of $280,003 derived from formation and operating costs and $70,000 derived from administrative fees.

Liquidity and Capital Resources

On March 30, 2023, we consummated our IPO of 6,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $60,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 370,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $3,700,000.

Transaction costs amounted to $3,868,701 consisting of $1,200,000 of underwriting discount and $2,668,701 of other offering costs.

Following the closing of our IPO, an aggregate of $61,200,000 ($10.20 per Unit) from the net proceeds and the sale of the Private Placement Units was held in a Trust Account (“Trust Account”). As of September 30, 2024 and December 31, 2023, we had marketable securities held in the Trust Account of $67,059,866 and $63,460,478, respectively, consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds or notes with a maturity of 180 days or less. We intend to use substantially the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less amounts released to us for taxes payable) to complete our initial business combination. We may withdraw interest to pay taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our taxes. Through September 30, 2024 and 2023, we did not withdraw any income earned on the Trust Account to pay our taxes, respectively. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2024 and December 31, 2023, we had a cash balance of $89,180 and $46,778 and a working capital deficit of $2,650,198 and $302,711, respectively. The Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. In addition, in order to finance transaction costs in connection with a business combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan us funds as may be required. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, management believes that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would 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 account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,800,000 of such loans may be convertible into working capital units, at a price of $10.00 per unit at the option of the lender. The working capital units would be identical to the private units, each consisting of one ordinary share and one right with the same exercise price, exercisability and exercise period, subject to similar limited restrictions as compared to the units sold in our IPO. The terms of such loans by our founders or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans.

Pursuant to our amended and restated memorandum and articles of association, we may extend the period of time to consummate a business combination up to three times, each by an additional three months (for a total of up to 21 months to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. In order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $600,000 ($0.10 per share) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,800,000, or $0.30 per share if we extend for the full nine months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination, we will not repay such loans.

On December 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, TMT Merger Sub, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of the Company, and eLong Power Holding Limited, a Cayman Islands exempted company (“Elong”). Pursuant to such a merger agreement, the corporate existence of TMT Merger Sub will cease. Upon consummation of the Merger (the “Closing”), among other things, the Company will acquire all outstanding equity interests in Elong in exchange for ordinary shares of the Company with a value of $450,000,000 (based on an assumed value of $10.00 per ordinary share of the Company). Upon the effective time of the Merger (the “Effective Time”), all of the Class A Ordinary Shares, par value $0.00001 per share, of Elong (the “Elong Class A Ordinary Shares”) and Class B Ordinary Shares, par value $0.00001 per share, of Elong (the “Elong Class B Ordinary Shares”) will be exchanged for 45,000,000 Company’s Class A Ordinary Shares and Company’s Class B Ordinary (the “Initial Consideration”), respectively, less the number of Company’s Class A Ordinary Shares reserved for issuance upon exercise of the Assumed Warrants (as defined below), allocated among Elong’s shareholders on a pro rata basis.

On February 29, 2024, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”), by and among the Company, Elong and ELong Power Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Elong (“Merger Sub”). The A&R Merger Agreement amends and restates the Merger Agreement. The A&R Merger Agreement was entered into to modify the structure of the Merger as described below, while the overall economic terms of the business combination contained in the Merger Agreement remain unchanged.

Prior to the effective time (the “Effective Time”) of the Merger, Elong will effect a share cancellation of Elong Class A Ordinary Shares and Elong Class B Ordinary Shares (together, “Elong Ordinary Shares”), such that, immediately thereafter, Elong will have forty-five million (45,000,000) Elong Ordinary Shares, issued and outstanding, comprising thirty-nine million four hundred and seventeen thousand and seventy-eight (39,417,078) Elong Class A Ordinary Shares and five million five hundred and eighty-two thousand nine hundred and twenty-two (5,582,922) Elong Class B Ordinary Shares issued and outstanding, less the number of shares reserved for issuance upon exercise of the Elong Warrants. The ratio of the reverse share split is based on a valuation of Elong of four hundred and fifty million U.S. Dollars ($450,000,000).

The Company had issued multiple convertible notes to its sponsor – Ms. Xiaozhen Li and Elong, in order to finance its transaction costs in relation to its initial business combination. Below is a summary of all the convertible notes issued as of September 30, 2024:

All convertible notes bear no interest and is repayable in full upon consummation of the Business Combination. The holder of the noes may, at their election, convert the note, in whole or in part, into the Company’s units, provided that written notice of such intention is given to the Company at least two (2) business days prior to the consummation of the Business Combination. The number of units to be received by the note payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00. Each unit consists of one (1) ordinary share and one (1) right to receive two-tenths (2/10) of one (1) ordinary share.

As of September 30, 2024 and December 31, 2023, $1,965,000 and $0 is outstanding in total under the convertible notes, respectively. Among all the convertible notes, as of September 30, 2024 and December 31, 2023, $1,190,000 and $0 is outstanding under the convertible notes issued to related party, and $775,000 and $0 is outstanding under the convertible notes issued to Elong, respectively. Refer to Note 2 - Organization and Business Operations section of the notes to the unaudited condensed consolidated financial statements for details.

On October 23, 2024, the Company issued an unsecured promissory note with no interest, with the principal amount of $140,000 to Ms. Xiaozhen Li (“Convertible Note 10”). Refer to Note 9 – Subsequent Events section of the notes to the unaudited condensed consolidated financial statements for details.

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the initial business combination. The Company cannot provide any assurance that its plans to raise capital or to consummate an initial business combination will be successful. Based on the foregoing, management believes that the Company lacks the financial resources it needs to sustain operations for a reasonable period of time. Moreover, management’s plans to consummate the initial business combination may not be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Related Party Transactions

Please refer to Note 5 - Related Parties section of the notes to the unaudited condensed consolidated financial statements.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP 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 financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for the fiscal years beginning after December 15, 2023, and interim periods within those fiscal year for smaller reporting companies. The Company adopted this new guidance on January 1, 2024. The Company has issued convertible notes in 2024, and it did not have any convertible notes before January 1, 2024. There was no impact on the Company’s consolidated financial statements after this adoption.

On November 4, 2024, FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities (“PBEs”) to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. ASU 2024-03 will begin effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted as well. The Company assessed the impact of ASU 2024-03 and does not believe that such amendments would have an impact on the Company’s unaudited condensed consolidated financial statements or future financials.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024 and December 31, 2023, respectively. Refer to Note 6 for commitments and contingencies. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. The Company has obligations towards the loans raised in the form of convertible notes from the Sponsor and unrelated party.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of September 30, 2024 and December 31, 2024, respectively, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO and the sale of the private placement units held in the trust account have invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure 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.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s lack of qualified SEC reporting professional. As a result, we performed additional analysis as deemed necessary to ensure that our condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the condensed consolidated financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management intends to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Other than as previously reported in our Current Reports on Form 8-K, or prior periodic reports, we did not sell any unregistered equity securities during the three and nine months ended September 30, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

(a) The following documents are filed as exhibits to this Quarterly Report:

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.