Financial Performance - As of March 31, 2023, the company reported a net loss of $1,448,735, which included operating costs of $1,619,190, partially offset by an unrealized gain on the change in fair value of warrants of $170,435 and interest income of $20[156]. - For the three months ended March 31, 2022, the company reported a net income of $8,617,191, which included an unrealized gain on the change in fair value of warrants of $9,537,808[157]. - The company has not generated any revenue to date and is classified as a "shell company" with nominal assets primarily in cash[132]. IPO and Financing - The company completed its initial public offering on December 11, 2020, raising gross proceeds of $300 million from the sale of 30,000,000 units at $10.00 per unit[133]. - The company generated gross proceeds of $300,000,000 from its IPO of 30,000,000 Units at $10.00 per Unit, along with an additional $8,000,000 from the sale of 8,000,000 warrants[158]. - The company incurred $17,107,057 in IPO-related costs, including $6,000,000 in underwriting fees and $10,500,000 in deferred underwriting discounts[159]. Trust Account and Cash Management - As of March 31, 2023, the cash held in the Trust Account was $16,851,596, down from $16,975,796 as of December 31, 2022[140]. - Stockholders redeemed approximately 24,944,949 Public Shares for about $10.01 per share, leaving approximately $50.6 million in the Trust Account after redemptions[135]. - The company had cash outside its Trust Account of $31,467 available for working capital needs as of March 31, 2023, with the remaining cash held in the Trust Account[158]. - As of March 31, 2023, the company had investments held in the Trust Account amounting to $16,851,596, including approximately $130,576 of interest available[160]. - Stockholders redeemed an aggregate of 337,457 Public Shares for approximately $10.08 per share during the latest extension, leaving about $13.46 million in the Trust Account[142]. - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $185,600[161]. Business Combination Agreement - The company entered into a business combination agreement on April 23, 2023, with Picard Medical, Inc., which includes a merger structure involving two subsidiaries[143]. - Upon closing of the mergers, the company anticipates changing its name to "Picard Medical Holdings, Inc."[143]. - The business combination agreement includes provisions for the issuance of 48,000,000 shares of common stock and 6,500,000 warrants to Picard securityholders[143]. - The board unanimously approved the business combination agreement, with the closing expected in the second half of 2023, pending necessary approvals[147]. - The Picard Support Agreements involve stockholders holding approximately 90% of Picard equity agreeing to vote in favor of the Business Combination Agreement and against any alternative proposals[149]. Compliance and Governance - The company received a deficiency notice from Nasdaq on January 9, 2023, but regained compliance by holding its Annual Meeting on April 7, 2023[155]. - The Company has no long-term debt, capital, or operating lease obligations as of March 31, 2023[167]. - The Company has 1,672,102 shares of Class A common stock subject to possible redemption, classified as temporary equity as of March 31, 2023[172]. - The Company has two classes of common stock, with diluted net (loss) income per share being the same as basic net (loss) income per share for the periods presented due to contingently exercisable warrants[173]. Sponsor and Support Agreements - The Sponsor Support Agreement includes provisions for the forfeiture of up to 4,500,000 shares of Class A common stock held by the Sponsor prior to the Closing, contingent on the proceeds exceeding $38,000,000[148]. - During the quarter ended March 31, 2023, the Sponsor waived the Company's payment obligation under the administrative support agreement, resulting in a recognized contribution from the Sponsor of $247,667[167]. - As of March 31, 2023, the Company owed the Sponsor or its affiliates $869,044 related to advances, an increase from $802,644 as of December 31, 2022[165]. Accounting and Regulatory Matters - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, which simplifies accounting for convertible instruments[174]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting pronouncements based on the effective date for private companies[176]. - The company has the right to extend the combination period up to eight additional months, with the latest extension allowing until December 11, 2023[141].

Financial Overview - The company completed its initial public offering (IPO) on December 11, 2020, raising gross proceeds of $300 million from the sale of 30,000,000 units at $10.00 per unit[10]. - As of December 31, 2022, the trust account held approximately $16,975,796 in cash[13]. - Following redemptions at the June Special Meeting, approximately $50,600,000 remained in the trust account after stockholders redeemed 24,944,949 shares at about $10.01 per share[14]. - After the October Special Meeting, approximately $16,810,087 remained in the trust account after stockholders redeemed 3,382,949 shares at about $10.05 per share[17]. - As of December 31, 2022, the estimated redemption price for public shares was $10.15 per share[33]. - As of December 31, 2022, the company had $760 available outside of the trust account to fund working capital requirements, which may not be sufficient to operate until April 11, 2023[68]. - As of December 31, 2022, the company has approximately $17 million in the trust account available for completing its initial business combination, excluding $10.5 million of deferred underwriting commissions[100]. Business Combination Requirements - The company intends to effectuate its initial business combination using cash held in the trust account and may also utilize proceeds from the sale of shares or debt issued to lenders[21]. - The company must complete a business combination with an aggregate fair market value of at least 80% of the assets held in the trust account[24]. - The per-share redemption price for public stockholders upon consummation of the initial business combination is expected to be approximately $10.00, net of interest available for taxes[29]. - The company will have until April 11, 2023, to complete its initial business combination, or it will redeem public shares at a price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[36]. - If the company does not complete the initial business combination by the deadline, it will cease operations, redeem public shares, and liquidate[36]. - The company is prohibited from completing a business combination with another blank check company or similar entity with nominal operations[23]. Stockholder Dynamics - Public stockholders are restricted from redeeming more than 20% of the shares sold in the initial public offering, referred to as "Excess Shares"[35]. - The company’s initial stockholders have agreed to vote in favor of the initial business combination, regardless of public stockholder votes[41]. - Initial stockholders own approximately 82% of the outstanding common stock, which may influence the approval of the initial business combination regardless of public stockholder votes[45]. - The company must provide public stockholders with the opportunity to redeem their shares for cash if amendments to the charter are proposed, particularly regarding the obligation to redeem 100% of public shares by April 11, 2023[109]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a substantial majority of stockholders do not agree[106]. Risks and Challenges - The company may face competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[37]. - The ability of public stockholders to redeem shares may make the company less attractive to potential business combination targets[41]. - The company may face challenges in completing a business combination due to the ongoing impacts of the COVID-19 pandemic, which has affected economies and financial markets globally[53]. - If too many public stockholders exercise their redemption rights, the company may not meet the minimum cash requirement for a business combination, which could hinder potential deals[47]. - Claims by third parties could reduce the proceeds held in the trust account, potentially lowering the per-share redemption amount for stockholders[70]. - The company may incur substantial debt to complete a business combination, which could negatively impact the financial condition and value of stockholders' investments[97]. - The company may face limitations in acquiring target businesses due to federal proxy rules requiring detailed financial statement disclosures[120]. - The company may face uncertainty in completing a business combination due to potential regulatory actions and investor concerns affecting target businesses[127]. Management and Governance - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[151]. - The personal and financial interests of executive officers and directors may influence their motivation in selecting a target business for the initial business combination[157]. - The executive officers and directors are not required to commit full time to the company's affairs, leading to potential conflicts of interest[149]. - The management team may not have sufficient funds to satisfy indemnification claims, which could discourage litigation against them[144]. - The company may pursue business combinations with entities affiliated with its Sponsor, executive officers, or directors, which could raise potential conflicts of interest[155]. Regulatory and Compliance Issues - The company received a deficiency notice from Nasdaq on January 9, 2023, for failing to hold an annual meeting within the required timeframe[19]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing the initial business combination[121]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete its initial business combination[84]. - If deemed an investment company under the Investment Company Act, the company may be forced to liquidate instead of completing an initial business combination[81]. Securities and Financial Instruments - The company has authorized the issuance of up to 280,000,000 shares of Class A common stock, with currently 1,672,102 shares issued and outstanding[174]. - The company issued 15,000,000 warrants as part of the units sold in the initial public offering, with an additional 8,000,000 private placement warrants issued at $11.50 per share[183]. - The potential issuance of additional shares upon the exercise of warrants could dilute the equity interest of existing investors and affect the market price of Class A common stock[176]. - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could further dilute existing shareholders[176]. - The company's warrants are accounted for as derivative liabilities, which may lead to fluctuations in financial results based on changes in fair value[202][203]. Market and Trading Considerations - If the company is delisted from Nasdaq, its securities may be quoted on an over-the-counter market, leading to reduced liquidity and trading activity[162]. - The company is not currently registering the Class A common stock issuable upon exercise of the warrants under the Securities Act, which may limit the ability of warrant holders to exercise their warrants[167]. - The company will use its best efforts to file a registration statement for the Class A common stock within 15 business days after the initial business combination[167].

Financial Performance - As of September 30, 2022, the company reported a net income of $1,158,637 for the three months ended, which included an unrealized gain on warrants of $1,389,550 and interest income of $222,471 [117]. - For the nine months ended September 30, 2022, the company had a net income of $9,540,916, which included an unrealized gain on warrants of $11,915,139 and interest income of $534,340 [118]. - The company incurred operating costs of $439,362 for the three months ended September 30, 2022, and $2,885,762 for the nine months ended September 30, 2022 [117][118]. - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination [117]. IPO and Trust Account - The company completed its IPO on December 11, 2020, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit [110]. - The trust account held $50,865,089 as of September 30, 2022, invested in interest-bearing U.S. government securities [115]. - Stockholders redeemed 24,944,949 shares for approximately $10.01 per share, totaling $249,614,847, in connection with the extension of the Combination Period [111]. - The company has until April 11, 2023, to complete a Business Combination, or it will redeem 100% of outstanding public shares for a pro rata portion of the funds in the Trust Account [128]. Cash and Working Capital - As of September 30, 2022, the company had cash outside the Trust Account of $24,338 available for working capital needs [120]. - The company has 5,055,051 shares of Class A common stock subject to possible redemption classified as temporary equity as of September 30, 2022 [134]. Accounting and Reporting - The FASB issued ASU 2020-06, effective January 1, 2024, which simplifies accounting for convertible instruments and may impact the company's financial position [136]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [138]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures [139]. - The company does not believe that any recently issued accounting standards will have a material effect on its condensed financial statements [137]. Administrative Fees and Expenses - The company incurred $30,000 and $90,000 in administrative service fees for the three and nine months ended September 30, 2022, respectively [131]. - The company suspended the payment of administrative service fees starting in May 2022 [131]. - The company has incurred the same amount of administrative service fees for the three and nine months ended September 30, 2021, as in 2022 [131]. Equity and Shares - The company has two classes of common stock, with diluted net income (loss) per share being the same as basic net income (loss) per share due to the exclusion of 23,000,000 shares of Class A common stock from diluted earnings per share [135]. - The company has determined that warrants are classified as derivative instruments and recorded at fair value [133].

Financial Performance - As of June 30, 2022, the company had a net loss of $234,912 for the three months ended June 30, 2022, and a net income of $8,382,279 for the six months ended June 30, 2022[113]. - The company incurred operating costs of $1,518,182 for the three months ended June 30, 2022[113]. - The company generated interest income of $304,269 from the Trust Account for the three months ended June 30, 2022[113]. - The company expects to incur significant costs in pursuit of its acquisition plans and may need to raise additional capital[122]. Shareholder Activity - Stockholders redeemed 24,944,949 shares for approximately $10.01 per share, totaling $249,614,847[109]. - The company completed the sale of 30,000,000 units at $10.00 per unit, generating gross proceeds of $300,000,000[108]. Trust Account and Assets - The trust account held $50,642,618 as of June 30, 2022, consisting of investments in U.S. Treasury Bills[116]. - The company has no long-term debt or capital lease obligations as of June 30, 2022[126]. Accounting Standards and Regulations - The FASB issued ASU 2020-06, effective January 1, 2024, which simplifies accounting for convertible instruments and the diluted earnings per share calculation[133]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[135]. - The exemptions provided by the JOBS Act will apply for five years following the completion of the offering or until the company is no longer classified as an "emerging growth company"[137]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[133]. - The company does not believe that any other recently issued accounting standards would have a material effect on its condensed financial statements[134]. Stock Classification - Class A common stock subject to possible redemption includes 5,055,051 shares as of June 30, 2022, and 30,000,000 shares as of December 31, 2021, classified as temporary equity[131]. - Common stock subject to mandatory redemption is classified as liability instruments and measured at fair value[131]. - The diluted net income (loss) per share of common stock is the same as the basic net income (loss) per share for the periods presented due to the exclusion of 23,000,000 shares of Class A common stock from diluted earnings per share[132]. - The 23,000,000 shares of Class A common stock potentially issuable upon the exercise of outstanding warrants were excluded from diluted earnings per share due to unmet contingencies[132]. Administrative Costs - The company has incurred $30,000 and $60,000 in administrative service fees for the three and six months ended June 30, 2022, respectively[127]. Reporting Requirements - The company is a smaller reporting company and is not required to provide certain market risk disclosures[138]. - The company has until October 11, 2022, to consummate a Business Combination, or it will redeem 100% of outstanding public shares[123].