Meeting to Now be Held on Tuesday, May 6, 2025 at 11:00 a.m. Via Live Audio Webcast NEW YORK, May 01, 2025 (GLOBE NEWSWIRE) -- Aquaron Acquisition Corp. (“Aquaron” or the “Company”) (OTCMKTS: AQUC), a publicly traded special purpose acquisition company, today announced that its Annual Meeting of Stockholders (the “Annual Meeting”), originally scheduled for Friday, May 2, 2025 at 11:00 a.m. (Eastern Time), has been postponed. The Annual Meeting is now scheduled to be held on Tuesday, May 6, 2025 at 11:00 a. ...

IPO and Financing - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[20]. - An additional 417,180 units were sold under the over-allotment option, generating gross proceeds of $4.17 million[21]. - A total of $54,984,377 from the IPO and private placements has been deposited in a trust account for the benefit of public stockholders[150]. - The company received unsecured promissory notes totaling $849,626 from the Sponsor to support transaction costs and working capital[25]. - The company has received loans totaling $449,780 from the Sponsor during 2023 to cover transaction costs related to the business combination[183]. Business Combination and Mergers - The company extended its business combination period to May 6, 2025, by depositing $20,000 for each one-month extension[27]. - The Bestpath Merger Agreement was terminated on July 12, 2024, to allow for a new business combination agreement following a reorganization[39]. - The company is contemplating mergers with Huture, primarily based in mainland China, and does not expect these mergers to result in "control" of a "U.S. business" by a "foreign person" under CFIUS regulations[62]. - The company has structured the business combination with Huture to acquire 100% of its equity interests, but may consider alternatives if necessary[71]. - The Mergers imply a current equity value of Huture at $1.0 billion prior to the closing of the Mergers[42]. Compliance and Regulatory Issues - The company faced non-compliance with Nasdaq Listing Rules, including a failure to maintain at least 300 public holders and a minimum market value of listing securities of $35 million[30][35]. - The Nasdaq notified the company of its delisting determination on March 6, 2025, due to non-compliance with listing rules[36]. - The company intends to seek waivers from third parties regarding claims to the trust account to limit potential liabilities[88]. - The company plans to seek a waiver from Nasdaq regarding its delisting, but there is no assurance that it will be granted[110]. - The company must comply with the Sarbanes-Oxley Act regarding internal control audits for the fiscal year ending December 31, 2024[101]. Financial Performance - For the fiscal year ended December 31, 2024, the company reported a net loss of $357,114, primarily due to general and administrative expenses of approximately $881,677 and income tax expense of $347,586[177]. - For the fiscal year ended December 31, 2023, the company achieved a net income of $997,917, with interest earned on investments held in the Trust Account amounting to approximately $1,980,430[178]. - As of December 31, 2024, the company had cash of $7,830 and a working capital deficit of $2,886,242, indicating liquidity challenges[183]. - The company has incurred significant expenses related to being a public entity and anticipates further costs associated with the search for a business combination[177]. - The company has recorded an excise tax liability of $546,877 for fiscal year 2024 and $259,438 for fiscal year 2023 due to stock redemptions[161]. Redemption and Liquidation - An aggregate of 2,124,738 shares with a redemption value of approximately $23.18 million were tendered for redemption during the annual stockholder meeting[27]. - Public stockholders may redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[72]. - If the company liquidates, public stockholders may only receive up to $11.62 per share based on the trust account balance as of March 31, 2025[61]. - Public stockholders will receive a pro rata portion of the trust account upon redemption, which may be less than approximately $10.15 per share due to potential claims from creditors[89]. - The company will cease all operations and redeem 100% of outstanding public shares if a business combination is not completed by May 6, 2025[83]. Internal Controls and Governance - Management has identified deficiencies in internal control over financial reporting, concluding that disclosure controls and procedures were not effective as of December 31, 2024[202]. - The company identified a material weakness in internal controls over financial reporting as of December 31, 2023, related to the classification of Investment held in Trust Account and Deferred underwriting fee payable accounts[208]. - Management has taken remediation measures and concluded that the material weakness has been remediated as of December 31, 2024[208]. - The independent registered public accounting firm did not provide an attestation report due to the company's status as an emerging growth company[207]. - The company acknowledges that its disclosure controls and procedures can only provide reasonable, not absolute, assurance against errors and fraud[204]. Management and Strategy - The management team includes experienced professionals, such as CEO Ms. Yi Zhou and CFO Mr. Qingze Zhao, with backgrounds in consultancy and corporate strategy[63]. - The company intends to utilize cash from the IPO and private placements for its initial business combination, without designating proceeds for specific purposes[65]. - Target business candidates are expected to be sourced from various unaffiliated financial community members, including investment bankers and venture capital funds[66]. - The company has the flexibility to identify and select prospective acquisition candidates, with a target business having a fair market value of at least 80% of the trust account balance[69]. - The company has a diverse board of directors with extensive experience in finance, consulting, and management[213][214][215][216][217].

Financial Performance - The Company reported a net loss of $257,656 for the three months ended September 30, 2024, compared to a net income of $253,265 for the same period in 2023[124]. - For the nine months ended September 30, 2024, the Company had a net loss of $103,471, contrasting with a net income of $716,172 for the same period in 2023[125]. - As of September 30, 2024, the Company had $109,650 in cash and a working capital deficit of $2,431,129[131]. - The Company incurred general and administrative expenses of $351,448 for the three months ended September 30, 2024[124]. Compliance and Regulatory Issues - The company is subject to Nasdaq Listing Rule 5550(a)(3) and has submitted a plan to regain compliance due to not having at least 300 public holders[117]. - The company received a notice for non-compliance with Nasdaq Listing Rule 5250(c)(1) for not timely filing its Form 10-K for the year ended December 31, 2023, and subsequently filed it on May 3, 2024[118]. - The company received a notice for non-compliance with Nasdaq Listing Rule 5250(c)(1) for not timely filing its Form 10-Q for the period ended March 31, 2024, with a filing completed on August 1, 2024[120]. - The Company has received a conditional extension from Nasdaq to maintain its listing, requiring compliance with Nasdaq Listing Rule 5505 by February 24, 2025[122]. Business Operations and Strategy - The company entered into a merger agreement with HUTURE Ltd. and Bestpath, implying a current equity value of Huture at $1.0 billion prior to the closing of the mergers[110]. - The company plans to utilize cash from its IPO and private placement of Private Units for its initial business combination[101]. - The Company has until December 6, 2024, to consummate a Business Combination, failing which it will face mandatory liquidation[132]. - The Company expects to incur significant professional costs to remain publicly traded and transaction costs related to the Business Combination[132]. - The underwriters are entitled to a deferred fee of $0.35 per public share, totaling $1,896,013, payable only upon completion of a business combination[138]. Shareholder Activity - An aggregate of 2,487,090 shares with a redemption value of approximately $25,943,773 (or $10.43 per share) were tendered for redemption during the special meeting on June 28, 2023[115]. - An aggregate of 2,124,738 shares with a redemption value of $23,176,909 (or approximately $10.91 per share) were tendered for redemption during the annual stockholder meeting on April 30, 2024[116]. Financial Liabilities - The company recorded an excise tax liability of $259,438 and $231,769 as of December 31, 2023, and September 30, 2024, respectively, totaling $491,207 outstanding as of September 30, 2024[106]. - The company has incurred significant costs in pursuit of its acquisition plans, with no assurance of successful completion[102]. Economic Environment - The company is monitoring the impact of inflation, rising interest rates, and geopolitical events on its financial position and operations[103]. Accounting and Internal Controls - The Financial Accounting Standards Board issued ASU 2023-09, requiring public entities to disclose specific categories in the rate reconciliation and additional information for reconciling items meeting a quantitative threshold of 5%[144]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[145]. - The evaluation of disclosure controls and procedures revealed that they were ineffective during the fiscal quarter ended September 30, 2024[147]. - There were no changes in internal control over financial reporting that materially affected the internal control during the fiscal quarter ended September 30, 2024[148]. Legal Matters - There are no ongoing legal proceedings against the company[150].

Financial Performance - The company reported a net income of $55,371 for the three months ended June 30, 2024, a decrease of 82.2% compared to a net income of $311,101 for the same period in 2023[132]. - For the six months ended June 30, 2024, the company had a net income of $154,185, down 66.7% from $462,907 in the same period in 2023[133]. - As of June 30, 2024, the company had $211,470 in cash and a working capital deficit of $1,977,069[138]. - The company incurred significant general and administrative expenses totaling $120,396 for the three months ended June 30, 2024[132]. - The company expects to incur increased expenses related to being a public company and searching for a business combination[131]. Mergers and Acquisitions - The company entered into a merger agreement with HUTURE Ltd. and Bestpath, implying a current equity value of Huture at $1.0 billion prior to the closing of the mergers[120]. - The company will issue up to 10,000,000 Earnout Shares to Huture's shareholders based on certain revenue milestones for fiscal years 2024 and 2025[121]. - The company has excluded certain target companies from its acquisition plans, particularly those with financial statements audited by non-PCAOB inspected firms[111]. - The company anticipates incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combinations[112]. Compliance and Regulatory Issues - The company is subject to compliance issues with Nasdaq, having received notices regarding the number of public holders and timely filing of financial reports[127][128]. - The company has until October 6, 2024, to consummate a Business Combination, after which mandatory liquidation will occur if not completed[139]. Shareholder Actions - An aggregate of 2,487,090 shares with a redemption value of approximately $25,943,773 (or $10.43 per share) were tendered for redemption during the special meeting on June 28, 2023[125]. - An aggregate of 2,124,738 shares with a redemption value of $23,176,909 (or approximately $10.91 per share) were tendered for redemption during the annual meeting on April 30, 2024[126]. Financial Position and IPO - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[134]. - A total of $54,984,377 from the IPO and private placements was deposited in a trust account for the benefit of public stockholders[137]. - The underwriters are entitled to a deferred fee of $1,896,013 upon the completion of a business combination[144]. Economic Factors - The company has been monitoring the impact of inflation, rising interest rates, and geopolitical events on its financial position and operations[113]. Tax Liabilities - The company recorded an excise tax liability of $259,438 and $231,769 as of December 31, 2023, and June 30, 2024, respectively, totaling $491,207 outstanding as of June 30, 2024[116]. Business Combination Period - The company plans to extend the Business Combination Period up to twelve months from May 6, 2024, to May 6, 2025[126].

Financial Performance - The company recorded a net income of $98,814 for the three months ended March 31, 2024, despite incurring a loss of $89,882 from general and administrative expenses [126]. - For the three months ended March 31, 2023, the company reported a net income of $151,806, which included a loss of $352,846 from general and administrative expenses [127]. - The company recorded unrealized gains on investments held in the Trust Account amounting to $143,038 and interest earned of $274,776 [126]. Business Combination and Mergers - The company entered into a merger agreement with HUTURE Ltd. that implies a current equity value of Huture at $1.0 billion prior to the closing of the mergers [114]. - The company extended its Business Combination Period to October 6, 2023, with an option to further extend to January 6, 2024, and then on a monthly basis up to four times until May 6, 2024 [119]. - The company has until August 6, 2024, to consummate a Business Combination, failing which it will face mandatory liquidation [134]. - The company expects to incur significant professional and transaction costs in pursuit of the Business Combination [134]. Financial Liabilities and Expenses - The company has a recorded excise tax liability of $259,438 as of December 31, 2023, due to stockholder redemptions in June 2023 [110]. - An aggregate of 2,487,090 shares with a redemption value of approximately $25,943,773 (or $10.43 per share) were tendered for redemption during a special meeting on June 28, 2023 [119]. - The underwriters are entitled to a deferred fee of $0.35 per public share, totaling $1,896,013, payable only upon completion of a business combination [139]. - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs [125]. Cash and Working Capital - As of March 31, 2024, the company had $27,695 in cash and a working capital deficit of $2,202,884 [133]. - The company has no off-balance sheet financing arrangements as of March 31, 2024 [136]. Compliance and Regulations - The company submitted a plan to regain compliance with Nasdaq Listing Rule 5550(a)(3) after receiving a notice regarding insufficient public holders [122]. - The company has been impacted by the Inflation Reduction Act, which affects its fiscal 2023 income tax provision due to stock repurchases [110]. Accounting Policies and Estimates - The company has not identified critical accounting estimates but has outlined critical accounting policies in accordance with US GAAP [140]. - The company accounts for common stock subject to possible redemption as temporary equity, reflecting certain redemption rights [141]. - The company is currently assessing the impact of ASU 2023-09 on its financial position, results of operations, or cash flows [145]. Revenue Generation - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial Business Combination [125].

IPO and Financial Overview - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 Units at $10.00 per Unit[106]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing an initial business combination[105]. - For the fiscal year ended December 31, 2023, the company reported a net income of $997,917, which includes an unrealized gain on investments of $141,556 and interest earned of $1,980,430[139]. - The company had a working capital deficit of $1,914,142 as of December 31, 2023, with only $339 in cash available[145]. - The company reported no revenue for the year ended December 31, 2023, raising substantial doubt about its ability to continue as a going concern[256]. - The company’s cash balance as of December 31, 2023, was $339, a significant decrease from $57,284 as of December 31, 2022, indicating a decline of approximately 99.4%[262]. - Total current liabilities increased significantly to $1,916,669 from $304,760 year-over-year[265]. - Total liabilities increased to $4,442,565 from $2,830,656 year-over-year[265]. - The accumulated deficit as of December 31, 2023, was $(4,295,522), compared to $159,672 in 2022[266]. - General and administrative expenses rose to $832,906 in 2023, up from $207,495 in 2022, indicating a significant increase in operational costs[268]. Mergers and Business Combination - The company entered into a merger agreement on March 23, 2023, with an implied equity value of Bestpath at $1.2 billion prior to the closing of the mergers[126]. - Following the mergers, each outstanding share of Common Stock will be exchanged for one PubCo Ordinary Share valued at $10.00 at the time of closing[126]. - The mergers will result in the issuance of up to 15,000,000 PubCo Ordinary Shares to Holdco's shareholders and an additional 15,000,000 shares under a share incentive plan[127]. - The company intends to focus on operating businesses in the new energy sector for its initial business combination[118]. - The company has until June 6, 2024, to complete its initial business combination, following extensions funded by Bestpath totaling $490,000[131][146]. - The company will cease all operations and redeem public shares if it fails to complete a business combination within the Combination Period, with the redemption price based on the amount in the Trust Account[291]. - The company has agreed to protect the amounts held in the Trust Account, ensuring that claims do not reduce the amount below $10.15 per Public Share[293]. Shareholder and Stock Information - As of December 31, 2023, there were 4,553,150 shares of Common Stock outstanding held by seven stockholders of record[104]. - Aquaron Investments LLC holds 1,578,060 shares, representing approximately 34.66% of the outstanding shares[210]. - RiverNorth Capital Management, LLC owns 400,000 shares, accounting for 8.79% of the outstanding shares[210]. - A total of 2,487,090 shares were tendered for redemption, amounting to approximately $25,943,773[286]. - A total of 2,124,738 shares were tendered for redemption, with a redemption value of approximately $23.5 million, equating to $11.04 per share[289]. - Insider shares are placed in escrow, with 50% not transferable until six months post-initial business combination or if stock price exceeds $12.50 for 20 trading days[214]. Financial Management and Compliance - The company incurred general and administrative expenses of $832,906 for the fiscal year ended December 31, 2023[139]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023[149][150]. - The company expects to incur significant professional costs to remain publicly traded and may need additional financing to complete its business combination[146]. - The independent auditor expressed an unmodified opinion on the financial statements, indicating they present fairly the financial position of the company[255]. - The company has identified material weaknesses in internal control over financial reporting, particularly in the classification of investments and deferred underwriting fees[162]. - Management's evaluation concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to identified deficiencies[168]. - The company does not expect that its disclosure controls will prevent all errors and instances of fraud, acknowledging inherent limitations[166]. Audit and Governance - The Audit Committee held no formal meetings during 2023, relying on monthly reports and written approvals[184]. - The Compensation Committee did not meet during 2023, and no executive officer has received cash compensation for services rendered[188][206]. - The company has not entered into any employment agreements with its executive officers[205]. - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[202]. - The board has established an audit, nominating, and compensation committee, with independent directors overseeing nominations[182]. Investment and Financial Instruments - The company adopted ASU 2020-06, classifying convertible promissory notes as debt on the balance sheet, with the conversion feature meeting the derivative scope exception[156]. - The company has a deferred income tax asset of $144,680 as of December 31, 2023, which was not present in the previous year[263]. - The company raised gross proceeds of $50,000,000 from its IPO and an additional $2,562,500 from private placements[278]. - The total gross proceeds from the issuance of 417,180 Units at $10.00 per Unit amounted to $4,171,800[220]. - Up to $600,000 of loans from insiders may be converted into private units at $10.00 per unit upon consummation of the business combination[216]. Financial Performance Trends - Total assets decreased to $32,107,474 from $55,700,859 as of December 31, 2022, representing a decline of approximately 42.5%[262][263]. - Current assets as of December 31, 2023, were $2,527, a significant decrease from $279,630 as of December 31, 2022, indicating a decline of approximately 99.1%[262]. - Investments held in Trust Account decreased to $31,960,267 as of December 31, 2023, down from $55,421,229 as of December 31, 2022, reflecting a reduction of about 42.3%[263]. - Basic and diluted net income per share for redeemable common stock was $0.87, down from $1.57 in the previous year[268]. - Basic and diluted net loss per share for non-redeemable common stock was $(1.62) in 2023, compared to $(1.24) in 2022[268]. - Cash provided by investing activities totaled $25,582,948 in 2023, a recovery from $(54,984,377) in 2022[272].

Financial Performance - The company reported a net income of $253,265 for the three months ended September 30, 2023, compared to a net loss of $121 for the same period in 2022 [115]. - For the nine months ended September 30, 2023, the company had a net income of $716,172, while the net loss for the same period in 2022 was $7,291 [116]. IPO and Fundraising - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit [117]. - An additional $4,171,800 was generated from the partial exercise of the over-allotment option for 417,180 units at the IPO price [118]. - A total of $54,984,377 from the IPO and private placements was deposited in a trust account [119]. Mergers and Acquisitions - The company is in the process of merging with Bestpath IoT Technology Ltd., which implies a current equity value of $1.2 billion prior to the closing of the mergers [106]. - The mergers will result in the issuance of up to 15,000,000 PubCo Ordinary Shares to Holdco's shareholders and eligible participants under a share incentive plan [107]. - The company has extended its business combination period to January 6, 2024, with an option for further extensions [111]. - The company has incurred significant costs in pursuit of acquisition plans and does not expect to generate operating revenues until after completing its initial business combination [98]. Financial Position and Obligations - As of September 30, 2023, the company had $3,835 in cash and a working capital deficit of $886,122 [120]. - The company has until January 6, 2024, to complete a Business Combination, with uncertainty regarding its ability to do so [121]. - If the Business Combination is not completed by the deadline, the company will face mandatory liquidation and dissolution [122]. - The company incurred significant professional costs to remain publicly traded and may need additional financing for the Business Combination [121]. - There are no off-balance sheet financing arrangements as of September 30, 2023 [123]. - The company has no long-term debt or capital lease obligations [125]. - Upon closing a Business Combination, underwriters will receive a deferred fee of $1,896,013 [127]. - The company accounts for common stock subject to possible redemption as temporary equity [129]. Internal Controls and Legal Matters - The company has not experienced any changes in internal control over financial reporting that materially affected its operations during the nine months ended September 30, 2023 [137]. - There are no ongoing legal proceedings against the company [139].

Financial Performance - The company reported a net income of $311,101 for the three months ended June 30, 2023, compared to a net loss of $5,027 for the same period in 2022[115]. - For the six months ended June 30, 2023, the company had a net income of $462,907, while the net loss for the same period in 2022 was $7,170[116]. IPO and Capital Structure - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[118]. - As of June 30, 2023, the company had $65,634 in cash and a working capital deficit of $660,862[121]. - The company recorded an excise tax liability of $259,438 as of June 30, 2023, due to redemptions by public stockholders[104]. Mergers and Acquisitions - The company entered into a merger agreement with Bestpath IoT Technology Ltd., valuing Bestpath at $1.2 billion prior to the closing of the mergers[107]. - The mergers will result in the issuance of up to 15,000,000 PubCo Ordinary Shares to Holdco's shareholders and eligible participants under a share incentive plan[108]. - The company extended the Business Combination Period to October 6, 2023, with a potential further extension to January 6, 2024[112]. - A total of 2,487,090 shares, with a redemption value of approximately $25,943,774, were tendered for redemption during the special meeting on June 28, 2023[112]. - The company expects to incur significant costs in pursuing its acquisition plans and does not guarantee the success of completing a Business Combination[99]. - The Company has until October 6, 2023, to complete a Business Combination, failing which it will face mandatory liquidation and dissolution[122]. - If the Business Combination is not completed by July 6, 2023, the Company will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[123]. Financial Reporting and Compliance - As of June 30, 2023, the Company has no off-balance sheet financing arrangements or long-term liabilities[124]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of $0.35 per public share, totaling $1,896,013[128]. - The Company accounts for common stock subject to possible redemption as temporary equity, reflecting uncertain future events[130]. - The Company recognizes changes in redemption value over an expected 9-month period leading up to a Business Combination[131]. - The Company has adopted ASU 2020-06, accounting for convertible promissory notes as debt on the balance sheet[132]. - The Company complies with FASB ASC 260 for earnings per share, presenting income per redeemable and non-redeemable shares[134]. - There have been no changes in internal control over financial reporting that materially affected the Company during the six months ended June 30, 2023[138]. - Management does not believe that any recently issued accounting standards will materially affect the financial statements[136].

Financial Performance - The company reported a net income of $151,806 for the three months ended March 31, 2023, compared to a net loss of $2,143 for the same period in 2022[110][111]. - The company incurred general and administrative expenses of approximately $340,846 for the three months ended March 31, 2023[110]. - As of March 31, 2023, the company had $37,249 in cash and a working capital deficit of $301,138[115]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2023[118][119]. - The company expects to incur significant costs related to being a public company and pursuing a business combination[116]. IPO and Mergers - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[112]. - The company entered into a merger agreement with Bestpath IoT Technology Ltd., valuing Bestpath at $1.2 billion prior to the closing of the mergers[105]. - Following the mergers, the company will issue up to 15 million Earnout Shares to Holdco's shareholders based on certain revenue milestones for fiscal years 2023 and 2024[106]. - The company has received loans from its sponsor totaling $370,000 to cover transaction costs related to the business combination[115]. - The underwriters are entitled to a deferred fee of $0.35 per public share, totaling $1,896,013, payable only upon completion of a business combination[121]. - The company has until July 6, 2023, to complete a business combination, or it will face mandatory liquidation[117]. Accounting and Compliance - The company recognizes changes in redemption value over an expected 9-month period leading up to a business combination[124]. - The company complies with FASB ASC 260, presenting income (loss) per redeemable and non-redeemable share following the two-class method[125]. - Offering costs related to the IPO are charged to shareholders' equity upon completion of the IPO[126]. - The company is assessing the impact of ASU 2020-06, effective after December 15, 2023, on its financial position and results of operations[128]. - The company has identified critical accounting policies in accordance with US GAAP and SEC regulations[122]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value[123]. Internal Controls and Legal Matters - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended March 31, 2023[132]. - Management concluded that disclosure controls and procedures were effective as of March 31, 2023[131]. - The company has no legal proceedings pending[134].

IPO and Financing - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 Units at $10.00 per Unit[120]. - A total of $54,984,377 from the IPO and Private Placements was deposited in a trust account for the benefit of public stockholders[123]. - The company incurred $812,577 in underwriting discounts and commissions related to the IPO[108]. - The company issued unsecured promissory notes totaling $240,000 to the Sponsor in February 2023 to support working capital needs[106][107]. - The company sold 1,437,500 shares of Common Stock for approximately $0.02 per share to insiders, totaling $25,000[190]. - A Private Placement generated gross proceeds of $2,562,500 from the sale of 256,250 Private Units at $10.00 per unit[191]. - The total gross proceeds from the issuance of 417,180 Units at $10.00 per unit on October 14, 2022, were $4,171,800[193]. - The company received $99,846 from the Sponsor to finance transaction costs related to searching for a target business[194]. Financial Performance - As of December 31, 2022, the company reported a net income of $164,068, which included an unrealized gain on investments of $176,876 and interest income of approximately $259,976[117]. - The company has not generated any operating revenues to date and does not expect to until after completing a Business Combination[116]. - The company reported no revenue, raising substantial doubt about its ability to continue as a going concern[231]. - The company incurred a net loss of $3,396,292 for the year ended December 31, 2022, including an accretion of common stock to redemption value of $3,560,360[288]. - The company reported a loss from operations of $(221,031) for the year ended December 31, 2022[241]. - For the year ended December 31, 2022, the net income was $164,068, compared to a net loss of $4,396 for the period from inception through December 31, 2021[248]. - Basic and diluted net income per share of redeemable common stock was $1.57, while the net loss per share of non-redeemable common stock was $(1.24)[241]. - Interest earned on investments held in the Trust Account was $259,976, contributing to a total income before income taxes of $215,821[241]. Business Combination and Operations - The company has a 9-month period (extendable to 15 months) from the IPO closing to complete a Business Combination, with mandatory liquidation if not completed[125]. - The company intends to focus on operating businesses in the new energy sector for its initial Business Combination[113]. - The company has determined that if it cannot complete a Business Combination by July 6, 2023, it will cease all operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[126]. - The company must complete its initial business combination with target businesses having an aggregate fair market value equal to at least 80% of the Trust Account value[257]. - The company will provide public stockholders the opportunity to redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be $10.15 per share[259]. Assets and Liabilities - As of December 31, 2022, the company had $57,284 in cash and working capital of $39,709[124]. - Total current assets amounted to $55,700,859, a significant increase from $268,844 as of December 31, 2021[236]. - The Trust Account had a balance of $55,421,229 as of December 31, 2022, with interest earned totaling $436,852 for the year[281]. - Total current liabilities amounted to $2,830,656, a significant increase from $248,240[237]. - Stockholders' equity reached $5,298,740, up from $20,604 in the previous year[238]. - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities, other than those described in the report[129]. Governance and Compliance - The company has a diverse group of leaders on its board, providing extensive experience in strategic and financial planning, compliance, and risk management[152]. - The Audit Committee did not hold formal meetings in 2022 due to the absence of underlying business or employees[156]. - The company has agreed not to consummate its initial business combination with an entity affiliated with any officers or directors without independent fairness opinions[174]. - The company believes all filing requirements for executive officers and directors were met in a timely manner[178]. - The Audit Committee is responsible for reviewing and approving related-party transactions, ensuring terms are no less favorable than those from unaffiliated third parties[205]. Audit and Financial Reporting - The independent auditor expressed an unmodified opinion on the financial statements, indicating they present fairly the financial position of the company[230]. - The company has been audited by UHY LLP since 2021, ensuring compliance with PCAOB standards[235]. - Audit fees for the year ended December 31, 2022, totaled $249,821, while fees for the period from inception through December 31, 2021, were $61,355[211]. - The financial statements include balance sheets, statements of operations, changes in stockholders' equity, and cash flows[217]. - The report includes various exhibits related to agreements and certificates filed with the SEC[218]. Future Outlook and Risks - The company expects to continue incurring significant professional costs to remain publicly traded and pursue a Business Combination[268]. - The impact of the COVID-19 pandemic and geopolitical events on the Company's ability to complete a Business Combination remains uncertain[271][272]. - The company may need to obtain additional financing to complete its Business Combination or to redeem a significant number of public shares[268].