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].

Financial Performance - The company reported a net loss of $121 for the three months ended September 30, 2022, and a net loss of $7,291 for the nine months ended September 30, 2022, primarily due to formation and operating costs[95]. - As of September 30, 2022, the company had $15,975 in cash and a working capital deficit of $485,701[99]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[94]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period[100]. IPO and Fundraising - The company completed its IPO on October 6, 2022, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[96]. - An additional 417,180 units were sold under the over-allotment option, generating total gross proceeds of $4,171,800[97]. Costs and Expenses - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs in pursuit of a business combination[100]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2022[102]. - Upon closing a business combination, underwriters will be entitled to a deferred fee of $0.35 per public share, totaling $1,896,013[105]. Business Strategy - The company intends to focus on operating businesses in the new energy sector for its initial business combination[90].