Dallas, Texas, March 15, 2024 (GLOBE NEWSWIRE) -- Broad Capital Acquisition Corp. (the "Company") (NASDAQ:BRAC, BRACR, BRACU))), a special purpose acquisition company formed by Broad Capital LLC, today announced that on March 11, 2024 it caused to be deposited $60,000 (the "Extension Payment") into the Company's trust account for its public stockholders, representing $0.035 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination to April 13, ...

Financial Position - As of December 31, 2023, the company had $50,772,949 in cash and marketable securities held in the trust account, a decrease from $104,162,029 as of December 31, 2022[13]. - The company has $754,748 outstanding under working capital loans as of December 31, 2023, compared to $0 borrowed under such loans as of December 31, 2022[5]. - The company has not experienced losses on its cash account, which may exceed the Federal depository insurance coverage of $250,000, indicating no significant credit risk exposure[38]. - The net proceeds from the initial public offering have been invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[278]. Initial Public Offering - The company raised gross proceeds of $100,000,000 from its Initial Public Offering of 10,000,000 units at $10.00 per unit[17]. - The company incurred transaction costs of approximately $6,917,226 related to its Initial Public Offering, with $3,500,000 allocated for deferred underwriting commissions[18]. Business Combination - The company approved an amendment to extend the business combination deadline to January 13, 2024, with a reduced monthly extension fee of $150,000[6]. - The company has the ability to convert up to $1,500,000 of working capital loans into units at a price of $10.00 per unit upon completion of a business combination[5]. - The structure of any Business Combination and related equity issuances may impact the Company's excise tax liability, which is still under evaluation[32]. Taxation - The effective tax rate for the year ended December 31, 2023, was (2405.29)%, significantly differing from the statutory tax rate of 21% due to transaction costs and valuation allowances[29]. - The Company is monitoring updates related to the IR Act to determine if future adjustments to its tax provision are necessary[34]. - The Company has no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2023, and 2022[28]. - As of December 31, 2023, the Company recorded an excise tax liability of $584,031 due to redemptions by public stockholders in 2023[34]. Administrative Expenses - The company incurred $120,000 and $110,000 in administrative service fees for the years ended December 31, 2023, and 2022, respectively[8]. - As of December 31, 2023, the total amount due for administrative services was $230,000, up from $110,000 in 2022[8]. Stock Redemption - The Company has 4,522,582 Class A Common Stocks outstanding subject to possible redemption as of December 31, 2023, down from 10,159,069 in 2022[36]. - The redemption value of the Class A common stocks is set at $10.15 per share, and changes in redemption value are reflected in additional paid-in capital or accumulated deficit[35]. - The Company will not redeem Public Shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with its charter[35]. - The Company’s charter does not specify a maximum redemption threshold, but it maintains a minimum net tangible asset requirement[35]. Earnings Per Share - There were no dilutive securities or contracts that could potentially be converted into common stock for the years ended December 31, 2023, and 2022, resulting in diluted loss per share being the same as basic loss per share[37].

Financial Performance - As of September 30, 2023, the Company reported a net loss of $497,939, compared to a net loss of $202,445 for the same period in 2022[50]. - The Company incurred net cash used in operating activities of $1,338,922 for the nine months ended September 30, 2023, compared to $673,019 for the same period in 2022[50]. - As of September 30, 2023, the company reported a net loss of $497,939 for the nine months ended, with no operating revenues generated to date[112]. - The company generated non-operating income of $2,088,010 from interest on marketable securities held in the Trust Account for the nine months ended September 30, 2023[112]. Cash and Liquidity - The Company had $11,634 in cash at the end of the reporting period, a decrease from $529,566 at the end of the same period in 2022[50]. - The Company has no long-term debt or capital lease obligations, maintaining a clean balance sheet[144]. - The Company had no cash equivalents as of September 30, 2023, and December 31, 2022, indicating a focus on liquidity management[89]. - As of September 30, 2023, the balance in the Trust Account was $49,697,783, down from $104,162,029 as of December 31, 2022, indicating a decrease of approximately 52.3%[70]. Financing Activities - The Company provided $355,887 from a Working Capital Loan and $2,453,628 from an Extension Loan as part of its financing activities[50]. - The Company has $355,887 outstanding under Working Capital Loans and $2,453,628 outstanding under Extension Loans as of September 30, 2023[46]. - The company may use up to $1,500,000 of loans convertible into units at $10.00 per unit upon consummation of the initial business combination[132]. - The company plans to use substantially all funds in the Trust Account to complete its initial business combination, with the possibility of withdrawing interest to pay taxes[130]. Business Combination and Operations - The Company has not commenced any operations and will not generate operating revenues until after completing its initial business combination[53]. - The Company expects to incur significant costs in pursuing its financing and acquisition plans, raising concerns about its ability to continue as a going concern if it fails to complete a business combination[64]. - The company has until January 13, 2024, to complete a Business Combination, with a potential mandatory liquidation if not completed by that date[134]. - The company expects to incur approximately $390,000 in legal, accounting, and due diligence expenses related to business combinations during the 18-month period following the IPO[140]. Initial Public Offering (IPO) - The Company closed its Initial Public Offering on January 13, 2022, generating gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[95]. - The underwriters partially exercised the over-allotment option on February 10, 2022, generating additional gross proceeds of $1,590,690 from the sale of 159,069 Units[96]. - The company incurred transaction costs of approximately $6,917,226 related to its Initial Public Offering, including $3,500,000 for deferred underwriting commissions[74]. - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $2,000,000, and a deferred fee of $3,500,000, contingent upon the completion of a Business Combination[120]. Trust Account and Shareholder Redemption - The Company has deposited $150,000 into its Trust Account for public shareholders, allowing an extension of the business combination period to October 13, 2023[44]. - Public shareholders will have the opportunity to redeem shares for a pro rata portion of the Trust Account, initially anticipated at $10.10 per share[150]. - The company extended the termination date for its initial business combination by nine months to October 13, 2023, by depositing an additional $0.0625 per share into the Trust Account for each one-month extension[155]. - As of September 30, 2023, the Trust Account held cash and marketable securities totaling $49,697,783, following redemptions of 1,409,026 Public Shares[139]. Internal Controls and Compliance - The company’s disclosure controls and procedures were found to be ineffective at a reasonable assurance level during the reporting period[160]. - There were no material changes in internal control over financial reporting that could affect the company's financial reporting[161]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[169]. - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from various reporting requirements[48]. Expenses and Operational Costs - The company incurred $90,000 and $110,000 in fees related to office space and administrative support for the nine months ended September 30, 2023, and the year ended December 31, 2022, respectively[118]. - As of September 30, 2023, the company recorded $1,939,085 in expenses related to office space and administrative support, compared to $829,034 for the same period in 2022, indicating a significant increase of approximately 134%[144]. - The Company has not experienced losses on its cash account, which may exceed the Federal depository insurance coverage of $250,000, indicating a low concentration of credit risk[72]. Impact of COVID-19 - The company has evaluated the impact of the COVID-19 pandemic and concluded that while it may negatively affect financial position, the specific impact is not determinable as of the financial statement date[73].

Financial Obligations and Requirements - The company plans to utilize substantially all funds in the trust account for its initial business combination, with an estimated annual franchise tax obligation of $200,000[62]. - The company expects primary liquidity requirements of approximately $390,000 for legal and accounting expenses, $60,000 for regulatory reporting, and $180,000 for office-related costs over the next 18 months[64]. - The underwriter is entitled to deferred commissions of $3,555,674 from the units sold in the Initial Public Offering, payable only upon completion of a Business Combination[67]. - The company intends to repay any loans from sponsors or affiliates upon completion of the initial business combination[63]. - The company estimates that interest earned on the trust account will be sufficient to cover its income tax obligations[62]. Going Concern and Financing - The company may face substantial doubt about its ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements[65]. - The company may need to secure additional financing to avoid curtailing operations or suspending potential transactions[65]. Accounting and Reporting - The company has not identified any critical accounting policies that could materially affect its financial statements[68]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[70]. - There were no changes in internal control over financial reporting that materially affected the company during the most recently completed fiscal quarter[74].

Financial Performance - The company reported a net loss of $652,296 for the three months ended March 31, 2023, compared to a net loss of $419,465 for the same period in 2022, indicating an increase in losses of about 55.5%[74] - The company incurred a loss from operations of $1,230,502 for the three months ended March 31, 2023, compared to a loss of $459,513 for the same period in 2022, reflecting an increase of about 167.5%[71] - For the three months ended March 31, 2023, the net loss was $652,296, compared to a net loss of $419,465 for the same period in 2022, representing a 55.5% increase in losses year-over-year[74] - The net cash used in operating activities for the three months ended March 31, 2023, was $740,369, an increase from $563,240 in the same period of 2022, indicating a 31.5% rise in cash outflows[74] Assets and Liabilities - As of March 31, 2023, total assets amounted to $62,319,437, a decrease from $104,553,953 as of December 31, 2022, representing a decline of approximately 40.5%[69] - Cash and marketable securities held in the trust account were $62,225,137 as of March 31, 2023, down from $104,162,029 at the end of 2022, reflecting a decrease of approximately 40.4%[69] - Total current liabilities increased to $3,101,798 as of March 31, 2023, compared to $1,329,713 at the end of 2022, marking an increase of about 133.3%[69] - The Company has accrued expenses of $565,128 and accounts payable of $927,217 as of March 31, 2023[69] Business Operations - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial business combination[77] - The Company entered into a merger agreement with Openmarkets Group Pty Ltd, involving a redomestication merger to move its domicile from Delaware to Australia[86] - Following the merger, the Company will liquidate, transferring all assets to the Purchaser and assuming all liabilities[87] - The Company will redeem Public Shares if a Business Combination is not completed by the Termination Date of October 13, 2023[89] Capital and Funding - The company generated total gross proceeds of $4,463,580 from the private placement of 446,358 units at a price of $10.00 per unit[78] - The Company has sufficient working capital and borrowing capacity to meet its needs through the earlier of the Business Combination or one year from the filing date[91] - The Trust Account holds an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, with a balance of $62,225,137 as of March 31, 2023[94] - The Company plans to provide Public Stockholders the opportunity to redeem their shares for a pro rata portion of the Trust Account, initially anticipated at $10.10 per share[82] Company Classification - The Company has selected December 31 as its fiscal year end and is classified as an early stage and emerging growth company[77] - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[92] Future Projections and Strategies - The company provided guidance for the next quarter, projecting revenue between $B million and $C million, which indicates a growth of D% compared to the same period last year[98] - New product launches are expected to contribute an additional $E million in revenue over the next fiscal year[99] - The company is investing $F million in R&D for new technologies aimed at enhancing user experience and operational efficiency[99] - Market expansion efforts are underway in regions such as Asia and Europe, targeting a market share increase of G% by the end of the fiscal year[99] - The company has completed a strategic acquisition valued at $H million, which is anticipated to enhance its product offerings and market reach[99] - Cost management strategies have led to a reduction in operating expenses by I%, improving overall profitability margins[99] - The management emphasized a commitment to sustainability initiatives, allocating $M million towards eco-friendly practices and technologies[99]

Financial Position - The trust account at J.P. Morgan Securities LLC held $104,162,029 as of December 31, 2022, from the net proceeds of the sale of units and placement units[30]. - A total of $1,606,597 in proceeds from the Over-Allotment Closing was placed in a U.S.-based trust account for the benefit of the Company's public stockholders[18]. - The private placement involved the sale of 446,358 placement units at a price of $10.00 per unit, totaling $4,463,580[15]. Risk Management - The Company anticipates no material exposure to interest rate risk due to the short-term nature of investments in U.S. government treasury bills[283]. Mergers and Acquisitions - The Openmarkets Merger Agreement was entered into on January 18, 2023, involving multiple parties including Openmarkets and Broad Capital LLC[15]. - An additional 2,000,000 Purchaser Shares may be paid to the Stockholder based on performance benchmarks following the Closing as detailed in the BCA[21]. Internal Controls - The Company has established internal controls over financial reporting to ensure reliability in financial statements in accordance with GAAP[287]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the controls[290]. - The Company’s management is responsible for maintaining adequate internal control over financial reporting as per SEC regulations[287]. Forward-Looking Statements - The forward-looking statements in the report are based on management's current expectations and beliefs, with actual results potentially differing due to various risks and uncertainties[13].

Financial Position - Total assets as of September 30, 2022, amounted to $103,762,752, a significant increase from $289,765 as of December 31, 2021[9] - Cash and marketable securities held in trust account were $103,233,186 as of September 30, 2022, indicating a strong liquidity position[9] - Total current liabilities increased to $307,342 as of September 30, 2022, from $284,860 as of December 31, 2021[9] - The total liabilities as of September 30, 2022, were $3,863,016, up from $284,860 as of December 31, 2021[9] - As of September 30, 2022, the Company had $529,566 in cash in its operating bank account[39] - The balance in the Trust Account was $103,233,186, primarily held in government securities[50] - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2022[106] Income and Loss - The company reported a net income of $225,870 for the three months ended September 30, 2022, compared to a net loss of $202,445 for the nine months ended September 30, 2022[11] - The company reported a net loss of $202,445 for the nine months ended September 30, 2022[17] - Basic and diluted net loss per share of common stock was $0.02 for the three months ended September 30, 2022[11] - The Company incurred formation and operating costs of $252,312 for the three months ended September 30, 2022[11] - The Company recorded non-operating income of $478,182 for the three months ended September 30, 2022, and $626,589 for the nine months ended September 30, 2022, from interest income on marketable securities[93] Cash Flow - Net cash used in operating activities amounted to $673,019 during the same period[17] - The company invested $102,606,597 in the Trust Account, resulting in net cash used in investing activities of $102,606,597[17] - The net cash provided by financing activities was $103,807,018, significantly higher than the previous year's figure of $599[17] - The company had cash at the end of the period amounting to $529,566, up from $2,164 at the beginning of the period[17] Initial Public Offering (IPO) - The company raised gross proceeds of $100,000,000 from its Initial Public Offering, incurring transaction costs of $6,917,226[22] - The Company closed its Initial Public Offering on January 13, 2022, generating gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[62] - Transaction costs incurred during the Initial Public Offering were approximately $6,917,226, including $3,500,000 for deferred underwriting commissions[63] - The Sponsor purchased 446,358 Placement Units at $10.00 per Placement Unit, generating $4,463,580 in gross proceeds[64] - The underwriters partially exercised the over-allotment option, purchasing an additional 159,069 Units, generating gross proceeds of $1,590,690[76] - The company generated total gross proceeds of $4,463,580 from the private placement of 446,358 units at $10.00 per unit[119] Business Operations - The company has not commenced any operations as of September 30, 2022, and will not generate operating revenues until after completing its initial Business Combination[21] - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of its initial Business Combination[92] - The Company expects primary liquidity requirements of approximately $390,000 for legal, accounting, and due diligence expenses, $60,000 for regulatory reporting, $180,000 for office space and utilities, and $20,000 for miscellaneous working capital over the next 18 months[101] - The initial stockholders agreed not to transfer any Common Stock until six months after a Business Combination or until the stock price exceeds $12.00 per share for a specified period[70] - The Company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[27] Management and Governance - Management has determined that the potential mandatory liquidation raises substantial doubt about the company's ability to continue as a going concern[105] - The company does not expect to seek loans from parties other than its sponsor or an affiliate of its CEO[100] - There were no changes in internal control over financial reporting that materially affected the company's controls during the fiscal quarter ended September 30, 2022[115] - The Company is classified as an "emerging growth company" and is taking advantage of certain exemptions from reporting requirements[45] Shareholder Information - The weighted average shares outstanding of common stock were 13,485,199 for the three months ended September 30, 2022[11] - As of September 30, 2022, there were no amounts outstanding under any Working Capital Loan[40] - The Company had 2,990,897 shares of common stock issued and outstanding, excluding 10,159,069 shares subject to possible redemption[80] - Up to $1,500,000 of loans may be convertible into units at a price of $10.00 per unit upon the completion of the initial business combination[100]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Broad Capital Acquisition Corp.'s unaudited financial statements and management's analysis detail its financial condition and operational results as a blank check company [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited financial statements, reflecting the company's status as a blank check entity with assets primarily in a trust account [Balance Sheets](index=4&type=section&id=Balance%20Sheets) | Balance Sheet Highlights | June 30, 2022 (Unaudited) | | :--- | :--- | | **Assets** | | | Cash | $622,351 | | Cash and Marketable Securities in trust account | $102,755,004 | | **Total Assets** | **$103,377,355** | | **Liabilities & Equity** | | | Total Liabilities | $3,703,489 | | Common Stock subject to possible redemption | $102,606,597 | | **Total Stockholders' Deficit** | **($2,932,731)** | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) | Statement of Operations | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Formation and operating costs | ($117,309) | ($576,722) | | Interest earned on trust account | $108,459 | $148,407 | | **Net Loss** | **($8,850)** | **($428,315)** | | Basic and diluted net loss per share | ($0.00) | ($0.03) | [Statements of Changes in Stockholders' Equity](index=6&type=section&id=Statements%20of%20Changes%20in%20Stockholders'%20Equity) - For the six months ended June 30, 2022, stockholders' equity decreased from **$4,905** to a deficit of **($2,932,731)**, primarily due to reclassification of common stock subject to possible redemption, offering costs, and net loss, partially offset by IPO and private placement proceeds[17](index=17&type=chunk) [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) - For the six months ended June 30, 2022, the company's cash increased by **$620,187** - **Operating Activities:** Net cash used was **($580,234)** - **Investing Activities:** Net cash used was **($102,606,597)**, primarily for investment of cash into the Trust Account - **Financing Activities:** Net cash provided was **$103,807,018**, from the IPO and private placement proceeds[20](index=20&type=chunk) [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) - The company is a **blank check company** formed on April 16, 2021, for the purpose of effecting a **Business Combination**, with all activity to date relating to its formation and the **Initial Public Offering**[23](index=23&type=chunk)[24](index=24&type=chunk) - On **January 13, 2022**, the company closed its IPO of **10,000,000 units** at **$10.00 per unit**, generating gross proceeds of **$100 million**, with an additional **159,069 units** sold via a partial exercise of the over-allotment option[25](index=25&type=chunk)[65](index=65&type=chunk) - The company must complete a **Business Combination** within **12 months** from the IPO closing (with possible extensions up to **18 months**), or it will be required to cease operations and redeem the public shares[38](index=38&type=chunk) - Management has determined that the **mandatory liquidation** requirement if a **Business Combination** is not consummated raises **substantial doubt** about the company's ability to continue as a **going concern**[45](index=45&type=chunk) - The company has an agreement to pay its Sponsor **$10,000 per month** for office space and administrative support, commencing from the date of its Nasdaq listing[77](index=77&type=chunk) - Underwriters are entitled to a deferred fee of **$0.35 per Unit**, payable from the **Trust Account** only upon the completion of a **Business Combination**[80](index=80&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results of operations as a blank check entity, noting its net loss and substantial doubt about its going concern ability Results of Operations | Results of Operations | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Interest Income (Non-operating) | $108,459 | $148,407 | | **Net Loss** | **($8,850)** | **($428,315)** | - The company has approximately **$650,000** of proceeds held outside the trust account available for working capital to identify and evaluate target businesses[101](index=101&type=chunk) - Management has determined that the **mandatory liquidation** requirement if a **Business Combination** is not consummated by the deadline (**January 13, 2023**, subject to extension) raises **substantial doubt** about the company's ability to continue as a **going concern**[108](index=108&type=chunk) - Key contractual obligations include a **$10,000 monthly fee** to an affiliate of the Sponsor for administrative support and a deferred underwriting commission of **$3,555,674**, payable upon a successful **Business Combination**[110](index=110&type=chunk)[111](index=111&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=20&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is minimal, with IPO proceeds in the Trust Account invested in short-term U.S. government treasury securities, minimizing interest rate exposure - The company's exposure to interest rate risk is **not material** as funds in the **Trust Account** are invested in **U.S. government treasury bills, notes, or bonds** with a maturity of **185 days or less**, or in certain money market funds[114](index=114&type=chunk) [Controls and Procedures](index=20&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of **June 30, 2022**, the company's principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **not effective**[118](index=118&type=chunk) - There were **no changes** in the company's **internal control over financial reporting** during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, its internal controls[119](index=119&type=chunk) [PART II. OTHER INFORMATION](index=21&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides other required information, including no legal proceedings, no material changes to risk factors, details on unregistered equity sales, and a list of filed exhibits [Legal Proceedings](index=21&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company is **not involved** in any legal proceedings[121](index=121&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's final prospectus dated January 10, 2022 - **No material changes** to the risk factors disclosed in the **January 10, 2022** prospectus have occurred as of the date of this report[122](index=122&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=21&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the private placement of units to the Sponsor, generating over **$4.5 million** concurrent with the IPO, with proceeds added to the trust account - Simultaneously with the IPO, the company sold **446,358 Private Placement Units** to its Sponsor at **$10.00 per unit**, raising **$4,463,580**, with an additional **4,772 units** sold in connection with the over-allotment exercise, raising another **$47,720**[123](index=123&type=chunk) - Proceeds from the over-allotment closing, totaling **$1,606,597**, were placed in the **U.S.-based trust account** for the benefit of public shareholders[127](index=127&type=chunk) [Other Items (Defaults, Mine Safety, Other Info, Exhibits)](index=22&type=section&id=Other%20Items) The company reports no defaults, mine safety is not applicable, and other information includes a list of filed exhibits such as officer certifications and XBRL data - The company reports **no defaults** upon senior securities (Item 3), mine safety disclosures are **not applicable** (Item 4), and there is **no other information** to report (Item 5)[128](index=128&type=chunk)[129](index=129&type=chunk) - The report includes **required exhibits**, such as **officer certifications** pursuant to the **Sarbanes-Oxley Act** and **Inline XBRL documents** (Item 6)[130](index=130&type=chunk)[131](index=131&type=chunk)

Financial Position - Total assets as of March 31, 2022, amounted to $103,285,890, with current assets of $639,346[10] - Cash and marketable securities held in the trust account totaled $102,646,544[10] - The company had total current liabilities of $47,500, primarily from accrued expenses[10] - As of March 31, 2022, the company had a shareholders' deficit of $2,923,881[10] - The Company has $102,646,544 held in the Trust Account as of March 31, 2022, primarily in U.S. government securities[53] - The Company had $639,346 of cash in its operating bank account as of March 31, 2022[42] - The Company has no amounts outstanding under any Working Capital Loan as of March 31, 2022[43] - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2022[110] Operating Results - The company reported a net loss of $419,465 for the three months ended March 31, 2022, resulting in a basic and diluted net loss per ordinary share of $0.04[13] - The company generated non-operating income of $39,948 from interest on marketable securities for the three months ended March 31, 2022[97] - The provision for income taxes was deemed to be de minimis for the three months ended March 31, 2022[58] Initial Public Offering (IPO) - The Company closed its Initial Public Offering on January 13, 2022, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Units at $10.00 per Unit[65] - Proceeds from the sale of Units in the Initial Public Offering generated gross proceeds of $100,000,000, with an additional $1,590,690 from the over-allotment option[24] - The company incurred transaction costs of $6,917,226 related to its Initial Public Offering, including $3,500,000 for deferred underwriting commissions[24] - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $2,000,000, and a deferred fee of $0.35 per Unit, totaling $3,500,000, contingent upon the completion of a Business Combination[80] - The Sponsor purchased 446,358 Placement Units at $10.00 per unit, generating an aggregate of $4,463,580[67] Business Combination - The company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[23] - The company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[30] - The Company will cease operations and liquidate if a Business Combination is not completed within 12 months from the Initial Public Offering[37] - The Company expects to incur significant costs in pursuing its financing and acquisition plans, raising concerns about its ability to continue as a going concern if a Business Combination is not completed[45] - The Company has agreed to waive redemption rights for Insider Shares in connection with the Business Combination[36] - The company may issue additional shares in connection with a Business Combination, which could significantly dilute existing investors' equity interests[92] - The company has until January 13, 2023, to consummate a Business Combination, with a potential extension to July 13, 2023[108] Administrative and Operational Costs - The Company has agreed to pay the Sponsor $10,000 per month for administrative services for up to 18 months[77] - The company expects to incur approximately $390,000 for legal, accounting, and due diligence expenses related to business combinations over the next 18 months[105] - The company has a contractual obligation to pay $10,000 monthly for office space and administrative support until the completion of the initial business combination[111] Impact of COVID-19 - The Company has evaluated the impact of the COVID-19 pandemic and concluded that it may negatively affect its financial position, but the specific impact is not determinable[63]

IPO and Financial Proceeds - The company closed its initial public offering on January 13, 2022, raising gross proceeds of $100 million by selling 10,000,000 units at $10.00 per unit[16]. - A total of 446,358 units were privately sold to the sponsor for gross proceeds of $4,463,580, and an additional 159,069 units were sold through an over-allotment option, generating $1,558,876.20[17]. - An additional $1,558,876.20 was generated from the partial exercise of the over-allotment option, bringing total gross proceeds from the IPO and related sales to approximately $101.6 million[196]. - The company has $102,606,596.90 available for an initial business combination, before payment of $3,555,674.15 in deferred underwriting fees[83]. - Approximately $650,000 of proceeds held outside the trust account will be available for identifying and evaluating target businesses prior to the initial business combination[199]. - The company expects to use substantially all funds held in the trust account to complete its initial business combination, with annual franchise tax obligations estimated at $200,000[197]. - The company has incurred a net loss of $20,095 from inception through December 31, 2021, primarily due to formation costs and professional expenses[193]. - As of December 31, 2021, the company had cash of $2,164, with liquidity primarily sourced from initial stockholder investments and loans[194]. - The company has no long-term debt or capital lease obligations, with a deferred fee of $1,015,906.9 owed to underwriters contingent on completing a business combination[209]. Business Strategy and Market Focus - The company aims to focus on advanced air mobility (AAM) and emerging technologies, which are expected to drive significant growth in the aerospace and aviation sectors[15]. - The company is targeting high-growth markets in North America and Asia Pacific, focusing on sectors such as artificial intelligence, UAS, and AAM[26]. - The company intends to promote responsible business standards and focus on scalable solutions in aviation and AI, aiming for positive financial returns and measurable impact[49]. - The company plans to leverage its management team's experience in sourcing and executing mergers with high-quality companies seeking alternatives to traditional IPOs[46]. - The company aims to identify and complete its initial business combination with a target in the aviation industry that aligns with its mission and leverages the management team's expertise[52]. - The company will focus on investments in industry segments with attractive long-term growth prospects and sustainable competitive advantages[61]. - The company believes that now is an attractive time to pursue business combinations, particularly in Southeast Asia, which is underrepresented in the SPAC acquisition market[59]. Due Diligence and Acquisition Process - The company intends to conduct comprehensive due diligence, including financial statement analysis and technology evaluations, to assess target companies[64]. - A thorough due diligence review will be conducted, including meetings with management, document reviews, and financial assessments[102]. - The company will seek waivers from vendors and service providers to limit claims against the trust account, although there is no guarantee that all will comply[149]. - The company emphasizes a strong focus on ESG factors as part of its due diligence process, reflecting the growing interest in sustainable investments[62]. - The company has a prioritized list of targeted entities for potential business combinations, emphasizing the importance of a strong competitive position[56]. Business Combination Timeline and Conditions - The company will seek to complete its initial business combination within 12 months, with the possibility of extending this period by up to 18 months through additional capital deposits[72]. - The company may extend the time to complete a business combination up to 18 months, with two possible three-month extensions[84]. - The company will require that any initial business combination has an aggregate fair market value of at least 80% of the assets held in the trust account[75]. - If the initial business combination is not completed within the extended period, the company will redeem 100% of outstanding public shares for a pro rata portion of the funds held in the trust account[86]. - The company will not complete the initial business combination if the total cash consideration for redemptions exceeds the available cash[126]. - If the initial business combination is not completed within 12 months, the company will redeem public shares at a per-share price based on the trust account balance, estimated at approximately $10.10[143]. Shareholder Rights and Redemption Process - Public stockholders can redeem shares regardless of their vote on the proposed transaction, and the redemption offer will remain open for at least 20 business days[125]. - Shareholders holding more than 15% of shares sold in the offering will be restricted from seeking redemption rights for excess shares without prior consent[129]. - The redemption process requires public stockholders to tender their shares electronically or physically before the vote on the initial business combination[130]. - Stockholder approval will be required for certain types of transactions, such as mergers where the company does not survive[109]. - If stockholder approval is sought, a majority of outstanding shares must vote in favor for the initial business combination to proceed[122]. Operational and Financial Management - The company has engaged in limited operations since its inception and has not generated any revenues, focusing on organizational activities and searching for a target business[212]. - The company will not engage in operations for an indefinite period following the offering until the initial business combination is completed[87]. - The company has entered into an Administrative Services Agreement, paying $10,000 per month for office space and administrative support, which will cease upon completion of the initial business combination[207]. - The company has the option to convert up to $1,500,000 of loans into units at a price of $10.00 per unit upon consummation of the initial business combination[201]. - The company does not expect to seek loans from parties other than its sponsor or CEO's affiliate, as it believes third parties will not provide such funds[201]. Regulatory and Compliance Considerations - The company will file annual, quarterly, and current reports with the SEC, including audited financial statements[159]. - Financial statements of prospective target businesses will be provided to stockholders, which may need to comply with GAAP or IFRS standards[161]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not needing to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act[163]. - The company intends to take advantage of the extended transition period for complying with new or revised accounting standards, delaying adoption until those standards apply to private companies[164]. - The company will not pay consulting fees to management team members for services related to the initial business combination[103].