Financial Performance - The company reported a net income of $102,958,139 for the three months ended March 31, 2025, compared to a net loss of $2,429,417 for the same period in 2024[22]. - For the three months ended March 31, 2025, Nukkleus Inc. reported a net income from continuing operations of $103,140,894, compared to a net loss of $(2,095,201) for the same period in 2024[28]. - The basic net income per common share for continuing operations was $20.80 in Q1 2025, compared to a loss of $(1.19) in Q1 2024[22]. - Other income (expense), net, increased approximately $104,658,000, or 1,043,970.3%, for the three months ended March 31, 2025, primarily due to gains from changes in fair value of stock purchase warrant liabilities[177]. - The accumulated deficit improved from $(201,075,743) on December 31, 2024, to $(98,117,604) on March 31, 2025, indicating a reduction of approximately 51.2%[21]. Revenue and Expenses - For the three months ended March 31, 2025, total revenues were $187,469, a decrease of 27.8% from $259,757 in the same period of 2024[101]. - Total operating expenses decreased to $317,352 in Q1 2025 from $531,235 in Q1 2024, a reduction of 40.2%[101]. - Operating expenses decreased from $2,085,176 in Q1 2024 to $1,507,107 in Q1 2025, a reduction of approximately 27.7%[22]. - The net loss from discontinued operations for the three months ended March 31, 2025, was $182,755 compared to a loss of $334,216 in the same period of 2024, indicating an improvement of 45.2%[101]. - Total other general and administrative expenses increased by approximately $266,000, or 119.1%, for the three months ended March 31, 2025, compared to the same period in 2024[176]. Assets and Liabilities - Total assets decreased from $9,109,284 on December 31, 2024, to $8,601,827 on March 31, 2025, representing a decline of approximately 5.6%[19]. - Current liabilities significantly decreased from $171,450,366 to $64,709,245, a reduction of about 62.2%[19]. - As of March 31, 2025, total current assets were $2,127,120, an increase of 95.5% from $1,089,052 as of December 31, 2024[100]. - Total liabilities increased to $4,453,142 as of March 31, 2025, compared to $3,179,877 as of December 31, 2024, reflecting a rise of 40.0%[100]. - The company had a working capital deficit of $56,246,392 as of March 31, 2025, including $4,462,916 of cash[179]. Cash Flow - The company incurred cash flow used in operating activities from continuing operations of approximately $1,621,478 for the three months ended March 31, 2025, compared to $(174,899) in the prior year[43]. - The company experienced a net cash used in operating activities of $(1,341,514) for the three months ended March 31, 2025, compared to $(1,122,709) in the prior year[28]. - Net cash flow used in investing activities was approximately $810,221 for the three months ended March 31, 2025, primarily due to an advance payment to Star of $800,000[186]. - There were no cash flows provided by financing activities for the three months ended March 31, 2025[188]. Stock and Equity - The number of common shares outstanding increased from 4,930,531 to 5,013,863, reflecting an increase of about 1.7%[20]. - The Company has authorized 15,000,000 shares of preferred stock, with no shares issued and outstanding as of March 31, 2025[124]. - The Company issued 100,000 stock options to a consultant on November 13, 2024, with a total share-based compensation expense of $177,905 for the three months ended March 31, 2025[140]. - The Company completed a private placement on December 20, 2024, raising approximately $9.99 million by selling 1,666,666 units at $6.00 per unit[127]. - The Company established the 2025 Equity Incentive Plan with 1,950,000 shares of common stock reserved for issuance, subject to shareholder approval[159]. Business Strategy and Operations - The company plans to focus its business on the defense sector following the acquisition of a controlling 51% interest in Star 26 Capital Inc., which supplies defense products[33]. - The Company entered into a Securities Purchase Agreement with Star 26 Capital Inc. to acquire a controlling 51% interest in Star for an aggregate investment of $21,000,000[153]. - The Company shifted its business focus to the defense sector following the Settlement Agreement related to the acquisition of Star[166]. - The company plans to cease operations of its General Support Services operating segment, which meets the discontinued operations criteria as of December 15, 2024[98]. Internal Controls and Compliance - As of March 31, 2025, the company concluded that its disclosure controls and procedures were effective[210]. - Material weaknesses in internal control over financial reporting were identified as of December 31, 2024, related to the evaluation of intangible assets and cost-method investments[212]. - Remediation actions for the identified material weaknesses began in Q4 of fiscal year 2024, including the use of external consultants for technical accounting issues[213]. - The material weaknesses will not be considered fully remediated until additional controls have operated effectively for a sufficient period[214]. - As of March 31, 2025, the company has not remediated the material weakness related to resources for evaluating intangible assets[215].

Business Combination and Acquisitions - The Business Combination was completed on December 22, 2023, resulting in the formation of Nukkleus Inc., a financial technology company focused on blockchain-enabled technology solutions [20]. - The Company entered into a Securities Purchase Agreement to acquire a controlling 51% interest in Star 26 Capital Inc., a defense acquisition company [22]. - The Company will acquire 51% of Star for a total consideration of $15,000,000, which includes $5,000,000 in cash and a promissory note for the remaining balance [38]. - The acquisition includes the issuance of 2,385,170 shares of common stock and a five-year warrant to purchase 6,907,859 shares at an exercise price of $1.50 per share [38]. - Star has the option to purchase the remaining 49% equity for $16,084,250, which consists of $3,000,000 in cash and additional stock and warrants [38]. - The Company plans to sell its subsidiary Digital RFQ Limited for £1,000 due to ongoing net losses generated by DRFQ [34]. - The proposed acquisition of Star could significantly impact the company's stock price and future operations if not completed [86]. - The acquisition of Star may require a termination fee of $1.0 million if not completed [90]. Financial Performance and Revenue Generation - The Company has historically generated substantial revenue through a General Services Agreement with Triton Capital Markets Ltd., which has been terminated effective January 1, 2024, due to non-payment [23]. - Nukkleus has historically generated most of its revenue through services rendered under the General Service Agreement [81]. - The largest customer, TCM, represented 81.1% of revenue for the year ended September 30, 2024, and the agreement with TCM has been terminated, potentially adversely affecting operations [127]. - The company has approximately 12 employees, with 11 working for Digital RFQ [85]. Financing and Capital Structure - The Company issued a Senior Unsecured Promissory Note to X Group in the principal amount of $312,500, with an additional Stock Purchase Warrant for 150,000 shares at $2.00 per share [25]. - The Company issued an additional Senior Unsecured Promissory Note to East Asia Technology Investments Limited in the principal amount of $515,000 [30]. - The Company entered into a Standby Equity Purchase Agreement allowing it to sell up to $10 million of shares to YA II PN, LTD, at its discretion [36]. - The Company entered into a Securities Purchase Agreement for a private placement of 1,666,666 units at a total price of $10,000,000, equating to $6.00 per unit [42]. - The company has primarily funded operations through equity financings, convertible notes, and revenue, and may require additional capital for business growth [181]. Market and Competitive Landscape - Star's acquisition strategy focuses on small and medium businesses with an enterprise value of less than $200 million, particularly in the defense sector [46]. - The Company anticipates growth in the defense sector due to increased global conflicts, which may drive demand for defense solutions [57]. - Star expects to identify attractive acquisition opportunities in niche geographical markets, particularly in the defense, government, and military sectors, especially in the U.S. and Israel [58]. - The defense industry market size in the U.S. was approximately $76.1 billion in 2022 and is estimated to grow to $184.7 billion by 2027, with a compound annual growth rate of approximately 15.9% from 2022 to 2027 [74]. - Star recognizes the competitive landscape, facing challenges from well-established entities with greater financial resources in the acquisition space [65]. Risk Management and Compliance - The company is subject to credit risks from counterparties, including financial institutions, which could lead to significant liquidity problems and adversely affect financial condition and operations [124]. - The company has established a risk management and compliance framework to address Anti Money Laundering (AML) and Counter Terrorist Financing (CTF) considerations, which includes regular assessments of ML/TF risks [135]. - Enhanced due diligence is required for high-risk customers, involving a thorough review and ongoing monitoring [138]. - The company is working to diversify its banking relationships to mitigate risks associated with reliance on a small number of partners [126]. - The company is subject to various anti-money laundering laws, including the Bank Secrecy Act, which requires the implementation of risk-based programs and could result in significant fines if compliance gaps are identified [208]. Technology and Innovation - Digital RFQ aims to provide cross-border payment solutions and plans to develop a white-labelled digital bank for international business in the future [75]. - The company introduced fund transfer and payment processing using blockchain technologies in 2019, which remains in early development stages and is subject to unpredictable factors [155]. - The company acknowledges that negative publicity surrounding blockchain technology may lead to a loss of customer confidence in its products and services [157]. - The company intends to continue developing its blockchain-enabled payment processing technology, which may require significant expenditures before generating substantial revenue [95]. Operational Challenges - The company operates as a remote-first organization, facing heightened operational and cybersecurity risks due to employees working from home, which may lead to increased data or financial loss risks [153]. - The company faces intense competition for qualified personnel, particularly in executive talent and financial regulatory expertise, which could impact its ability to grow [189]. - The company is refining its revenue and business model, focusing on the development and commercialization of its platforms, but there is no assurance of achieving profitability [164]. Regulatory Environment - The financial services industry is subject to intensive regulation, and major changes could adversely affect the company's business model and profitability [203]. - The company may need to modify its business practices or exit certain activities due to new regulatory requirements, impacting its operational strategies [204]. - Non-compliance with laws and regulations could result in fines, revocation of licenses, and reputational harm, adversely affecting the company's financial condition [198]. - The company must adapt its operations to comply with diverse international laws as it expands, which may create conflicting obligations and increase compliance costs [207].

Financial Performance - Total revenues for the quarter were $175,214, a decrease of 96.6% compared to $5,212,056 in the same quarter last year[17]. - The company reported a net loss of $1,616,241 for the quarter, compared to a net loss of $1,209,744 in the same quarter last year, representing a 33.5% increase in losses[17]. - The accumulated deficit as of September 30, 2023, was $(48,986,099), compared to $(31,769,244) a year earlier, indicating a significant increase in losses[14]. - Total stockholders' deficit reached $(12,230,130), compared to $(6,193,230) in the previous period, marking a 97.5% increase[15]. - The company incurred operating expenses of $1,517,123, which is a 43.8% increase from $1,054,783 in the same quarter last year[17]. - Net loss for the three months ended December 31, 2023, was $(8,928,095)[23]. - Net loss for the three months ended March 31, 2024, was $(2,429,417)[24]. - Net loss for the three months ended June 30, 2024, was $(1,616,241)[26]. Cash Flow and Liquidity - Total cash as of June 30, 2024, was $538,772, down from $1,854,436 at the beginning of the period[32]. - Net cash used in operating activities for 2024 was $(2,619,117), compared to $(626,716) in 2023[31]. - Nukkleus has cash balances of approximately $6,000 and $19,000 as of June 30, 2024, and September 30, 2023, respectively[47]. - As of June 30, 2024, total cash amounted to $6,138 million, a decrease from $19,318 million as of September 30, 2023, representing a decline of 68.3%[62]. - The company reported a working capital deficit of approximately $11,421,000 as of June 30, 2024, with a net loss of approximately $12,974,000 for the nine months ended June 30, 2024[48]. - The company generated negative cash flow from operating activities of approximately $2,619,000 for the nine months ended June 30, 2024[48]. Assets and Liabilities - Balance as of March 31, 2024, included total assets of $14,102,414 and total liabilities of $(47,369,858)[25]. - Customer custodial cash liabilities, which represent cash deposits for contractual obligations to customers, are classified as current assets[63]. - Customer digital currency assets were valued at $7,635 million as of June 30, 2024, with corresponding liabilities also at $7,635 million, indicating a new asset class for the company[71]. - The company had no customer digital currency assets or liabilities as of September 30, 2023, marking a significant increase in digital asset management[72]. - Other current assets increased from $32,522 million as of September 30, 2023, to $135,631 million as of June 30, 2024, reflecting a growth of 317.5%[82]. - The company maintains a portion of its cash in financial institutions that may exceed the FDIC insurance limit of $250,000, managing credit risk through high-quality institutions[76]. - The company has established an allowance for doubtful accounts of $0 as of June 30, 2024, down from $637,072 as of September 30, 2023, indicating improved credit quality[79]. Revenue Streams - Total revenues for June 2024 were $175,214, a decrease from $5,677,362 in June 2023, representing a decline of approximately 97%[95]. - General support services revenue was $4,800,000 for the nine months ended June 30, 2024, compared to $14,400,000 for the same period in 2023, indicating a 67% decrease[95]. - Financial services revenue for the nine months ended June 30, 2024, was $877,362, down from $1,822,388 in 2023, reflecting a decline of about 52%[95]. Stock and Equity - The weighted average common shares outstanding increased to 14,340,876 from 10,074,657, reflecting a 42.5% increase[18]. - The company issued 425,295 shares of common stock for services, contributing to an increase in additional paid-in capital to $36,764,869 from $25,543,048[20]. - During the nine months ended June 30, 2024, the company issued 627,997 shares of common stock for services valued at $2,765,601, resulting in a stock-based compensation expense of the same amount[151]. - On December 19, 2023, the company converted $2,727,061 of debt into 757,678 shares of common stock, with the fair market value of the shares exceeding the debt by $3,900,255[152]. - The company settled a $324,601 debt by issuing 660,000 shares of common stock, with a fair value of $463,716, resulting in a loss on debt settlement of $139,115[154]. Related Party Transactions - The company issued promissory notes totaling $1,167,500 to Emil Assentato and Max Q during the nine months ended June 30, 2024, with an interest rate of 5.0% per annum[195]. - The outstanding principal balance of a loan from Craig Vallis was $405,676 as of June 30, 2024, with a repayment due by July 31, 2024[192]. - Two related party customers accounted for 87.9% of the total outstanding accounts receivable and due from affiliates as of June 30, 2024[200]. - Two related party suppliers represented 70.8% of the total outstanding accounts payable, accrued liabilities, and other payables as of June 30, 2024[203]. - The interest expense related to loans from related parties for the nine months ended June 30, 2024, amounted to $41,671, compared to $0 in the same period of 2023[195]. Business Operations - Nukkleus completed its merger with Brilliant Acquisition Corporation on December 22, 2023, resulting in the formation of a financial technology company focused on the retail foreign exchange trading industry[36]. - The company acquired 51% of Match Financial Nigeria Limited at no cost to expand its business into Nigeria[42]. - The company operates in two reportable business segments: general support services and financial services, which are managed separately due to fundamental operational differences[205]. - The general support services segment provides software, technology, customer sales and marketing, and risk management technology solutions under a GSA to a related party[205]. - The financial services segment offers payment services from one fiat currency to another or to digital assets[205].

Financial Performance - Total revenues for the quarter ended March 31, 2024, were $259,757, a decrease from $5,633,944 in the same period last year[17]. - The net loss for the quarter was $2,429,417, compared to a net loss of $805,649 for the same quarter last year[17]. - The company reported a gross profit of $196,561 for the quarter, significantly lower than $655,261 in the prior year[17]. - Operating expenses totaled $2,616,410, compared to $954,326 in the same quarter last year[17]. - Financial services revenue for the three months ended March 31, 2024, was $259,757, down from $833,944 in the same period of 2023, reflecting a decrease of approximately 68.9%[87]. - General support services segment reported no revenue for the three months ended March 31, 2024, compared to $4,800,000 for the same period in 2023[176]. - Total revenues for the company decreased by 95.4% to $259,757 for the three months ended March 31, 2024, compared to $5,633,944 in the same period of 2023[176]. - Net loss for the company was $(2,429,417) for the three months ended March 31, 2024, compared to a net loss of $(805,649) for the same period in 2023[176]. Assets and Liabilities - Total current assets amounted to $808,253, compared to $2,928,408 as of September 30, 2023[14]. - Total liabilities reached $12,750,404, an increase from $9,545,855 in the previous reporting period[14]. - The accumulated deficit increased to $(47,369,858) from $(31,769,244) as of September 30, 2023[14]. - Total assets decreased to $1,225,652 as of March 31, 2024, from $3,352,625 as of September 30, 2023[176]. - Customer custodial cash liabilities were $882,152, compared to $1,443,011 as of September 30, 2023[14]. - Customer custodial cash decreased to $345,631 as of March 31, 2024, from $672,501 as of September 30, 2023, representing a decline of about 48.7%[110]. - Total customer liabilities decreased to $890,252 as of March 31, 2024, from $1,443,011 as of September 30, 2023, indicating a reduction of approximately 38.3%[110]. Cash Flow and Capital - The company had cash and cash equivalents of $305,589, down from $19,318 in the previous period[14]. - The total cash at the end of the period was $651,220, a decrease from $486,946 at the end of the previous year[25]. - Cash flows from operating activities resulted in a net cash used of $(1,878,608) for the three months ended March 31, 2024, compared to $(1,882,501) for the same period in 2023[24]. - The company plans to raise capital through the sale of equity to implement its business plan, although there are no assurances that these plans will be realized[40]. - The company completed a reverse recapitalization, resulting in cash received of $150,161[24]. - The total paid-in capital increased to $35,848,468 as of March 31, 2024, from $35,023,820 at the end of December 2023[24]. Stock and Equity Transactions - The company issued common stock for services amounting to $750,000 during the three months ended March 31, 2024[24]. - During the six months ended March 31, 2024, the company issued 627,997 shares of common stock for services valued at $2,765,601[121]. - The company recognized stock-based compensation of $2,914,936 for the three months ended March 31, 2024, compared to $221,543 in the same period of 2023[24]. - Stock-based compensation expense associated with stock options for the six months ended March 31, 2024, was $149,335, down from $221,543 for the same period in 2023[128]. Related Party Transactions - The company has a significant related-party transaction involving the acquisition of shares in Jacobi Asset Management Holdings Limited, which is focused on digital asset management[37]. - Three related party customers accounted for 86.6% of the company's total outstanding accounts receivable and due from affiliates as of March 31, 2024[167]. - Two related party suppliers accounted for 73.5% of the company's total outstanding accounts payable and due to affiliates as of March 31, 2024[170]. - Revenue from related parties for the six months ended March 31, 2024, was $61,328, down from $78,516 in the same period of 2023, representing a decrease of approximately 21.5%[143]. Business Operations and Strategy - The Business Combination between Brilliant and Old Nukk was completed on December 22, 2023, resulting in the formation of Nukkleus Inc. as a financial technology company focused on the retail foreign exchange trading industry[29][30]. - The company completed the acquisition of Match Financial Limited in fiscal year 2021, which provides payment services between fiat currencies and digital assets[34]. - The company has not pursued regulatory licensing to operate an electronic exchange in Malta since deciding to exit the exchange business in fiscal 2020[33]. - The company plans to negotiate the sale of its wholly owned subsidiary, Digital RFQ Ltd., to its current management team[182]. Impairments and Allowances - The company established an allowance for doubtful accounts of $10,199 for receivables as of September 30, 2023, which was reduced to $0 by March 31, 2024[155]. - The company has established an allowance for doubtful accounts of $0 as of March 31, 2024, compared to $637,072 as of September 30, 2023, indicating improved credit quality[70]. - The company recorded an impairment expense of $0 for the three months ended March 31, 2024, compared to $133 million for the same period in 2023[117]. Currency and Foreign Exchange - Nukkleus Inc. reported a foreign currency translation adjustment gain of $40,419 for the three months ended March 31, 2024[24]. - The average translation rate for GBP to USD for the six months ended March 31, 2024, was 0.7970, compared to 0.8379 for the same period in 2023[97]. Agreements and Contracts - Nukkleus Limited has a General Services Agreement with Triton Capital Markets Ltd. (TCM) that guarantees a minimum payment of $1,600,000 per month, which has been terminated effective January 1, 2024, due to non-payment[31]. - Nukkleus Limited also has a GSA with FXDirectDealer LLC, with a minimum payment reduced from $1,575,000 to $1,550,000 per month effective May 1, 2023[32]. - The minimum monthly amount received from TCM under the GSA was $1,600,000, but the agreement was terminated effective January 1, 2024, due to non-payment[137].

Business Combination - The Business Combination was completed on December 22, 2023, resulting in the merger of Brilliant Acquisition Corporation and Old Nukk, with Old Nukk becoming a wholly-owned subsidiary of Brilliant[13]. - Following the Business Combination, Nukkleus Common Stock and Nukkleus Warrants began trading on December 26, 2023, under the symbols "NUKK" and "NUKKW" respectively[28]. - Approximately 78.3% of the Combined Company is owned by Old Nukk stockholders, while Brilliant's public stockholders own approximately 0.5%[28]. - The Business Combination involved the cancellation of all outstanding shares of Old Nukk in exchange for a pro-rata portion of 10,500,000 shares of Brilliant Common Stock[25]. - The Business Combination included a Lock-Up Agreement preventing certain stockholders from selling their shares for two years post-Closing[29]. - The Backstop Pool in the Business Combination was equal to 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights, capped at 1,012,000 shares[26]. Financial Agreements and Revenue - Nukkleus has entered into a General Service Agreement with TCM, which stipulates a minimum payment of $1,600,000 per month for services provided[33]. - The company has historically generated most of its revenue through services rendered under the General Service Agreement, but is now repositioning its focus on digital assets due to limited net income from TCM[34]. - Nukkleus has entered into a Stock Purchase Agreement with White Lion, allowing for the purchase of shares up to a maximum amount of $75,000,000, which was terminated on February 21, 2024[31]. Product Development and Services - Digital RFQ aims to provide cross-border payment solutions and plans to develop a white-labelled digital bank for international business, although the timeline for these products remains uncertain[15]. - DigiClear is being developed to offer a custody and settlement utility operating system, with the goal of fully automating the transfer process within milliseconds[19]. - Nukkleus has developed various service categories, including risk management support software and retail trading platforms, to enhance its offerings in the FX industry[40]. Regulatory Compliance - Digital RFQ is regulated by the Financial Conduct Authority in the UK and is in compliance with Anti Money Laundering and Counter Terrorist Finance regulations[16]. Market Expansion and Workforce - Nukkleus is seeking to expand its presence in high-growth regions such as Asia and the Middle East within the retail FX market[39]. - The company has a total of approximately 12 employees, with 11 working for its subsidiary Digital RFQ and one for Nukkleus itself[56]. - Nukkleus has access to approximately 30 account managers through its relationship with FXDIRECT, who speak over 10 different languages[56]. Subsidiary Management and Acquisitions - The company has agreed to negotiate the sale of its wholly owned subsidiary, Digital RFQ Ltd., to its current management team, subject to board and shareholder approval[53]. - Nukkleus has acquired Patent Number 8799142 related to Forexware, which pertains to a method of displaying information associated with currency exchange transactions in real time[54]. Market Trends - The FX market has seen significant growth, with increased trading activity driven by factors such as electronic trading and rising volatility among currencies[36].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $126,062, compared to a net loss of $578,753 for the same period in 2022, reflecting a decrease of approximately 78% year-over-year [156]. - For the nine months ended September 30, 2023, the company had a net loss of $468,928, down from a net loss of $1,074,579 in the same period of 2022, indicating a reduction of about 56% year-over-year [156]. - Cash used in operating activities for the nine months ended September 30, 2023, was $304,272, with a net loss impacted by changes in fair value of derivative warrant liabilities [159]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit on June 26, 2020 [158]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees [159]. Cash and Working Capital - As of September 30, 2023, the company had cash held in the Trust Account amounting to $4,606,578, which is intended to be used for completing a Business Combination [160]. - As of September 30, 2023, the company had a working capital deficit of $1,689,087, excluding cash held in the Trust Account [165]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial Business Combination [163]. Business Combination - The company intends to complete a Business Combination before the mandatory liquidation date of November 23, 2023, or seek an extension [166]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023 [167]. Accounting and Reporting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [174]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [175]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value recorded in the statement of operations [177]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [177]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements [178]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [180].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $122,363, compared to a net loss of $35,544 for the same period in 2022, indicating an increase in losses [157]. - For the six months ended June 30, 2023, the net loss was $342,866, a decrease from the $495,826 loss reported in the same period in 2022, reflecting a reduction in operating costs [157]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [174]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit [158]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees [159]. Cash and Working Capital - As of June 30, 2023, the company had cash held in the Trust Account amounting to $4,529,551, which is intended to be used for completing a Business Combination [160]. - As of June 30, 2023, the company had a working capital deficit of $1,572,423, raising concerns about its ability to continue as a going concern [164]. Financial Obligations - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023, indicating a lack of financial obligations outside its balance sheet [166]. - The company may need to raise additional funds to meet operational expenditures or complete a Business Combination, which could involve issuing additional securities or incurring debt [163]. Business Combination - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence [161]. - The company has a deadline of August 23, 2023, to complete a Business Combination, or it will face mandatory liquidation [165]. Accounting and Reporting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [173]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value reflected in the statement of operations [176]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [176]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements [177]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [179].

Financial Performance - For the period ended March 31, 2023, the company reported a net loss of $79,306, consisting of operating costs of $78,381 and a decrease in fair value of derivative warrant liabilities of $925[154]. - Cash used in operating activities for the three months ended March 31, 2023, was $107,172, with a net loss impacted by changes in operating assets and liabilities[157]. - As of March 31, 2023, the company had a working capital deficit balance (excluding cash held in Trust Account) of $1,307,476[163]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees[157]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[173]. Cash and Funding - The company had cash held in the Trust Account of $4,435,021 as of March 31, 2023, and intends to use these funds primarily to complete a Business Combination[159]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to its initial Business Combination[162]. - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at a price of $10.00 per Unit[156]. Business Combination and Acquisition Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion[152]. - The company has less than twelve months to complete a business combination before its liquidation date of May 23, 2023[163]. Accounting and Reporting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity[172]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value reflected in the statement of operations[175]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date[175]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements[176]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[178]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2023[165].

IPO and Fundraising - The company completed its initial public offering on June 26, 2020, raising gross proceeds of $40 million from the sale of 4,000,000 units at $10.00 per unit[27]. - A private placement of 240,000 units was simultaneously completed, generating an additional $2.4 million in gross proceeds[28]. - The total proceeds held in the trust account reached $46 million after subsequent sales of additional units[29]. - The company intends to use cash from the initial public offering and private placements for the initial business combination, which may involve financially unstable or early-stage businesses[36]. - The company may seek additional funds through private offerings of debt or equity securities to finance the initial business combination[39]. Business Combination and Acquisition Strategy - The company has a target to acquire growth businesses with a total enterprise value between $200 million and $300 million[20]. - The management team aims to leverage its operational experience across various sectors, including biopharmaceuticals and information technology, to identify acquisition opportunities[17]. - The company seeks to acquire businesses with significant revenue and earnings growth potential through new product development and increased production capacity[22]. - The management team emphasizes the importance of long-term revenue visibility and strong free cash flow generation in target companies[24]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the trust account value at the time of the agreement[38]. - Target business candidates are sourced from various unaffiliated sources, including investment bankers and private equity funds[41]. - The fair market value of the target business will be determined based on standards accepted by the financial community, including gross margins and comparable business values[50]. - The company anticipates acquiring 100% of the equity interest or assets of the target business, but may acquire less than 100% if it becomes the majority shareholder[49]. - Shareholder approval may not be required for certain types of transactions, such as asset purchases or stock purchases not involving a merger[55]. Shareholder Engagement and Redemption - Shareholders redeemed a total of 1,025,281 shares during the extension votes, indicating a level of shareholder engagement and concern[32]. - The company has extended its period to consummate its initial business combination multiple times, with the latest extension allowing until January 23, 2023[34]. - Shareholders approved an extension for the initial business combination until April 23, 2023, with a total deposit of $2,489,244 into the Trust Account[35]. - The redemption process will allow public shareholders to redeem their shares either through a shareholder meeting or a tender offer[60]. - The company will not proceed with the redemption if the aggregate cash consideration exceeds the available cash in the trust account[65]. - Initial shareholders have agreed to waive their redemption rights concerning their founder shares and any public shares they may hold[58]. - The tender offer for redeeming public shares will remain open for at least 20 business days[61]. - Following redemptions, the remaining funds in the Trust Account were approximately $4.4 million, equating to about $10.85 per public share[81]. - A total of 2,375,991 shares were redeemed in the first extension, leaving 2,075,936 ordinary shares outstanding[81]. - In the second extension, 159,203 shares were redeemed, resulting in 1,816,733 ordinary shares outstanding[81]. Financial Reporting and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[102]. - The company must provide audited financial statements of the prospective target business as part of the tender offer materials[103]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[105]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its ordinary shares exceeds $700 million[107]. - The definitive proxy statement for the annual stockholder meeting will be filed with the SEC on February 9, 2023[148]. Internal Controls and Management - Management assessed the effectiveness of internal control over financial reporting and identified a material weakness related to complex financial instruments[144]. - The company plans to enhance its internal control processes to better evaluate complex accounting standards[145]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[147]. - The company does not include an attestation report of internal controls from its independent registered public accounting firm due to its emerging growth company status[146]. Competition and Market Challenges - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[100]. - The requirement to acquire a target business with a fair market value equal to at least 80% of the Trust Account value may hinder negotiations with potential targets[100].

Financial Performance - For the three months ended September 30, 2022, the company reported a net loss of $578,753, consisting of operating costs of $480,867 and an increase in fair value of derivative warrant liabilities of $106,184 [147]. - For the nine months ended September 30, 2022, the company had a net loss of $1,074,579, with operating costs of $1,094,728 and interest income of $64,950 from marketable securities held in the Trust Account [150]. - The company has a working capital deficit of $909,424 as of September 30, 2022, raising substantial doubt about its ability to continue as a going concern [157]. - Cash used in operating activities for the nine months ended September 30, 2022, was $1,054,509, impacted by an increase in fair value of derivative warrant liabilities [150]. Cash and Securities - As of September 30, 2022, the company had cash and marketable securities in the Trust Account amounting to $31,168,066, with an additional $34,044 in its operating bank account [152]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business [152]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit [149]. - The company incurred transaction costs of $2,069,154 related to the Initial Public Offering, including $1,610,000 in underwriting fees [150]. Accounting and Financial Reporting - The company accounts for ordinary shares subject to possible redemption as temporary equity, presenting them at redemption value outside of shareholders' equity [166]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [167]. - Derivative warrant liabilities are recognized at fair value and adjusted at each reporting period, with changes in fair value recorded in the statement of operations [169]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [169]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements [170]. Future Outlook - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combination completion [145]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of September 30, 2022 [159].