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].

Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $35,544, with operating costs of $144,590 and interest income of $52,704 from marketable securities[145]. - For the six months ended June 30, 2022, the company had a net loss of $495,827, consisting of operating costs of $613,861 and interest income of $56,651[145]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[165]. Cash and Securities - As of June 30, 2022, the company had cash and marketable securities in the Trust Account totaling $41,549,673[151]. - The company generated gross proceeds of $40,000,000 from its Initial Public Offering of 4,000,000 Units at $10.00 per Unit[147]. - The company incurred transaction costs of $2,069,154 related to the Initial Public Offering, including $1,610,000 in underwriting fees[149]. - As of June 30, 2022, the company had a working capital deficit of $640,555, excluding marketable securities held in the Trust Account[156]. Business Combination and Funding - 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[151]. - The company may need to raise additional funds to complete its Business Combination or to cover redemptions of public shares[154]. - The company has less than twelve months to complete a business combination before its liquidation date of October 23, 2022[156]. Debt and Equity - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2022[158]. - The company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity[164]. - 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[167]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date[167]. Accounting and Reporting - Management does not anticipate that recently issued accounting standards will materially affect financial statements[168]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[170].

Financial Performance - The company reported a net loss of $460,282 for the period ended March 31, 2022, compared to a net loss of $20,373 for the same period in 2021, indicating a significant increase in losses [142]. - A working capital deficit of $2,755,392 was reported as of March 31, 2022, raising concerns about the company's ability to continue as a going concern [150]. - Cash used in operating activities for the period ended March 31, 2022, was $699,248, influenced by various factors including interest earned on marketable securities [144]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [159]. Cash and Securities - As of March 31, 2022, the company had cash and marketable securities held in the Trust Account amounting to $41,496,970, with an additional $154,255 in its operating bank account [145][146]. - 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 [143]. - The company may need to raise additional funds to meet operational expenditures or complete its business combination, which could involve issuing additional securities or incurring debt [149]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of March 31, 2022 [152]. Initial Public Offering - Total transaction costs incurred during the Initial Public Offering amounted to $2,069,154, including $1,610,000 in underwriting fees [144]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combination completion [139]. Business Combination - The company entered into a Merger Agreement with Nukkleus Inc., which would result in former Nukkleus stockholders owning approximately 66% of the post-business combination company [140]. Accounting and Reporting - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [158]. - 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 [161]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [161]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements [162]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [164].

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[28]. - An additional 600,000 units were sold on June 30, 2020, generating total gross proceeds of $6.21 million, bringing the aggregate proceeds in the trust account to $46 million[29]. - The company intends to utilize cash from its initial public offering and private placement for its initial business combination, which may involve financially unstable companies[35]. - The company may raise additional funds through private offerings of debt or equity securities to finance the initial business combination[38]. Business Acquisition Strategy - The company seeks to acquire growth businesses with a total enterprise value between $200 million and $300 million, targeting sectors such as software, clean energy, and healthcare[20][21]. - The management team aims to leverage its operational experience to improve efficiency and scale revenue through organic growth and acquisitions[19]. - The management team emphasizes acquiring businesses with strong free cash flow generation potential and predictable revenue streams[24]. - The company has a proactive sourcing strategy to identify target businesses that can benefit from access to U.S. capital markets[15][18]. - Target business candidates are sourced from various unaffiliated entities, including investment bankers and private equity funds[39]. - 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[48]. - The fair market value of the target business will be determined based on standards accepted by the financial community, including gross margins and earnings[49]. - The initial business combination must involve target businesses or assets with a fair market value of at least 80% of the trust account value at the time of the agreement[37]. Business Combination Timeline and Extensions - The company has extended its period to consummate its initial business combination multiple times, with the latest extension allowing until March 23, 2022[31]. - The company extended the deadline to consummate the initial business combination to July 23, 2022, with a total of $2,014,594 deposited into the trust account[56]. - The company has conducted multiple extensions of the business combination deadline, with each extension requiring a deposit of $460,000[80]. - The company is required to complete its initial business combination by July 23, 2022, or shareholders will not have rights to the trust account[98]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem shares at a price equal to the amount in the trust account divided by the number of outstanding public shares[58]. - The company intends to conduct redemptions either through a shareholder meeting or a tender offer[59]. - The company may redeem up to the number of ordinary shares necessary to maintain net tangible assets of at least $5,000,001 prior to the consummation of its initial business combination[61]. - Following shareholder redemptions, approximately $41.5 million remains in the trust account, with a pro rata portion of approximately $10.46 per public share[79]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 upon consummation of the business combination[65]. - Shareholders elected to redeem an aggregate of 633,792 ordinary shares during the amendment and restatement of the articles of association[79]. - The company must distribute the amount in the trust account to public shareholders if the initial business combination is not completed by July 23, 2022[82]. - The redemption process requires public shareholders to tender their shares to the transfer agent prior to the expiration date set forth in the tender offer documents[72]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[75]. - The redemption price for warrants is set at $0.01 per warrant, callable after the warrants become exercisable if the ordinary shares' last sale price is at least $16.50 for 20 trading days within a 30-day period[85]. - The per-share redemption amount upon dissolution is approximately $10.46, but may be less due to creditor claims against the trust account[88]. - As of December 31, 2021, the company had access to approximately $283,403 not placed in the trust account to cover potential claims[94]. Management and Competition - The management team consists of experienced professionals with expertise across various sectors, enhancing the company's ability to identify attractive acquisition opportunities[16][17]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[99]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[104]. - The company intends to utilize the extended transition period for complying with new accounting standards as an emerging growth company[105]. - The company has one officer, Dr. Peng Jiang, who is not obligated to devote a specific number of hours to company matters[100]. - The company must provide audited financial statements of prospective target businesses to shareholders as part of the tender offer materials[102].

Financial Performance - The company reported a net loss of $124,611 for the three months ended September 30, 2021, compared to a net loss of $41,430 for the same period in 2020, reflecting an increase in operating costs [137]. - For the nine months ended September 30, 2021, the company had a net loss of $166,329, with operating costs amounting to $260,315, compared to a net loss of $41,487 for the same period in 2020 [137]. - The company has not engaged in any operations or generated any revenues to date, with only non-operating income from interest on marketable securities [136]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from the Initial Public Offering of 4,000,000 Units at a price of $10.00 per Unit [139]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees [140]. Cash and Investments - As of September 30, 2021, the company had cash and marketable securities held in the Trust Account totaling $46,926,504 [142]. - As of September 30, 2021, the company had cash of $504,362 in its operating account, intended for identifying and evaluating target businesses [143]. - Proceeds from the Initial Public Offering have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 180 days or less [156]. - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments [156]. Business Strategy and Risks - The company intends to use substantially all funds in the Trust Account to complete a Business Combination and for working capital of the target business [142]. - The company may incur significant costs in pursuing acquisition plans and cannot assure the success of completing a Business Combination [135]. Financial Instruments and Risks - Management evaluates financial instruments, including share purchase warrants, to determine if they are derivatives or contain embedded derivatives [155]. - As of September 30, 2021, the company was not subject to any market or interest rate risk [156]. - The company has no off-balance sheet financing arrangements or long-term liabilities as of September 30, 2021 [147]. - Management does not anticipate that recently issued accounting standards will have a material effect on the unaudited condensed financial statements [155].

Financial Performance - The company reported a net income of $21,345 for the three months ended June 30, 2021, compared to a net income of $67 for the same period in 2020[138]. - For the six months ended June 30, 2021, the company had a net loss of $41,718, which included operating costs of $106,978[138]. - Cash used by operating activities for the six months ended June 30, 2021, was $85,875[140]. Initial Public Offering - The company generated gross proceeds of $40,000,000 from the Initial Public Offering of 4,000,000 Units at a price of $10.00 per Unit[139]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees[140]. - The company has engaged EarlyBirdCapital as an advisor for the Business Combination, with a cash fee of 3.5% of the gross proceeds of the Initial Public Offering[148]. Trust Account and Investments - As of June 30, 2021, the company had cash and marketable securities held in the Trust Account amounting to $46,005,335[141]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination[141]. - The net proceeds from the Initial Public Offering have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 180 days or less[154]. - The company has also invested in certain money market funds that invest solely in U.S. treasuries[154]. - Due to the short-term nature of these investments, the company believes there will be no associated material exposure to interest rate risk[154]. Financing and Debt - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2021[146]. - The company may need to obtain additional financing to complete its Business Combination or due to significant redemptions of public shares[144]. Risk Factors - As of June 30, 2021, the company was not subject to any market or interest rate risk[154].

PART 1 – FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed financial statements for Brilliant Acquisition Corporation as of March 31, 2021, covering balance sheets, operations, equity, and cash flows [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets were **$46.66 million** as of March 31, 2021, slightly down from **$46.73 million** in 2020, with most in the Trust Account Condensed Balance Sheet Summary | Account | March 31, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$46,659,696** | **$46,730,470** | | Marketable securities held in Trust Account | $46,004,188 | $46,003,053 | | Cash | $626,953 | $712,817 | | **Total Liabilities** | **$525,261** | **$575,662** | | Derivative warrant liabilities | $190,733 | $247,634 | | **Total Shareholders' Equity** | **$134,435** | **$154,808** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net loss for the three months ended March 31, 2021, was **$20,373**, an increase from **$124** in 2020, driven by operating costs offset by warrant fair value changes Three Months Ended March 31 | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Operating costs | $78,411 | $124 | | Changes in fair value of derivative warrant liabilities | $56,901 | - | | Interest income | $1,137 | - | | **Net loss** | **($20,373)** | **($124)** | | Basic and diluted net loss per share | ($0.00) | ($0.00) | [Condensed Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity decreased from **$154,808** to **$134,435** as of March 31, 2021, solely due to the **$20,373** net loss - Total Shareholders' Equity decreased by **$20,373** during the first quarter of 2021, reflecting the net loss for the period[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$85,864** for the three months ended March 31, 2021, decreasing cash from **$712,817** to **$626,953** Cash Flow Summary (Three Months Ended March 31, 2021) | Cash Flow Item | Amount | | :--- | :--- | | Net cash used in operating activities | ($85,864) | | Net cash used in investing activities | $0 | | Net cash used in financing activities | $0 | | **Net Change in Cash** | **($85,864)** | | Cash – Beginning | $712,817 | | **Cash – Ending** | **$626,953** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Details the company's blank check status, June 2020 IPO proceeds of **$46 million** in trust, related party transactions, and accounting for redeemable shares and warrants - The company is a blank check company formed to effect a business combination, intending to focus on businesses with primary operations in the Asia Pacific region[20](index=20&type=chunk) - The company consummated its Initial Public Offering in June 2020, ultimately placing **$46,000,000** of proceeds into a Trust Account[21](index=21&type=chunk)[24](index=24&type=chunk) - The period to consummate a Business Combination was extended to December 25, 2021, after the Sponsor made two deposits totaling **$920,000** into the Trust Account[36](index=36&type=chunk)[125](index=125&type=chunk) - As of March 31, 2021, the company had an outstanding promissory note of **$243,833** payable to its Sponsor[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's analysis of financial condition and operations, covering net loss, liquidity, capital resources, and critical accounting policies [Overview](index=25&type=section&id=Overview) A British Virgin Islands blank check company targeting an Asia-Pacific business combination, potentially using IPO cash, shares, or debt, with associated dilution and financial risks - The company is a blank check company seeking a business combination, with a focus on the Asia-Pacific region[129](index=129&type=chunk) - A future business combination may involve issuing additional shares, which could dilute existing investors, or taking on debt, which could introduce financial risks such as default or restrictive covenants[129](index=129&type=chunk)[131](index=131&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Since inception, the company has generated no revenue, with activities limited to organizational tasks and target search, resulting in a **$20,373** net loss for Q1 2021 Net Loss Comparison (Three Months Ended March 31) | Period | Net Loss | Key Components | | :--- | :--- | :--- | | **2021** | **$20,373** | Operating costs of $78,411, offset by a $56,901 gain on warrant liabilities and $1,137 interest income | | **2020** | **$124** | Consisted solely of operating costs | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity from IPO and private placement, with **$46 million** in Trust Account and **$626,953** cash for working capital, deemed sufficient until business combination - Following the IPO and over-allotment exercise, a total of **$46,000,000** was placed in the Trust Account[137](index=137&type=chunk) - As of March 31, 2021, the company had **$626,953** in cash held outside the Trust Account for operating purposes[139](index=139&type=chunk) - The Sponsor or affiliates may loan the company up to **$1,500,000** for working capital, which can be converted into Private Units at **$10.00** per unit[140](index=140&type=chunk) [Critical Accounting Policies](index=29&type=section&id=Critical%20Accounting%20Policies) Key accounting policies involve significant estimates, including classification of redeemable ordinary shares, net loss per share, and fair value measurement of derivative warrant liabilities - Ordinary shares subject to possible redemption are classified as temporary equity outside of the shareholders' equity section[147](index=147&type=chunk) - Derivative warrant liabilities are re-measured to fair value at each reporting period, with changes recognized in the statement of operations[149](index=149&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces no material market or interest rate risk, with Trust Account funds invested in short-term U.S. government securities - The company's funds, including those in the Trust Account, are invested in short-term U.S. government securities or money market funds, resulting in no material exposure to interest rate risk[152](index=152&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified a material weakness in internal control over financial reporting related to warrant and redeemable share accounting, with a remediation plan - Management identified a material weakness in internal control over financial reporting as of March 31, 2021, related to the accounting for warrants and redeemable shares[154](index=154&type=chunk) - Remediation plans include enhancing access to accounting literature and increasing communication with third-party professionals to better handle complex accounting applications[155](index=155&type=chunk)[156](index=156&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - The company has no legal proceedings to report[158](index=158&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its final prospectus and other SEC filings - There have been no material changes to the risk factors previously disclosed in the company's prospectus and other filings[158](index=158&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details proceeds from the IPO and simultaneous private placement to the Sponsor, with **$46 million** from IPO placed in the Trust Account - The IPO and full exercise of the over-allotment option resulted in the sale of **4,600,000** units, generating gross proceeds of **$46,000,000**, which were placed in the Trust Account[159](index=159&type=chunk)[160](index=160&type=chunk) - Simultaneously, the Sponsor purchased **261,000** Private Units at **$10.00** per unit in a private placement exempt from registration[159](index=159&type=chunk)[160](index=160&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) Lists exhibits filed as part of the quarterly report, including underwriting and warrant agreements, and other related documents

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[28]. - An additional 600,000 units were sold on June 30, 2020, generating total gross proceeds of $6.21 million, bringing the total proceeds in the trust account to $46 million[29]. - The company intends to utilize cash from the IPO and private placement, along with potential new debt, for its initial business combination[32]. Business Combination Strategy - The company has a target to complete its initial business combination within 12 months from the IPO closing, extendable to 21 months[30]. - The company seeks to acquire growth businesses with a total enterprise value between $200 million and $300 million, focusing on scalable operations[20]. - The acquisition strategy includes targeting companies with significant revenue and earnings growth potential through new product development and operational efficiencies[22]. - The company emphasizes acquiring businesses that can benefit from being publicly traded, enhancing access to capital markets[25]. - The management team aims to leverage its operational experience across various sectors, including healthcare, energy, and technology, to identify potential acquisition targets[17]. Target Business Evaluation - The management team has identified criteria for evaluating target businesses, including long-term revenue visibility and strong free cash flow generation potential[24]. - The company is open to sourcing target businesses from various financial community members, including investment bankers and private equity funds[37]. - The fair market value of the target business must equal at least 80% of the value of the trust account at the time of the agreement[43]. - The company will conduct an extensive due diligence review of prospective target businesses, which includes meetings with management and financial information review[42]. Shareholder and Approval Processes - A majority of the outstanding ordinary shares must vote in favor of the business combination for it to be approved, requiring only 789,001 of the 4,600,000 public shares to be voted in favor[62]. - Shareholder approval may not be required for certain types of transactions, such as asset purchases or stock purchases not involving a merger[51]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 immediately prior to or upon the consummation of the initial business combination[63]. Deadlines and Extensions - The company has until June 25, 2021, to consummate its initial business combination, with the possibility of extending this deadline up to three times, each by an additional three months[55]. - The company has extended the deadline to complete its initial business combination to December 25, 2021, with a total of $920,000 deposited into the trust account for this purpose[76]. - A total of $460,000 was deposited on June 22, 2021, to extend the business combination period by three months from June 25, 2021, to September 25, 2021[77]. - Another $460,000 was deposited on September 20, 2021, to further extend the period by three months from September 25, 2021, to December 25, 2021[77]. - If the initial business combination is not completed by December 25, 2021, the company will distribute the funds in the trust account to public shareholders, estimated at approximately $10.20 per share[87]. Liquidation and Redemption - The company will enter voluntary liquidation if the initial business combination is not completed, with the liquidator responsible for notifying creditors and distributing remaining assets[81]. - The company’s insiders have agreed to waive their redemption rights for founder shares if the business combination is not consummated within the specified period[82]. - The funds in the trust account may be subject to claims from creditors, which could affect the amount returned to public shareholders upon liquidation[86]. - The trust account holds approximately $504,000 as of September 30, 2021, to cover potential claims[93]. - The company aims to maintain a per-share value of at least $10.20 in the trust account, with liabilities potentially impacting this value[90]. - Shareholders can only access funds from the trust account under specific conditions, including redemption prior to a business combination by December 25, 2021[97]. Competition and Compliance - The company faces intense competition from established entities with greater resources in identifying target businesses for acquisition[98]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[104]. - The company intends to comply with the Sarbanes-Oxley Act for internal control evaluations for the fiscal year ending December 31, 2021[103]. - The company may engage third parties that do not execute waivers if their expertise is deemed significantly beneficial[89]. - There is no guarantee that all vendors will execute agreements waiving claims against the trust account[91]. - The company may face legal action against its sponsor if the trust account value falls below $10.20 per share and obligations are not met[92]. Financial Reporting - The company will provide audited financial statements of prospective target businesses to shareholders as part of the acquisition process[102].

Financial Performance - The company reported a net loss of $45,475 for the three months ended September 30, 2020, with operating costs of $47,262 and interest income of $1,787 from marketable securities[98]. - For the nine months ended September 30, 2020, the net loss was $45,532, consisting of operating costs of $47,426 and interest income of $1,894[98]. - Cash provided by operating activities for the nine months ended September 30, 2020, was $10,693, influenced by interest earned on marketable securities and changes in operating assets and liabilities[104]. Initial Public Offering - The company completed its Initial Public Offering on June 26, 2020, raising gross proceeds of $40,000,000 from the sale of 4,000,000 Units at $10.00 per Unit[101]. - An additional 600,000 Units were sold due to the underwriters' over-allotment option, generating total gross proceeds of $6,210,000[102]. - The company incurred transaction costs of $2,069,154 related to the Initial Public Offering, including $1,610,000 in underwriting fees[103]. Financial Position - As of September 30, 2020, the company had cash and marketable securities in the Trust Account amounting to $46,001,894[107]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2020[111]. Future Financing Needs - 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[107]. - The company may need additional financing to complete its Business Combination or if a significant number of public shares are redeemed[110].