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]. - Basic net income per common share for continuing operations was $20.80 for Q1 2025, compared to a loss of $(1.19) for Q1 2024[22]. - For the three months ended March 31, 2025, the net income from continuing operations was approximately $103.14 million, compared to a net loss of approximately $2.10 million for the same period in 2024[28]. - 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]. - Pre-tax net income from continuing operations was $103,140,894 for the three months ended March 31, 2025, compared to a pre-tax net loss of $2,095,201 for the same period in 2024[179]. Assets and Liabilities - Total assets decreased from $9,109,284 on December 31, 2024, to $8,601,827 on March 31, 2025, a decline of approximately 5.6%[19]. - Current liabilities significantly decreased from $171,450,366 to $64,709,245, representing a reduction of about 62.2%[19]. - 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]. - The total stockholders' deficit decreased from $(163,350,109) on December 31, 2024, to $(57,217,016) on March 31, 2025, a reduction of approximately 65%[21]. - 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, representing a rise of 40.0%[100]. Cash Flow and Operating Activities - The company incurred a cash flow used in operating activities from continuing operations of approximately $1.62 million for the three months ended March 31, 2025, compared to $174,899 for the same period in 2024[43]. - The company experienced a net cash used in operating activities of approximately $1.34 million for the three months ended March 31, 2025, compared to $1.12 million for the same period in 2024[28]. - Net cash used in operating activities was approximately $1,341,514 for the three months ended March 31, 2025, compared to $1,122,709 for the same period in 2024[183]. - 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]. 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 plans to cease operations of its General Support Services operating segment, which meets the discontinued operations criteria[98]. - 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 cash advances to be made by the Company to Star were increased from $1,800,000 to $3,000,000 as per Amendment No. 2 to the Star Agreement[160]. Stock and Equity - The company issued 83,332 shares of common stock from the exercise of pre-funded warrants, contributing $3,055,814 to additional paid-in capital[24]. - The weighted average common shares outstanding increased from 1,754,449 in Q1 2024 to 4,959,516 in Q1 2025[23]. - The Company established the 2025 Equity Incentive Plan with 1,950,000 shares of common stock reserved for issuance, subject to shareholder approval[159]. - The company issued 100,000 stock options to a consultant on November 13, 2024, with a total stock options activity resulting in 104,823 options outstanding as of March 31, 2025[140]. Expenses and Cost Management - Operating expenses decreased from $2,085,176 in Q1 2024 to $1,507,107 in Q1 2025, a reduction of approximately 27.7%[22]. - Total operating expenses for the three months ended March 31, 2025, were $1,507,107, a decrease of 27.7% from $2,085,176 in the same period of 2024[173]. - Professional fees decreased by approximately $878,000, or 47.9%, for the three months ended March 31, 2025, primarily due to a reduction in advisory and legal fees[174]. - 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]. Internal Controls and Compliance - The company has substantial doubt about its ability to continue as a going concern for at least one year from the issuance of the financial statements due to its liquidity condition[45]. - 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]. - As of March 31, 2025, the company has not remediated the material weakness related to resources for evaluating intangible assets[215]. - Management acknowledges that no controls can provide absolute assurance that all control issues and instances of fraud have been detected[217].

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, on December 15, 2024 [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]. - The Company has an option to purchase the remaining 49% of Star for $16,084,250, which includes $3,000,000 in cash and a promissory note [38]. - Star's acquisition strategy focuses on small and medium businesses with an enterprise value of less than $200 million, primarily in the defense sector [46]. - Star intends to finance acquisitions primarily through public or private sales of equity and debt securities, minimizing delays and enhancing acquisition capabilities [60]. - The Company believes the acquisition will lead to growth and transformation in the global defense sector [41]. Financial Performance and Revenue Generation - The Company historically generated revenue primarily through a General Services Agreement with Triton Capital Markets Ltd., which was terminated effective January 1, 2024, due to non-payment, resulting in a minimum monthly revenue loss of $1,600,000 [23]. - The largest customer, TCM, represented 81.1% of revenue for the year ended September 30, 2024, and the termination of the agreement with TCM could adversely affect operations [130]. - Nukkleus Limited has a General Service Agreement with TCM, which stipulates a minimum payment of $1,600,000 per month, reduced from $2,000,000 [81]. - The company has also entered into a General Service Agreement with FXDIRECT, with a minimum payment of $1,575,000 per month, down from $1,975,000 [82]. - The Company plans to sell its subsidiary Digital RFQ Limited for £1,000 due to ongoing net losses generated by DRFQ [34]. Financing and Capital Structure - The Company issued a Senior Unsecured Promissory Note to X Group in the principal amount of $312,500, with a 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 for $515,000, with a stock purchase warrant for 175,000 shares at $2.00 per share [30]. - A private placement was completed on December 20, 2024, raising $10,000,000 through the sale of 1,666,666 units at $6.00 per unit [42]. - The Company entered into a Standby Equity Purchase Agreement allowing it to sell up to $10 million of common stock to YA II PN, LTD, subject to certain conditions [36]. - The Company converted outstanding debt of $771,085 into 319,952 shares of common stock and an additional warrant to purchase 351,424 shares at an amended exercise price of $2.41 [29]. - The company has primarily funded operations through equity financings, convertible notes, and revenue, and may require additional capital for business growth [184]. Digital RFQ and Blockchain Technology - Digital RFQ aims to provide cross-border payment solutions and blockchain-enabled financial services to institutional investors, with a focus on secure and compliant transactions [77]. - Digital RFQ utilizes stablecoins on Bitcoin, Ethereum, and Tron networks for payment processing, ensuring they are fully collateralized and well-established [79]. - Digital RFQ emphasizes the importance of full collateralization for stablecoins, contrasting it with the vulnerabilities seen in algorithmically-backed models like UST Terra Luna [99]. - Digital RFQ conducts ongoing monitoring of customer data and transactions using a risk-based approach, with enhanced due diligence for high-risk factors [143]. - The company introduced fund transfer and payment processing using blockchain technologies in 2019, which remains in early development stages and is subject to various unpredictable factors [159]. Regulatory and Compliance Challenges - The company is subject to systemic risk due to interdependence on financial institutions, which could materially affect its ability to raise new funding and overall financial condition [128]. - The risk management and compliance framework is designed to address Anti Money Laundering (AML) and Counter Terrorist Financing (CTF) considerations, consistent with regulatory requirements [138]. - The company faces significant uncertainty and costs associated with detecting and monitoring transactions for compliance with local laws [134]. - The company is subject to various anti-money laundering and counter-terrorist financing laws globally, which may increase compliance costs and operational challenges [210]. - The evolving regulatory landscape may impose conflicting obligations on the company as it expands its international activities, complicating compliance efforts [209]. Operational Risks and Challenges - The company acknowledges the risks associated with its limited operating history and the evolving nature of the financial services industry [91]. - Cybersecurity threats pose significant risks to Digital RFQ's reputation and operational stability, with potential impacts from breaches affecting customer confidence [109]. - The company operates as a remote-first organization, facing heightened operational and cybersecurity risks due to employees working from home, which may lead to data or financial loss [157]. - The company faces intense competition for qualified personnel, particularly in executive talent and financial regulatory expertise, which could affect its ability to grow [191]. - The company is dependent on third-party partners for liquidity and regulatory compliance, which raises risks if those partners fail to perform [164]. Market and Competitive Landscape - The Company anticipates significant growth in the defense sector due to increasing global conflicts and rising defense budgets [57]. - Star expects to identify attractive acquisition opportunities in niche geographical markets, particularly in the defense, government, and military sectors, with a focus on the U.S. and Israel [58]. - The defense industry market size in the U.S. was approximately $76.1 billion in 2022 and is projected to grow to $184.7 billion by 2027, with a compound annual growth rate of approximately 15.9% from 2022 to 2027 [76]. - The company faces intense competition from both established enterprises and early-stage companies, which may have greater resources and customer bases [103]. - The company recognizes intense competition from well-established entities in the acquisition space, which may limit its ability to acquire larger target businesses [65].

Financial Performance - Total revenues for Q3 2024 were $175,214, a decrease of 96.6% compared to $5,212,056 in Q3 2023[22] - Net loss for Q3 2024 was $1,616,241, compared to a net loss of $1,209,744 in Q3 2023, representing a 33.5% increase in losses[22] - The company reported a gross profit of $125,476 for Q3 2024, compared to a gross loss of $(158,018) in Q3 2023[22] - For the nine months ended June 30, 2023, Nukkleus reported a net loss of $3,149,315, compared to a net loss of $12,973,753 for the same period in 2024, indicating a significant increase in losses year-over-year[28] - The Company had a working capital deficit of approximately $11,421,000 as of June 30, 2024, and incurred a net loss of approximately $12,974,000 for the nine months ended June 30, 2024[45] - The company reported a net cash used in operating activities of $626,716 for the nine months ended June 30, 2023, compared to $2,619,117 for the same period in 2024, reflecting improved cash flow management[28] Assets and Liabilities - Total current assets decreased to $706,447 as of June 30, 2024, down 76.0% from $2,928,408 as of September 30, 2023[20] - Total liabilities increased to $13,350,255 as of June 30, 2024, up 39.0% from $9,545,855 as of September 30, 2023[21] - Total stockholders' deficit increased to $(12,230,130) as of June 30, 2024, compared to $(6,193,230) as of September 30, 2023[21] - The company had total assets of $1,120,125 as of June 30, 2024, down from $3,352,625 as of September 30, 2023[207] Cash Management - The Company’s cash balance cannot cover operating expenses for the next twelve months, raising substantial doubt about its ability to continue as a going concern[45] - The Company had cash balances of approximately $6,138 as of June 30, 2024, down from $19,318 as of September 30, 2023[58] - The company had cash and cash equivalents of $538,772 as of June 30, 2023, down from $1,854,436 at the beginning of the period[29] - The Company’s cash in the United Kingdom accounted for 66.6% of total cash as of June 30, 2024[58] Customer Assets and Liabilities - Customer custodial cash liabilities decreased to $882,578, down 38.9% from $1,443,011 in the previous period[21] - Customer digital currency assets and liabilities were valued at $7,635 as of June 30, 2024, with no such assets or liabilities reported as of September 30, 2023[66] - Total customer liabilities decreased from $1,443,011 as of September 30, 2023, to $890,213 as of June 30, 2024, a reduction of 38.3%[120] - Customer custodial cash as of June 30, 2024, was $532,634, a decrease from $672,501 as of September 30, 2023, reflecting a decline of 20.8%[120] Agreements and Contracts - Nukkleus has terminated its General Services Agreement with Triton Capital Markets Ltd. effective January 1, 2024, due to non-payment, which previously guaranteed a minimum payment of $1,600,000 per month[35] - Nukkleus has entered into a new General Services Agreement with FXDirectDealer LLC, with a reduced minimum payment of $1,550,000 per month effective May 1, 2023[36] - The Company entered into a $1 million line of credit with a related party on July 31, 2023, with an annual interest rate of 8%[184] Stock and Equity - The weighted average common shares outstanding increased to 14,802,414 as of June 30, 2024, from 10,074,657 as of September 30, 2023[21] - The company issued a total of 1,189,550 common shares as part of a Settlement Agreement with Silverback Capital Corporation from July 1, 2024, to August 27, 2024[211] - During the nine months ended June 30, 2024, the company issued 627,997 shares of common stock for services valued at $2,765,601, recorded as stock-based compensation expense[148] Management and Governance - Emil Assentato resigned as Chief Executive Officer on July 24, 2024, and Jamal Khurshid was appointed as the new Chief Executive Officer[216] - Jamal Khurshid announced his resignation as Chief Executive Officer effective September 4, 2024, following a Settlement Agreement with X Group[217] - The Board increased its size from six to seven members and appointed David Rokach and Menachem Shalom as new directors, with Mr. Shalom also becoming the Chief Executive Officer[218] Expenses - Operating expenses for Q3 2024 were $1,517,123, an increase of 43.8% from $1,054,783 in Q3 2023[22] - The company incurred a bad debt expense of $6,145,942 for the nine months ended June 30, 2024, which was not present in the previous year[22] - Advertising and marketing costs for the three months ended June 30, 2024, were $2,355, compared to $1,670 for the same period in 2023, representing an increase of 40.9%[95] - For the nine months ended June 30, 2024, advertising and marketing costs totaled $43,941, down from $51,087 in 2023, indicating a decrease of 14.0%[95] Digital Assets - The Company’s digital assets are accounted for as intangible assets with indefinite useful lives and are subject to impairment losses[69] - As of June 30, 2024, the company's total digital asset holdings amounted to $5,906 million, a significant increase from $1,973 million as of September 30, 2023, representing a growth of approximately 198%[124][125] - The company recorded an impairment expense of $0 for the three months ended June 30, 2024, compared to $122 million for the same period in 2023, indicating improved asset performance[124] Related Party Transactions - Revenue from related party TCM was $4,800,000 for the nine months ended June 30, 2024, consistent with the same period in 2023[169] - Digital RFQ earned $7,722 in revenue from related parties in Q3 2024, down from $29,343 in Q3 2023[171] - The Company had total due from affiliates of $18,503 as of June 30, 2024, a significant decrease from $2,039,274 as of September 30, 2023[173] - Total due to affiliates increased to $7,944,189 as of June 30, 2024, compared to $6,808,749 as of September 30, 2023[176]

Business Combination and Ownership Structure - The Business Combination was completed on December 22, 2023, resulting in Nukkleus Inc. as a financial technology company focused on blockchain-enabled technology solutions [18][31]. - Following the Business Combination, Old Nukk stockholders own approximately 78.3% of the Combined Company, while Brilliant's public stockholders own about 0.5% [37]. - Upon consummation of the Business Combination, there are 13,899,712 shares of Nukkleus Common Stock and 6,701,000 Nukkleus Warrants outstanding, trading on NASDAQ under symbols "NUKK" and "NUKKW" respectively [36]. - 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 [32]. - Holders of 330,345 shares of Brilliant Ordinary Shares redeemed their shares for cash at a redemption price of approximately $11.57 per share, totaling an aggregate redemption amount of $3,822,431.16 [34]. - The Backstop Pool in the Business Combination was equal to 40% of the aggregate number of Brilliant Ordinary Shares and Brilliant Rights, amounting to a maximum of 1,012,000 shares [33]. - A Lock-Up Agreement was established, preventing certain stockholders from selling or disposing of their shares for a period of two years following the Business Combination [38]. Financial Agreements and Revenue Focus - The Company entered into a Stock Purchase Agreement with White Lion Capital Partners for a maximum amount of $75,000,000, which was terminated on February 21, 2024 [40]. - Nukkleus Limited has a General Service Agreement with TCM, which stipulates a minimum payment of $1,600,000 per month, reduced from $2,000,000 per month [41]. - Nukkleus Limited also has a General Service Agreement with FXDIRECT, with a minimum payment of $1,575,000 per month, reduced from $1,975,000 per month [42]. - The Company is repositioning its focus on digital assets due to limited net income generated from services under the GSA with TCM [42]. - The largest customer, TCM, represented 90.2% of the company's revenue for the year ended September 30, 2023, and the agreement with TCM is currently in the process of being cancelled [107]. Technology and Product Development - Nukkleus Technology offers a full-service transactions technology and advisory business, providing end-to-end solutions with customizable leverage and global liquidity [19]. - Digital RFQ aims to provide cross-border payment solutions to institutional investors, utilizing a blockchain-enabled payment gateway for global fiat currency transfers [20]. - DigiClear is being developed to offer a custody and settlement utility operating system, aiming for fully automated asset transfers within milliseconds [24]. - The company plans to continue developing its blockchain-enabled payment processing technology, although significant expenditures may be required before generating substantial revenue [75]. - The company introduced fund transfer and payment processing using blockchain technologies in 2019, which remains in the early stages of development [147]. Market and Competitive Landscape - Nukkleus's management believes the FX market has expanded significantly, capturing a wide range of participants and leading to increased trading activity [44]. - Future growth depends on retaining existing customers and attracting new ones, with no minimum volume commitments from customers [77]. - Digital RFQ faces intense competition from established enterprises and early-stage companies, which may have greater resources and customer bases [80]. - The company has experienced significant growth through the acquisition of Match, which has increased operational complexity and demands on resources [74]. Risk Management and Compliance - The company has established a risk management and compliance framework to address Anti Money Laundering (AML) and Counter Terrorist Financing (CTF) considerations, in line with U.K. legislation [115]. - The company employs a three-tiered classification for customer relationships based on risk, with enhanced due diligence for high-risk clients [116]. - Digital RFQ conducts ongoing monitoring regardless of customer risk level, utilizing a risk-based approach for transaction reviews [121]. - The company faces potential liability for illegal activities conducted by customers using its products and services, which could adversely affect its business [109]. - The company is continually improving its information systems and technologies, but failures in implementation could negatively impact its operations and financial condition [98]. Regulatory Environment and Compliance Challenges - The company is subject to regulatory scrutiny, which could result in significant fines and penalties if service interruptions occur [99]. - The company must comply with evolving laws and regulations, with potential penalties for non-compliance impacting its operations [128]. - The financial services industry is facing significant regulatory changes that could adversely affect the company's business model and profitability [196]. - Increased scrutiny from regulators regarding compliance with anti-money laundering laws could result in higher operational costs and potential fines [201]. - The company is subject to various laws and regulations, including anti-money laundering and data protection, which could impact its operations [184]. Operational Risks and Challenges - The company has a limited operating history in a volatile industry, which may increase the risk of not achieving future success [69]. - Cybersecurity threats are a concern, with potential impacts on brand reputation and operational integrity [87]. - The company must manage operational demands effectively to avoid adverse impacts on business and financial condition [74]. - The company is at risk of service interruptions due to various factors, which could harm its reputation and lead to customer loss [96]. - The company depends on third-party partners for critical services, and disruptions in these relationships could materially affect its operations [103]. Financial Performance and Reporting - The company may experience significant fluctuations in quarterly operating results due to various factors, including changes in transaction volume and marketing expenses [156]. - There is uncertainty regarding the company's ability to maintain profitability, with potential revenue decline due to reduced demand or increased competition [154]. - The company is required to maintain effective internal controls over financial reporting, and any failure could adversely affect investor confidence and stock value [172]. - The company is exposed to fluctuations in currency exchange rates, which could impact the cost of products and local operating expenses [175]. - Business metrics and estimates used for performance evaluation may be inaccurate, affecting strategic decisions and perceived growth trends [169].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $126,062, a decrease from a net loss of $578,753 for the same period in 2022, representing a reduction of approximately 78%[161] - For the nine months ended September 30, 2023, the company had a net loss of $468,928, compared to a net loss of $1,074,579 for the same period in 2022, indicating a decrease of about 56%[162] - The company has not generated any operating revenues to date and relies on non-operating income from interest on marketable securities[160] Cash and Capital Structure - As of September 30, 2023, the company had cash held in the Trust Account amounting to $4,606,578, with an additional $1,520 in its operating bank account[170][171] - The company has a working capital deficit of $1,689,087 as of September 30, 2023, raising concerns about its ability to continue as a going concern[174] - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies[170] - The company plans to repay any loans from its Sponsor or affiliates upon completion of a Business Combination, with up to $1,500,000 of such loans convertible into additional Private Units[172] - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[176] Business Strategy - The company is actively seeking a target business for its Business Combination and has engaged EarlyBirdCapital for advisory services related to this process[178] Accounting and Reporting - The Company accounts for ordinary shares subject to possible redemption as temporary equity, classified outside of shareholders' equity on the balance sheet[182] - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[183] - Redeemable ordinary shares are included in the EPS calculation as a single class of common shares, with no adjustment to the numerator[184] - Private Placement Warrants are recognized as derivative warrant liabilities at fair value, subject to re-measurement at each reporting period[186] - The fair value of the Private Placement Warrants is estimated using a Binomial simulation model at each measurement date[186] - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[187] - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[188] Transaction Costs - The company incurred $2,069,154 in transaction costs related to its Initial Public Offering, including $1,610,000 in underwriting fees[167]

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, reflecting an increase in operating costs [162]. - For the six months ended June 30, 2023, the company had a net loss of $342,866, down from a net loss of $495,826 for the same period in 2022, indicating a reduction in operating costs [163]. - Cash used in operating activities for the six months ended June 30, 2023, was $183,291, with a net loss impacted by changes in fair value of derivative warrant liabilities [169]. - Net loss per share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture [184]. Cash and Capital Structure - 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 [171]. - The company has a working capital deficit of $1,572,423 as of June 30, 2023, raising concerns about its ability to continue as a going concern [175]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial Business Combination [174]. - The company generated gross proceeds of $40,000,000 from the Initial Public Offering of 4,000,000 Units at $10.00 per Unit [166]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [177]. Business Combination Plans - The company intends to complete a Business Combination before the mandatory liquidation date of August 23, 2023, or obtain an extension [176]. Accounting and Financial Instruments - The Company accounts for ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of shareholders' equity [183]. - Redeemable ordinary shares are included in the EPS calculation without creating a different class of shares, as the redemption feature is at fair value [185]. - Management evaluates financial instruments, including stock purchase warrants, to determine if they are derivatives, reassessing classification at each reporting period [186]. - Private Placement Warrants are recognized as derivative warrant liabilities at fair value, subject to re-measurement until exercised [187]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date [187]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements if adopted [188]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [189]. Transaction Costs - The company incurred $2,069,154 in transaction costs during the Initial Public Offering, including $1,610,000 in underwriting fees [168].

Financial Performance - For the period ended March 31, 2023, the company reported a net loss of $79,306, compared to a net loss of $460,282 for the same period in 2022, indicating a decrease in losses of approximately 82.8% year-over-year[153]. - 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[159]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination[152]. Cash and Funding - As of March 31, 2023, the company had cash held in the Trust Account amounting to $4,435,021, which is intended to be used for completing a 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]. - The company incurred $2,069,154 in transaction costs related to the Initial Public Offering, including $1,610,000 in underwriting fees[158]. - As of March 31, 2023, the company had a working capital deficit balance (excluding cash held in Trust Account) of $1,307,476, raising concerns about its ability to continue as a going concern[166]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence[163]. - The company may need to raise additional funds to complete a Business Combination or to cover redemptions of public shares, which could involve issuing additional securities or incurring debt[165]. Equity and Shares - 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 ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[175]. - Redeemable ordinary shares are included in the EPS calculation as a single class of common shares, with no adjustment to the numerator[176]. Financial Instruments - Management evaluates financial instruments, including stock purchase warrants, to determine if they are derivatives or contain embedded derivatives[177]. - Private Placement Warrants are recognized as derivative warrant liabilities at fair value, subject to re-measurement at each reporting period[178]. - The fair value of Private Placement Warrants is estimated using a Binomial simulation model at each measurement date[178]. Regulatory and Reporting - Management does not anticipate that recently issued accounting standards will materially affect financial statements[179]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[180].

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[30]. - A total of $46 million is currently held in the trust account for the benefit of public stockholders, following additional sales and private placements[33]. - The company plans to raise additional funds through a private offering of debt or equity securities in connection with its initial business combination[45]. - The company raised gross proceeds of $40,000,000 from its Initial Public Offering on June 26, 2020, which was placed in a trust account[216]. - The net proceeds of $6,000,000 were deposited into the Trust Account, increasing the total in the Trust Account to $46,000,000[218]. Business Strategy and Target Acquisition - The company primarily targets middle-market growth businesses with an enterprise value between $200 million and $300 million, aiming for significant revenue and earnings growth[28]. - The company seeks to acquire businesses with strong technological capabilities and significant growth potential in sectors such as software, clean energy, and healthcare[31]. - The management team emphasizes the importance of long-term revenue visibility and strong free cash flow generation in target companies[31]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interest or assets of the target business[55]. - The Business Combination must involve target businesses with a fair market value of at least 80% of the Trust Account balance at the time of signing[222]. Financial Performance - For the year ended December 31, 2022, the company reported a net loss of $967,614, with operating costs amounting to $1,202,399[135]. - The company reported a net loss of $967,614 for the year ended December 31, 2022, compared to a net loss of $599,127 for the year ended December 31, 2021, representing an increase in loss of approximately 61.5%[204]. - Operating costs for the year ended December 31, 2022, were $1,202,399, which is an increase of 79.1% from $670,916 in 2021[204]. - The company had current liabilities of $3,965,850 as of December 31, 2022, compared to $1,934,930 as of December 31, 2021, indicating a 105.5% increase in liabilities[201]. - Cash and cash equivalents at the end of 2022 were $6,110,807, up from $283,403 at the end of 2021, reflecting a significant increase in liquidity[209]. Trust Account and Redemption Rights - The company may redeem public shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[65]. - The target business or businesses must have a collective fair market value equal to at least 80% of the value of the trust account at the time of the agreement[54]. - Following shareholder redemptions, the trust account had approximately $4.4 million remaining, with a pro rata portion of about $10.77 per public share[90]. - If the initial business combination is not completed by the deadline, the company will distribute the remaining funds in the trust account to public shareholders[91]. - The estimated per-share redemption amount upon dissolution, excluding interest, would be approximately $10.46, but this may be reduced due to creditor claims[98]. Management and Internal Controls - The management team has extensive operational experience across various sectors, including corporate financing, biopharmaceuticals, and information technology, which aids in identifying acquisition opportunities[26]. - Management assessed the effectiveness of internal control over financial reporting and identified a material weakness related to complex financial instruments accounting as of December 31, 2022[167]. - The company plans to enhance internal controls and processes to better evaluate complex accounting standards, although no assurance can be provided regarding the effectiveness of these initiatives[168]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[170]. - The company maintains disclosure controls to ensure timely and accurate reporting of required information to the SEC[165]. Risks and Competition - The company may face risks associated with a lack of business diversification after the initial business combination[57]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[108]. - The company is subject to substantial doubt about its ability to continue as a going concern if it cannot raise additional funds by March 23, 2023[195]. Shareholder Matters - Shareholders have approved multiple extensions for the business combination period, with the latest extension allowing until April 23, 2023[41]. - The company has agreed to waive redemption rights for initial shareholders regarding founder shares and private units if the initial business combination is not completed by April 23, 2023[93]. - Shareholders who elect to redeem their shares must tender their certificates or deliver their shares electronically prior to the expiration date set forth in the tender offer documents[81]. - If the business combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[85]. - The company has conducted multiple shareholder votes to approve extensions, with the latest extension involving a deposit of $21,350, representing $0.0525 per public ordinary share[90].