As filed with the Securities and Exchange Commission on April 26, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Num ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on April 10, 2024 Registration No. 333- CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code ...

As filed with the Securities and Exchange Commission on April 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40877 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 81-4182129 | | --- | --- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of inc ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpor ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited Q1 2023 financial statements detail a pre-business combination SPAC's $14.4 million assets, $481,712 net loss, and going concern issues [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) Total assets decreased to $14.4 million by March 31, 2023, from $42.4 million due to redemptions, with liabilities at $12.4 million and an $11.6 million stockholders' deficit Condensed Balance Sheet Data (Unaudited) | | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$14,430,169** | **$42,367,032** | | Marketable securities and cash held in Trust Account | $14,031,783 | $41,665,974 (Restricted Cash) | | Cash | $178,093 | $475,870 | | **Total Liabilities** | **$12,443,189** | **$39,898,341** | | Deferred underwriting fee payable | $9,150,000 | $9,150,000 | | Shareholder redemption liability | — | $27,842,747 | | **Total stockholders' deficit** | **($11,578,660)** | **($11,000,154)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net loss for Q1 2023 increased to $481,712 from $377,997 in Q1 2022, primarily due to higher general and administrative expenses Condensed Statements of Operations (Unaudited) | | For the Three Months Ended March 31, | | :--- | :--- | :--- | | | **2023** | **2022** | | Total operating expenses | $590,268 | $404,777 | | Total other income | $108,556 | $26,780 | | **Net Loss** | **($481,712)** | **($377,997)** | | Basic and diluted net loss per share, Class A | ($0.07) | ($0.02) | [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) The accumulated deficit increased from $11.0 million at year-end 2022 to $11.6 million by March 31, 2023, due to the quarterly net loss and Class A stock accretion - The total stockholders' deficit grew to **$11,578,660** as of March 31, 2023, from **$11,000,154** at December 31, 2022, primarily due to the net loss incurred during the quarter[16](index=16&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $197,777 for Q1 2023, with $100,000 used in investing, reducing cash from $475,870 to $178,093 Condensed Statements of Cash Flows (Unaudited) | | For the Three Months Ended March 31, | | :--- | :--- | :--- | | | **2023** | **2022** | | Net cash used in operating activities | ($197,777) | ($308,091) | | Net cash used in for investing activities | ($100,000) | — | | **Net change in cash** | **($297,777)** | **($308,091)** | | Cash, end of period | $178,093 | $790,482 | [Notes to (Unaudited) Condensed Financial Statements](index=8&type=section&id=Notes%20to%20%28Unaudited%29%20Condensed%20Financial%20Statements) Notes detail the SPAC's nature, business combination deadline extension, significant redemptions, substantial going concern doubt, and subsequent NASDAQ delisting notice - The company is a blank check company formed to effect a Business Combination and has not commenced any operations as of March 31, 2023[22](index=22&type=chunk)[24](index=24&type=chunk) - The deadline to consummate a business combination was extended to June 8, 2023. In connection with the extension, holders of **16,211,702 shares** of Class A common stock exercised their redemption rights[36](index=36&type=chunk)[38](index=38&type=chunk) - Management has concluded there is substantial doubt about the Company's ability to continue as a going concern for one year from the issuance date of the financial statements due to insufficient funds to cover projected expenses[46](index=46&type=chunk)[128](index=128&type=chunk) - Subsequent to the quarter end, on April 3, 2023, the company received a notice from Nasdaq for non-compliance with the minimum **$50 million** Market Value of Listed Securities requirement[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the SPAC's Q1 2023 net loss of $481,712, extended business combination deadline, redemptions, and substantial going concern doubt due to liquidity issues - The company is a blank check company with no operations, formed for the purpose of effecting a business combination[113](index=113&type=chunk) Results of Operations Comparison | | For the Three Months Ended March 31, | | :--- | :--- | :--- | | | **2023** | **2022** | | **Net Loss** | **$481,712** | **$377,997** | | *Reason for Change* | *Increase primarily due to higher general and administrative expenses.* | | - The company extended its business combination deadline to June 8, 2023. The Sponsor has deposited funds into the Trust Account to facilitate this extension[115](index=115&type=chunk)[117](index=117&type=chunk) - The company projects it will not have sufficient funds to cover expenses over the next year, raising substantial doubt about its ability to continue as a going concern[128](index=128&type=chunk)[46](index=46&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the registrant is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[139](index=139&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting - Based on an evaluation as of March 31, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[141](index=141&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[142](index=142&type=chunk) [PART II – OTHER INFORMATION](index=23&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no involvement in any legal proceedings - The company is not involved in any legal proceedings[143](index=143&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K filed on March 24, 2023[144](index=144&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the use of IPO and private placement proceeds, with $178.5 million funding the Trust Account and $12.7 million in offering costs, including deferred underwriting fees - The company consummated its IPO of **15,500,000 units** at **$10.00 per unit** on October 8, 2021, generating gross proceeds of **$155,000,000**[145](index=145&type=chunk) - Simultaneously with the IPO and over-allotment exercise, the company sold **885,000 Private Placement Units** at **$10.00 per unit**, generating gross proceeds of **$8,850,000**[147](index=147&type=chunk)[148](index=148&type=chunk) - A total of **$178,500,000** from the net proceeds was placed in a trust account to be used for a future Business Combination[150](index=150&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There were no defaults upon senior securities[152](index=152&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[153](index=153&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) No other information was reported for this item - No other information was reported[154](index=154&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications by the Principal Executive and Financial Officers - A list of exhibits filed with or incorporated by reference into the Form 10-Q is provided[155](index=155&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) For the transition period from to Commission File Number 001-40877 PHOENIX BIOTECH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-1088814 (State or Other Jurisdiction of Incorporation or Organization) 2201 Broadway, Suite 705, Oakland, CA 94612 (I.R.S. Employer Identification Number) (215) 731-9450 (Registrant's Telephone Number, Including Area Code) Securities ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Phoenix Biotech Acquisition Corp.'s unaudited condensed financial statements as of September 30, 2022, detailing its pre-business combination SPAC status, assets primarily in a Trust Account, minimal operations, and the subsequent business combination agreement with Intrinsic Medicine, Inc [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) As of September 30, 2022, the balance sheet shows total assets of **$180.5 million**, primarily **$179.6 million** in the Trust Account, with **$10.0 million** in liabilities and a **$9.1 million** stockholders' deficit due to redeemable Class A common stock Balance Sheet Highlights | Balance Sheet Highlights | September 30, 2022 (Unaudited) ($) | December 31, 2021 (Audited) ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $507,915 | $1,098,573 | | Cash and marketable securities held in Trust Account | $179,644,568 | $178,499,615 | | **Total Assets** | **$180,451,041** | **$180,078,207** | | **Liabilities & Equity** | | | | Total Liabilities | $10,025,967 | $9,248,072 | | Class A Common stock subject to possible redemption | $179,482,271 | $178,500,000 | | Total stockholders' deficit | ($9,057,197) | ($7,669,865) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the three months ended September 30, 2022, the company reported **$84,505** net income, driven by Trust Account gains offsetting expenses, while the nine-month period resulted in a **$405,061** net loss Operating Results (Unaudited) | Operating Results (Unaudited) | Three Months Ended Sep 30, 2022 ($) | Nine Months Ended Sep 30, 2022 ($) | | :--- | :--- | :--- | | Total operating expenses | $836,685 | $1,618,042 | | Total other income | $981,651 | $1,273,442 | | **Net Income (Loss)** | **$84,505** | **($405,061)** | | Basic and diluted net income (loss) per share, Class A | $0.00 | ($0.02) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2022, the company used **$719,147** in cash for operating activities, resulting in a decrease of its cash balance to **$507,915** Cash Flow Summary (Unaudited) | Cash Flow Summary (Unaudited) | Nine Months Ended Sep 30, 2022 ($) | | :--- | :--- | | Net cash used for operating activities | ($719,147) | | Net change in cash | ($590,658) | | **Cash, end of period** | **$507,915** | [Notes to (Unaudited) Condensed Financial Statements](index=8&type=section&id=Notes%20to%20(Unaudited)%20Condensed%20Financial%20Statements) These notes clarify the company's SPAC nature, its January 8, 2023 business combination deadline, significant liquidity issues raising going concern doubts, and the subsequent agreement with Intrinsic Medicine, Inc - The company is a special purpose acquisition company (SPAC) formed to effect a business combination and must complete one by January 8, 2023, or face liquidation[21](index=21&type=chunk)[35](index=35&type=chunk) - Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern due to insufficient funds to cover expenses for the next year[43](index=43&type=chunk)[44](index=44&type=chunk) - On October 30, 2022, the Company entered into a definitive business combination agreement with Intrinsic Medicine, Inc[100](index=100&type=chunk) - The company has related party agreements for monthly payments, including **$15,000** for consulting services to the CEO's spouse and **$20,000** for administrative services to an affiliate of the Sponsor[77](index=77&type=chunk)[78](index=78&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, the recent business combination agreement with Intrinsic Medicine, Inc., its reliance on Trust Account interest, and critical liquidity issues raising going concern doubts [Recent Developments](index=20&type=section&id=Recent%20Developments) On October 30, 2022, the company signed a definitive business combination agreement with Intrinsic Medicine, Inc., involving the issuance of **13.6 million** Class A common shares and a proxy filing to extend the combination deadline - The Company entered into a business combination agreement with Intrinsic Medicine, Inc. on October 30, 2022, with Intrinsic set to become a wholly-owned subsidiary[106](index=106&type=chunk) - The merger consideration consists of an aggregate of **13.6 million** shares of Class A common stock to be issued to Intrinsic's equity owners[107](index=107&type=chunk) - The company filed a preliminary proxy statement on November 4, 2022, to extend the date by which it must consummate an initial business combination[112](index=112&type=chunk) [Liquidity and Going Concern](index=21&type=section&id=Liquidity%20and%20Going%20Concern) As of September 30, 2022, the company had **$507,915** cash outside the Trust Account, raising substantial doubt about its ability to continue as a going concern due to insufficient funds - As of September 30, 2022, the company had **$507,915** in cash held outside the Trust Account[121](index=121&type=chunk) - The company projects it will not have sufficient funds to cover expenses over a one-year period, raising substantial doubt about its ability to continue as a going concern[122](index=122&type=chunk) [Contractual Obligations](index=22&type=section&id=Contractual%20obligations) The company's primary contractual obligations include a **$9.15 million** deferred underwriting fee contingent on a business combination, plus ongoing monthly payments of **$20,000** and **$15,000** for administrative and consulting services - The company is obligated to pay a deferred underwriting fee of **$9,150,000**, which is contingent upon the completion of a Business Combination[125](index=125&type=chunk) - The company has monthly contractual payments of **$20,000** for administrative services and **$15,000** for consulting services[124](index=124&type=chunk)[126](index=126&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Phoenix Biotech Acquisition Corp. is not required to provide information for this item - The company is not required to provide information for this item as it qualifies as a smaller reporting company[132](index=132&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) As of September 30, 2022, the CEO and CFO concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - The company's CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2022[134](index=134&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the most recently completed fiscal quarter[135](index=135&type=chunk) [PART II – OTHER INFORMATION](index=24&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[136](index=136&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, emphasizing potential adverse effects from regulatory changes, including proposed SEC SPAC rules, and explicitly noting substantial doubt about the company's going concern ability - The company highlights risks from potential changes in laws and regulations, including proposed SEC rules for SPACs, which could increase the costs and time needed to complete a business combination[138](index=138&type=chunk)[139](index=139&type=chunk) - A new risk factor has been added stating there is substantial doubt about the company's ability to continue as a 'going concern' due to its financial condition and limited working capital[140](index=140&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the IPO and concurrent private placement, which generated **$175 million** and **$8.85 million** respectively, with **$178.5 million** deposited into the Trust Account - The company consummated its IPO of **15,500,000** units and a partial over-allotment of **2,000,000** units, generating total gross proceeds of **$175,000,000**[141](index=141&type=chunk)[143](index=143&type=chunk) - Simultaneously, the company sold **885,000** Private Placement Units at **$10.00** per unit, generating gross proceeds of **$8,850,000**[142](index=142&type=chunk)[143](index=143&type=chunk) - Following the offerings, **$178,500,000** of the net proceeds was placed in a trust account[145](index=145&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[147](index=147&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[148](index=148&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None reported[149](index=149&type=chunk) [Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the Business Combination Agreement with Intrinsic Medicine, Inc., related support agreements, and corporate documents - The exhibits filed with the report include the Business Combination Agreement dated October 30, 2022, and various related support agreements[152](index=152&type=chunk)[153](index=153&type=chunk)

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) The pre-business combination SPAC reported a net loss of $489,566 for the six months ended June 30, 2022, with total assets of $179.7 million, a significant stockholders' deficit, and substantial doubt about its going concern ability [Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets%20as%20of%20June%2030%2C%202022%20and%20December%2031%2C%202021) As of June 30, 2022, the company reported total assets of $179.7 million, primarily trust account holdings, with total liabilities of $9.4 million and a stockholders' deficit of $8.2 million Condensed Balance Sheet Highlights (Unaudited) | Account | June 30, 2022 (USD) | December 31, 2021 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $553,775 | $1,098,573 | | Cash and marketable securities held in Trust Account | $178,791,405 | $178,499,615 | | **Total Assets** | **$179,724,777** | **$180,078,207** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $234,208 | $98,072 | | Deferred underwriting fee payable | $9,150,000 | $9,150,000 | | **Total Liabilities** | **$9,384,208** | **$9,248,072** | | Class A Common stock subject to possible redemption | $178,500,000 | $178,500,000 | | **Total stockholders' deficit** | **($8,159,431)** | **($7,669,865)** | [Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2022, the company reported net losses of $111,569 and $489,566 respectively, with no operating revenue and other income from trust account investments Statement of Operations Summary (Unaudited) | Metric | Three Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2022 (USD) | | :--- | :--- | :--- | | Total operating expenses | $376,580 | $781,357 | | Total other income | $265,011 | $291,791 | | **Net Loss** | **($111,569)** | **($489,566)** | | Basic and diluted net loss per share, Class A | ($0.00) | ($0.02) | [Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) The stockholders' deficit increased from $7.67 million at December 31, 2021, to $8.16 million at June 30, 2022, primarily due to the net loss incurred during the period - The total stockholders' deficit grew from **$(7,669,865)** at December 31, 2021, to **$(8,159,431)** at June 30, 2022, with the change attributed to the net loss for the period[16](index=16&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2022, the company used $544,798 in cash for operating activities, resulting in a decrease in cash to $553,775 at period-end, primarily due to the net loss Cash Flow Summary (Unaudited) | Metric | Six Months Ended June 30, 2022 (USD) | | :--- | :--- | | Net loss | ($489,566) | | Net cash used for operating activities | ($544,798) | | **Cash, End of Period** | **$553,775** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20%28Unaudited%29%20Condensed%20Financial%20Statements) The notes detail the company's SPAC nature, its January 8, 2023 business combination deadline, substantial doubt about its going concern ability, related party transactions, and a $9.15 million deferred underwriting fee - The company is a SPAC formed to effect a business combination and has not commenced any operations. It has until **January 8, 2023** (15 months from its IPO) to complete a transaction[23](index=23&type=chunk)[25](index=25&type=chunk)[37](index=37&type=chunk) - Management has concluded that there is **substantial doubt** about the Company's ability to continue as a going concern for one year, as projected funds are insufficient to cover expenses[44](index=44&type=chunk) - The company pays a monthly fee of **$20,000** to an affiliate of the Sponsor for office and administrative services, and a monthly consulting fee of **$15,000** to the CEO's spouse for assistance in identifying acquisition targets[78](index=78&type=chunk)[79](index=79&type=chunk) - A deferred underwriting commission of **$9,150,000** is payable from the Trust Account only upon the completion of a Business Combination[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with no operations, its $489,566 net loss for the first six months of 2022, significant liquidity concerns raising substantial doubt about its going concern ability, and key contractual obligations - The company is a blank check company with all activity to date related to its formation, IPO, and search for a Business Combination[102](index=102&type=chunk)[104](index=104&type=chunk) - A net loss of **$489,566** was recorded for the six months ended June 30, 2022, consisting of general, administrative, and franchise tax expenses, partially offset by interest and gains on trust account investments[105](index=105&type=chunk) - The company projects it will not have sufficient funds to cover expenses for one year, raising **substantial doubt** about its ability to continue as a going concern[114](index=114&type=chunk) - Contractual obligations include a **$20,000** monthly fee to a Sponsor affiliate for support services and a deferred underwriting commission of **$9,150,000**, payable only if a Business Combination is completed[116](index=116&type=chunk)[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide information regarding quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide the information required by this item[124](index=124&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2022, the company's disclosure controls and procedures were deemed effective, with no material changes in internal control over financial reporting during the most recent fiscal quarter - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2022[126](index=126&type=chunk) - No changes in internal control over financial reporting occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal controls[127](index=127&type=chunk) [PART II – OTHER INFORMATION](index=22&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[128](index=128&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) Key risk factors include potential changes in laws and regulations, particularly SEC's proposed SPAC rules, and management's conclusion of substantial doubt about the company's going concern ability - The company is subject to risks from changes in laws and regulations, particularly the **SEC's proposed rules for SPACs** issued on March 30, 2022, which could increase costs and time needed to complete a business combination[130](index=130&type=chunk)[131](index=131&type=chunk) - A key risk factor is the management's conclusion of **substantial doubt** about the company's ability to continue as a '**going concern**' due to limited cash and working capital, which may impede its ability to complete a Business Combination[132](index=132&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details proceeds from its IPO of 15.5 million units at $10.00 each, generating $155 million, and private placements totaling $8.85 million, with $178.5 million placed into the Trust Account - On October 8, 2021, the company consummated its IPO of **15,500,000 units** at **$10.00 per unit**, generating gross proceeds of **$155,000,000**[133](index=133&type=chunk) - Simultaneously with the IPO, the company sold **845,000 Private Placement Units** at **$10.00 each**, and an additional **40,000 units** related to the over-allotment exercise, raising a total of **$8,850,000** in private placements[134](index=134&type=chunk)[135](index=135&type=chunk) - Following the IPO and private placements, **$178,500,000** (**$10.20 per Unit**) was placed in the Trust Account[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=23&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[140](index=140&type=chunk) [Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[141](index=141&type=chunk) [Other Information](index=23&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[142](index=142&type=chunk) [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate documents, officer certifications, and XBRL interactive data files - Exhibits filed include **officer certifications (31.1, 31.2, 32.1, 32.2)** and **XBRL data files (101 series)**[146](index=146&type=chunk) [Signatures](index=25&type=section&id=SIGNATURES) [Signatures](index=25&type=section&id=Signatures) The report was signed on August 11, 2022, by Chris Ehrlich, Chief Executive Officer, and Daniel Geffken, Chief Financial Officer - The report is duly signed and authorized on **August 11, 2022**[148](index=148&type=chunk)[150](index=150&type=chunk)