Financial Performance - Net loss for the three months ended March 31, 2025, was $289,673, compared to a net income of $129,577 for the same period in 2024, indicating a shift of approximately 323.5%[18] - Total expenses rose to $453,835 for the three months ended March 31, 2025, up from $310,934 in the same period of 2024, marking an increase of about 45.9%[18] - The company reported a basic and diluted net loss per share of redeemable common stock of $0.74 for Q1 2025, compared to a profit of $0.05 in Q1 2024[18] - The Company reported a net loss of $575,461 for the three months ended March 31, 2025, compared to a net loss of $400,511 for the same period in 2024, resulting in a basic and diluted net income (loss) per share of $(0.74) for 2025 and $(0.11) for 2024[70] Assets and Liabilities - Total current assets increased to $2,045,669 as of March 31, 2025, compared to $1,672,752 as of December 31, 2024, representing a growth of approximately 22.3%[16] - Total assets decreased significantly from $28,120,102 as of December 31, 2024, to $11,066,249 as of March 31, 2025, a decline of about 60.7%[16] - Total liabilities decreased from $27,894,031 as of December 31, 2024, to $10,786,213 as of March 31, 2025, a reduction of approximately 61.3%[16] - The Company has a working capital deficit of $5,290,544 as of March 31, 2025, compared to a deficit of $5,026,967 as of December 31, 2024[31][42] Cash and Investments - Cash at the end of the period increased to $130,580 as of March 31, 2025, compared to $413 at the end of March 31, 2024, reflecting a significant increase[22] - The Trust Account held $117,300,000 from the Initial Public Offering, which is invested in U.S. government treasury obligations until the completion of a Business Combination[62] - The Company had $9,020,580 in an interest-bearing bank demand deposit account held in the Trust Account as of March 31, 2025[63] - The fair value of Interest-Bearing Bank Demand Deposit Accounts held in the Trust Account was $9,020,580 as of March 31, 2025, compared to $26,447,350 as of December 31, 2024[71] Business Combination and Future Plans - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which is expected to impact future performance and market positioning[12] - The Company has until August 18, 2025, to consummate a Business Combination, after which it will cease operations and redeem Public Shares if not completed[33] - The Company entered into a Merger Agreement with Longevity Biomedical, Inc. on September 16, 2024, which includes Target Acquisitions and a merger with Merger Sub[36][37] - The Company plans to change its name to "Longevity Biomedical, Inc." and list its common stock on NASDAQ under the ticker symbol "LBIO" following the Merger[37] Compliance and Regulatory Issues - The Company received a notice from Nasdaq on February 19, 2025, indicating non-compliance with Nasdaq IM-5101-2, leading to suspension of trading on February 26, 2025[48] - The Company intends to apply for listing on The Nasdaq Capital Market post-Business Combination, but there is no guarantee of success[48] - The Company’s ability to complete a Business Combination may be affected by its ability to raise equity or debt financing amid increased market volatility[50] - The Company has recorded a liability to comply with the 1% excise tax imposed by the Inflation Reduction Act on stock buybacks, effective from 2023[78] Management Concerns - Management has raised concerns about the Company's ability to continue as a going concern due to insufficient working capital and potential liquidity issues[43][44] - The Company is evaluating the impact of global conflicts and economic sanctions, which may affect its financial condition and operations[46] Shareholder and Stock Information - The Company had 3,510,075 shares of Class A Common Stock issued and outstanding, with 779,886 shares subject to possible redemption[120] - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of March 31, 2025[119] - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after that[126] - The Company will file a registration statement for the shares of Class A common stock issuable upon exercise of the warrants within 20 business days after the Business Combination[128] Loans and Financing - The Company has outstanding Extension Loans totaling approximately $3,537,744 as of March 31, 2025, which are non-interest-bearing promissory notes[102] - The Company signed Zero Interest Convertible Notes totaling $1,025,000 with a maturity date of September 30, 2025[139] - The conversion price for shares under the Working Capital Convertible Notes is set at $4 for the first 30 days, then based on the lowest closing price over the preceding 25 trading days[140] Operational and Administrative Expenses - The Company recorded $30,000 in administrative expenses for the three months ended March 31, 2025, related to support services provided by the Sponsor[107] - The Company has agreed to pay the Sponsor $10,000 per month for administrative support for up to 18 months, ceasing payments upon completion of the initial Business Combination[107]

Business Combination - The deadline for the Company to complete its initial business combination is August 18, 2025, as approved by stockholders[29]. - The Company entered into a Merger Agreement with Longevity Biomedical Inc. on September 16, 2024, focusing on biopharmaceutical advancements[30]. - Following the Merger, Longevity will become a wholly-owned subsidiary of the Company, and the Company will change its name to "Longevity Biomedical, Inc."[31]. - The Merger Agreement includes a Voting and Support Agreement with Longevity's sole stockholder, ensuring approval of the transactions[32]. - The Company is required to complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[51]. - The Company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[53]. - The Company may issue a substantial number of new shares in exchange for the target's outstanding capital stock, potentially leading to stockholders owning less than a majority of shares post-transaction[54]. - The Company has filed an initial Form S-4 with the SEC regarding the Longevity Business Combination on February 14, 2025[35]. Growth Strategy - The Company has identified biomedical life science, artificial intelligence, and robotics as key sectors for growth and acquisition opportunities[37]. - The Company aims to acquire businesses with proprietary technology and significant market positions, focusing on operational improvements[41]. Financial Management - The net proceeds from the Initial Public Offering and the sale of placement units may be used for general corporate purposes, including maintenance or expansion of operations post-transaction[55]. - There is no limitation on the ability to raise funds through equity or debt securities in connection with the initial business combination[56]. - The company is not currently party to any arrangement for raising additional funds through the sale of securities[56]. - Prior to the consummation of the initial business combination, the company is prohibited from issuing additional securities that would entitle holders to receive funds from the trust account[57]. Company Operations - The company currently has one officer who devotes time as deemed necessary to the affairs of the company until the initial business combination is completed[58]. - The executive offices are located at 128 Gail Drive, New Rochelle, New York 10805[59]. Market Risk - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[172].

Financial Performance - Net loss for the three months ended September 30, 2024, was $123,127, compared to a net income of $661,226 for the same period in 2023, indicating a significant decline in performance[17]. - Total expenses for the nine months ended September 30, 2024, were $962,945, up from $890,820 for the same period in 2023, marking an increase of approximately 8%[17]. - Basic and diluted net loss per share of redeemable common stock for the three months ended September 30, 2024, was $(0.23), compared to $0.10 for the same period in 2023[17]. - For the nine months ended September 30, 2024, the company reported a net loss of $38,005 compared to a net income of $2,304,899 for the same period in 2023[22]. - The company reported a pre-tax income of $144,067 for the nine months ended September 30, 2024, down from $3,098,570 for the same period in 2023[17]. Assets and Liabilities - Total current assets as of September 30, 2024, are $1,563,117, a decrease from $1,385,762 as of December 31, 2023, representing a decline of approximately 14%[15]. - Total liabilities increased to $9,651,445 as of September 30, 2024, compared to $8,497,201 as of December 31, 2023, reflecting an increase of approximately 14%[15]. - The accumulated deficit increased to $(7,762,739) as of September 30, 2024, from $(6,499,430) as of December 31, 2023, indicating a worsening financial position[15]. - As of September 30, 2024, the company had cash of $1,883 and a working capital deficit of $4,638,328, compared to cash of $17,578 and a working capital deficit of $3,661,439 as of December 31, 2023[41][42]. Cash Flow and Investments - Cash flows from operating activities resulted in a net cash used of $834,803, an improvement from $966,279 in the prior year[22]. - The company generated net cash provided by investing activities of $36,138,640, a decrease from $62,196,521 in the previous year[22]. - The company has $117,300,000 held in a Trust Account, invested only in U.S. government treasury obligations or money market funds until a Business Combination is completed[63]. Business Combination and Future Operations - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which is expected to impact future operations and financial performance[12]. - The company has until August 18, 2025, to consummate a business combination, or it will be required to redeem public shares and liquidate[33]. - On September 16, 2024, the company entered into a merger agreement with Longevity Biomedical, Inc., which is expected to change the company's name to "Longevity Biomedical, Inc." upon closing[36][37]. - The Company has raised substantial doubt about its ability to continue as a going concern until August 18, 2025, if a Business Combination is not completed by that date[44]. Stock and Equity - The weighted average number of redeemable common stock outstanding decreased to 2,319,435 as of September 30, 2024, from 8,657,385 as of September 30, 2023[17]. - The Class A common stock subject to possible redemption decreased by $34,620,208 during the nine months ended September 30, 2024, with a total of $26,606,595 presented as temporary equity[67]. - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during the Initial Public Offering, with each Unit consisting of one share of Class A common stock and one redeemable warrant[82]. - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of September 30, 2024[109]. Tax and Regulatory Compliance - The Company is subject to a new 1% excise tax on stock repurchases, which may impact its cash available for completing a Business Combination[49]. - The Company has recorded a liability to comply with the 1% excise tax on stock buybacks imposed by the Inflation Reduction Act, effective from 2023[79]. - The Company has no unrecognized tax benefits as of September 30, 2024, and December 31, 2023, indicating compliance with tax regulations[76]. Administrative and Operational Matters - The Company has incurred a total of $1,540,984 in expenses to be reimbursed by the Sponsor as of September 30, 2024[101]. - The Company has agreed to pay the Sponsor $10,000 per month for administrative support for up to 18 months, ceasing upon the completion of the initial Business Combination[102]. - The Company has extended the Combination Period deadline multiple times, with the latest extension allowing until November 18, 2024, contingent on a deposit of $50,000 or $0.03 per unredeemed public share for each month[92]. Market and Geopolitical Factors - The company has not determined the specific impact of recent geopolitical conflicts on its financial condition and operations[47][51]. - The company’s ability to consummate a transaction may depend on raising equity or debt financing, which could be affected by market volatility and liquidity[51].

Trust Account and Business Combination - The Company extended the initial date for the Trust Account liquidation to February 18, 2024, with a deposit of $125,000 for each one-month extension [90]. - The Sponsor will deposit $50,000 for each one-month extension after February 18, 2024, to continue pursuing a business combination [93]. - The Company plans to enter into a definitive agreement for a business combination no sooner than March 2024 [97]. - The company has until August 18, 2024, to complete a Business Combination, with uncertainty regarding its ability to do so [105]. Nasdaq Compliance Issues - The Company received a notice from Nasdaq indicating non-compliance with the Minimum Total Holders Rule, requiring at least 400 total holders for continued listing [96]. - The Company received a Second Notice from Nasdaq for failing to meet the Market Value Standard, with a minimum requirement of $50 million in Market Value of Listed Securities [99]. - The Company has until October 21, 2024, to regain compliance with the Market Value Standard, or it may face delisting [100]. - The Company requested a hearing to appeal Nasdaq's determination to delist its securities, which will stay the suspension pending the Panel's decision [98]. Financial Performance - For the six months ended June 30, 2024, the company reported a net loss of $44,457 and net income of $85,119, with investment income of $283,084 and $819,427, respectively [104]. - For the six months ended June 30, 2023, the company had net income of $1,643,672, consisting of investment income of $2,756,883 [105]. - Cash used in operating activities for the six months ended June 30, 2024, was $591,410, compared to $752,999 for the same period in 2023 [106]. - Cash provided by investing activities for the six months ended June 30, 2024, was $36,123,240, primarily due to cash withdrawn from the Trust Account [107]. - Cash provided by financing activities for the six months ended June 30, 2024, was $35,548,932, resulting from cash paid for redemptions [107]. - As of June 30, 2024, the Class A common stock subject to possible redemption amounted to $25,206,155, a decrease of $35,326,042 from the previous period [112]. - The company had $476 in cash and no cash equivalents as of June 30, 2024 [106]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of June 30, 2024 [108]. Internal Controls and Risks - The Company has incurred significant costs in pursuit of its initial Business Combination and cannot assure successful capital raising [89]. - The Company is subject to risks associated with being an emerging growth company, impacting its future performance and financial condition [89]. - The company’s disclosure controls and procedures were deemed not effective as of June 30, 2024, due to material weaknesses in internal control over financial reporting [119].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $129,577, consisting of investment income of $536,343, offset by expenses of $310,934 and tax expense of $95,832[115]. - For the three months ended March 31, 2023, the company had a net income of $807,289, with investment income of $1,288,498, offset by expenses of $221,125 and tax expense of $260,084[117]. - For the three months ended March 31, 2024, cash used in operating activities was $282,081, with a net income of $129,577 impacted by interest earned on investments of $536,343[120]. - For the three months ended March 31, 2023, cash used in operating activities was $112,499, with a net income of $807,289 impacted by interest earned on investments of $1,288,498[121]. - Basic and diluted net income per share for the three months ended March 31, 2024, was $0.06, compared to $0.07 for the same period in 2023[133]. Business Combination and Compliance - The company extended the period to consummate its initial business combination to February 18, 2024, with a deposit of $125,000 into the Trust Account[102]. - The company has incurred significant costs in pursuit of its initial business combination and cannot assure successful capital raising or completion of the business combination[101]. - The company has not generated any revenues to date and will only generate operating revenues after the completion of its initial business combination[114]. - The company has engaged in organizational activities and identified a target company for a business combination since its inception[114]. - The company has until May 18, 2024, to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[118]. Cash and Investments - As of March 31, 2024, the company had $413 in cash and no cash equivalents[119]. - Cash provided by investing activities for the three months ended March 31, 2024, was $36,273,240, primarily due to cash withdrawn from the Trust Account[122]. - Cash provided by financing activities for the three months ended March 31, 2024, was $36,008,323, mainly from cash paid for redemptions[123]. - The Class A common stock subject to possible redemption decreased by $35,666,479 during the three months ended March 31, 2024, totaling $24,865,718[129]. Nasdaq Compliance and Listing - The company received a notice from Nasdaq on October 16, 2023, indicating non-compliance with the Minimum Total Holders Rule, requiring at least 400 total holders for continued listing[107]. - The company has until October 21, 2024, to regain compliance with the Market Value Standard of $50 million, or face potential delisting from Nasdaq[111]. - The company plans to monitor its Market Value of Listed Securities and may consider options to resolve deficiencies under Nasdaq listing criteria[113]. Debt and Accounting - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[124][125]. - Management does not believe that any recently issued accounting pronouncements would have a material effect on the audited financial statements[134].

IPO and Financial Proceeds - The company completed its Initial Public Offering on February 18, 2022, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[24]. - A total of $117.3 million was deposited in a trust account for the benefit of public stockholders, net of underwriting commissions and offering expenses[26]. - The Company also sold 520,075 private placement units for gross proceeds of $5,200,750 at the same time as the IPO[198]. - The Company incurred transaction costs of $5,688,352 related to the IPO, including $1,725,000 in cash underwriting fees[200]. - Management has broad discretion regarding the application of net proceeds from the IPO, primarily intended for a Business Combination[202]. Business Combination Plans - The company intends to focus on acquiring U.S. companies in the disruptive technology sector, particularly in AI and related innovations[21]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[36]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[43]. - Nasdaq rules require that the company complete initial business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[41]. - The company has until April 18, 2024, to complete a Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed by this date[91]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $2,911,502, which included investment income of $4,809,102 and a gain on extinguishment of notes payable of $144,443, offset by expenses of $1,062,699 and tax expense of $979,344[89]. - Net income for 2023 was $2,911,502, a significant increase of 315.5% compared to $700,015 in 2022[187]. - Interest earned on marketable securities held in the Trust Account rose to $4,809,102 in 2023, up from $1,676,585 in 2022, marking a growth of 187.5%[187]. - Total expenses increased to $1,062,699 in 2023, up from $666,311 in 2022, reflecting a rise of 59.5%[187]. - Cash at the end of the period decreased to $17,578 in 2023 from $262,756 in 2022, a decline of 93.3%[192]. Risks and Compliance - The company is prohibited from pursuing initial business combinations with entities whose principal operations are in China, including Hong Kong and Macau[22]. - The company is at risk of delisting from Nasdaq if it does not regain compliance with the minimum holder requirement of 400 total holders[62]. - If delisted, the company’s securities may only be quoted on an over-the-counter market, leading to potential adverse consequences[63]. - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by the deadline[209]. - The impact of external factors, such as the COVID-19 pandemic and geopolitical events, may adversely affect the Company's ability to consummate a Business Combination[210][211]. Management and Governance - Ray Chen has been appointed as the Chief Executive Officer and Chief Financial Officer since August 2023, bringing extensive experience from previous roles in other companies[120]. - The board of directors consists of five members, with terms expiring at different annual meetings, ensuring staggered elections[126]. - The audit committee consists of independent directors, including Neil Bush, Jonathan McKeage, and Jeffrey Moseley, ensuring compliance with Nasdaq listing standards[133]. - The compensation committee is responsible for reviewing and recommending compensation arrangements, although no compensation has been paid prior to the initial business combination[137]. - The company has adopted a Code of Ethics applicable to its directors, officers, and employees, which is available for review by the public[143]. Internal Controls and Financial Reporting - Management assessed the effectiveness of internal control over financial reporting and identified a material weakness as of December 31, 2023[109]. - The company concluded that its disclosure controls and procedures were not effective due to the identified material weakness in internal control over financial reporting[111]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[114]. - The company is assessing resource needs and roles to address the identified material weakness in internal control over financial reporting[113]. Shareholder Information - The company’s sponsor owns approximately 39.7% of its outstanding shares, and there are potential foreign ownership restrictions that could limit business combination opportunities[53]. - FutureTech Partners II LLC holds 520,075 shares of Class A common stock (17.6%) and 2,825,000 shares of Class B common stock (98.3%), representing approximately 57.4% of outstanding common stock[152]. - Karpus Management, Inc. is a significant shareholder, owning 790,575 shares of Class A common stock (26.8%), which accounts for 13.6% of the total common stock[152]. - The founder shares held by initial stockholders represent 57.7% of the outstanding shares of common stock, allowing them to influence significant corporate transactions[154]. - The Company issued 2,875,000 shares of Class B common stock to the Sponsor for a total purchase price of $25,000, ensuring the Sponsor retains at least 20% ownership post-Offering[157].

Financial Performance - For the three months ending September 30, 2023, the company reported a net income of $661,226, driven by investment income of $1,232,507, offset by expenses of $329,255 and tax expense of $242,027 [114]. - For the nine months ending September 30, 2023, the company achieved a net income of $2,304,898, with investment income totaling $3,989,390, while expenses amounted to $890,821 and tax expense was $793,671 [116]. - Investment income increased in 2023 compared to 2022 due to rising interest rates, while expenses rose due to due diligence costs related to potential business combinations [114][116]. Cash and Debt Position - The company had cash of $5,496 and no cash equivalents as of September 30, 2023 [119]. - As of September 30, 2023, the company had no long-term debt or capital lease obligations, with a deferred fee of 3% of gross proceeds from the Offering, amounting to $3,450,000, payable upon closing of a Business Combination [121]. - The company has no off-balance sheet financing arrangements or obligations as of September 30, 2023 [120]. Business Combination and Compliance - The company extended the deadline to complete its initial Business Combination to November 18, 2023, with the option for further extensions [108]. - A total of 5,943,650 public shares were redeemed at approximately $10.81 per share, resulting in an aggregate redemption amount of approximately $64.2 million [110]. - The company received a notice from Nasdaq regarding non-compliance with the Minimum Total Holders Rule, requiring a plan for compliance by November 30, 2023 [112]. - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination [113].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $836,383, driven by investment income of $1,468,385, offset by expenses of $340,441 and tax expense of $291,561 [114]. - For the six months ended June 30, 2023, the company achieved a net income of $1,643,672, with investment income totaling $2,756,883, while expenses amounted to $561,566 and tax expense was $551,645 [116]. Cash and Debt Position - The company had $48,778 in cash and no cash equivalents as of June 30, 2023 [120]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [122]. Business Combination Efforts - The company filed a definitive proxy statement on July 28, 2023, to extend the deadline for completing a business combination from August 18, 2023, to February 18, 2024 [112]. - The company has incurred significant costs related to due diligence for a potential business combination, which has increased expenses compared to the previous year [114]. - The company has not generated any operating revenues to date and will only do so after completing its initial business combination [113]. - The company is subject to risks and uncertainties that may affect its ability to complete a business combination, including the need for stockholder approval for the extension [112]. - The company anticipates that it may not be able to complete a business combination by the current deadline, raising concerns about its ability to continue as a going concern [119]. Investment Strategy - The company has invested net proceeds from its Initial Public Offering in U.S. government treasury bills and money market funds, minimizing exposure to interest rate risk [126].

Financial Position - As of March 31, 2023, total assets amounted to $121,838,969, a slight increase from $119,474,609 as of December 31, 2022[12] - The company had cash of $150,257 at the end of the period, down from $262,756 at the beginning of the period[19] - The working capital deficit as of March 31, 2023, was $1,920,820, indicating a significant liquidity challenge[27] - As of March 31, 2023, the company had a stockholders' deficit of $4,550,477, compared to $3,229,352 as of December 31, 2022[12] - The Trust Account held $121,415,083 in marketable securities as of March 31, 2023, compared to $118,976,585 as of December 31, 2022[49] - The fair value of marketable securities held in the trust account was $121,415,083 as of March 31, 2023, compared to $118,976,585 as of December 31, 2022[56] - As of March 31, 2023, the company had $150,257 in cash and no cash equivalents[111] Income and Expenses - The company reported a net income of $807,289 for the three months ended March 31, 2023, compared to a net loss of $71,510 for the same period in 2022[14] - Total expenses for the three months ended March 31, 2023, were $221,125, up from $93,313 in the prior year, reflecting an increase of 137.5%[14] - Income earned on investments held in the Trust Account was $1,288,498 for the three months ended March 31, 2023, compared to $21,803 in the same period of 2022[14] - For the three months ended March 31, 2023, the company reported a net income of $807,289, which included investment income of $1,288,498, offset by expenses of $221,125 and tax expense of $260,084[109] Initial Public Offering (IPO) - The Initial Public Offering generated gross proceeds of $115,000,000, with 11,500,000 units sold at $10.00 per unit[23] - Offering costs associated with the Initial Public Offering totaled $513,352, which were charged to additional paid-in capital upon completion of the offering[50] - The company sold 11,500,000 Units at a purchase price of $10.00 per Unit during its Initial Public Offering, raising a total of $115,000,000[67] - The Sponsor purchased 520,075 Private Placement Units at a price of $10.00 per unit, totaling $5,200,750[68] Business Combination - The Company has until May 18, 2023, to complete a Business Combination, with an option to extend this deadline by up to 18 months through two separate three-month extensions[31] - The Company has raised concerns regarding its ability to continue as a going concern if it cannot complete a Business Combination by the deadline[34] - The company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination[22] - The company has extended the period to consummate its initial Business Combination by three months, requiring a deposit of $1,150,000 into the Trust Account[75] - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational efforts and the Initial Public Offering[108] Risks and Challenges - Management is evaluating the impact of the COVID-19 pandemic, which could negatively affect the Company's financial position and operations[36] - The Company is subject to risks related to the military action in Ukraine, which may materially affect its ability to consummate a Business Combination[37] - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[41] - There have been no material changes to the risk factors disclosed in previous filings, and the company continues to monitor potential risks[123] Stock and Warrants - The Class A common stock subject to possible redemption amounted to $120,594,740 as of March 31, 2023, reflecting an increase of $2,128,414 during the three months ended March 31, 2023[51] - The Company is authorized to issue 100,000,000 shares of Class A common stock, with 635,075 shares issued and outstanding as of March 31, 2023[86] - The Company has 2,875,000 shares of Class B common stock issued and outstanding as of March 31, 2023, with specific voting rights prior to the Business Combination[87] - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after that[90] - The Company may redeem the Public Warrants if the price per share of Class A common stock equals or exceeds $18.00 for any 20 trading days within a 30-trading day period[99] - The holders of insider shares and Private Placement Units have registration rights, allowing them to demand registration of their securities up to three times[80] Financial Controls and Compliance - The company has effective disclosure controls and procedures as of March 31, 2023, according to its management evaluation[117] - The company does not expect any recently issued accounting pronouncements to materially affect its audited financial statements[115] - There were no unrecognized tax benefits as of March 31, 2023, and December 31, 2022[61] - There were no off-balance sheet financing arrangements as of March 31, 2023, and the company has no long-term debt or liabilities[112] - The underwriter received a cash underwriting discount of 1.50% of the gross proceeds from the Initial Public Offering, totaling $1,725,000, and a deferred fee of 3.50%, amounting to $3,450,000[81] - The underwriter is entitled to a deferred fee of 3.00% of the gross proceeds of the Offering, amounting to $3,450,000, payable upon closing of the Business Combination[113]

Initial Public Offering (IPO) - The company completed its Initial Public Offering on February 18, 2022, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[25]. - A total of $117.3 million was deposited into a trust account for the benefit of public stockholders, net of underwriting commissions and offering expenses[27]. - The company completed its Initial Public Offering on February 18, 2022, selling 11,500,000 units at an offering price of $10.00 per unit, generating gross proceeds of $115,000,000[73]. - The underwriter is entitled to a deferred fee of 3% of the gross proceeds of the Offering, amounting to $3,450,000, payable upon closing of a Business Combination[84]. - The Company incurred offering costs of $513,352 related to the Initial Public Offering, which were charged to additional paid-in capital[195]. - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during the Initial Public Offering, totaling $115,000,000[210]. - The Sponsor purchased 520,075 Private Placement Units for an aggregate of $5,200,750, contributing to the Trust Account[211]. Financial Performance - For the year ended December 31, 2022, the company reported a net income of $700,015, driven by investment income of $1,676,585, offset by expenses of $666,311 and tax expense of $310,259[80]. - Net income for the year ended December 31, 2022, was $700,015 compared to a net loss of $438 in 2021, reflecting a significant turnaround[160]. - Income earned on investments held in the Trust Account amounted to $1,676,585 for the year ended December 31, 2022[160]. - Basic and diluted net income per share for Class A common stock was $0.05 for the year ended December 31, 2022[199]. Cash and Assets - As of December 31, 2022, the company had $262,756 in cash and no cash equivalents[82]. - Cash at the end of the period was $262,756, up from $5,000 at the beginning of the period[165]. - Total current assets increased to $420,370 from $5,000 in 2021, primarily due to cash and marketable securities[158]. - The Trust Account held $118,976,585 in marketable securities as of December 31, 2022[194]. Liabilities and Capital Structure - Total liabilities increased to $4,237,635 from $115,893 in 2021, largely due to accounts payable and accrued expenses[158]. - The company has a working capital deficit of $367,265 as of December 31, 2022[173]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of December 31, 2022[83]. - The Company has not reported any amounts outstanding under Working Capital Loans as of December 31, 2022[135]. - The Company has no working capital loans outstanding as of December 31, 2022, and December 31, 2021[216]. Business Strategy and Focus - The company intends to focus on acquiring U.S. companies in the disruptive technology sector, particularly in AI and robotics, while avoiding entities with principal operations in China[23]. - The management team aims to leverage its experience to improve operational efficiency and drive revenue growth through acquisitions[33]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[42]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure that its plans to raise capital or complete the initial business combination will be successful[78]. Corporate Governance - The company has established an audit committee consisting of independent directors, with Aroop Zutshi serving as the chair[110]. - The audit committee is required to have at least three independent members, all of whom meet the Nasdaq listing standards[111]. - The compensation committee is also composed of independent directors, with Jeffrey Moseley as the chair[112]. - The board of directors has determined that three members are independent directors as per Nasdaq listing standards[137]. Regulatory and Compliance Risks - The company may face foreign ownership restrictions and CFIUS review, which could limit the pool of potential targets for business combinations[59]. - The Company faces risks related to the military action in Ukraine, which may adversely affect its ability to consummate a Business Combination[183]. - Management is evaluating the impact of the COVID-19 pandemic, which may negatively affect the Company's financial position and operations[182]. - The Inflation Reduction Act imposes a 1% excise tax on stock buybacks starting in 2023, which the Company is currently assessing[205]. Future Outlook - The company has until May 18, 2023, to complete a Business Combination, after which failure to do so will result in mandatory liquidation[81]. - The Company has the option to extend the period to consummate a Business Combination by up to 18 months, requiring a total payment of $2,300,000[218]. - The Company has agreed not to transfer Class B common stock until certain conditions are met, including a closing price of $12.00 per share for 20 trading days[133].