Financial Performance - The company reported a net loss of $289,673 for the three months ended March 31, 2025, compared to a net income of $129,577 for the same period in 2024, indicating a significant decline in profitability[22] - The total expenses for the three months ended March 31, 2025, were $453,835, compared to $310,934 for the same period in 2024, reflecting an increase of approximately 45.9%[18] - The company’s cash flows from operating activities resulted in a net cash used of $453,155 for the three months ended March 31, 2025, compared to $282,082 for the same period in 2024, indicating a higher cash outflow[22] - 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 liabilities decreased to $10,786,213 as of March 31, 2025, from $27,894,031 as of December 31, 2024, reflecting a reduction of approximately 61.2%[16] - The company’s accumulated deficit increased to $9,372,094 as of March 31, 2025, compared to $8,855,025 as of December 31, 2024, indicating a rise of approximately 5.9%[20] - 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 - The company’s cash balance increased to $130,580 as of March 31, 2025, from $56,768 at the beginning of the period, marking a rise of approximately 130%[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 Account Held in 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 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, 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 Longevity as the surviving entity[36][37] - The Company intends to apply for a listing of the combined company's securities on Nasdaq following the completion of a Business Combination[80] Compliance and Regulatory Issues - The Company received a notice from Nasdaq on February 19, 2025, stating that it did not comply with Nasdaq IM-5101-2, leading to the suspension of trading on February 26, 2025[48] - The Company is subject to delisting from Nasdaq due to non-compliance with IM-5101-2, with trading expected to continue over the counter[80] - Management believes that without additional capital, the Company may not have sufficient working capital to meet its needs through the consummation of the Business Combination[43] - The Company has raised concerns about its ability to continue as a going concern until August 18, 2025, if a Business Combination is not consummated[44] Shareholder and Stock Information - The weighted average number of redeemable common stock outstanding decreased to 779,886 for the three months ended March 31, 2025, from 3,920,107 in the same period of 2024, a reduction of about 80%[18] - As of March 31, 2025, the Class A common stock subject to possible redemption amounted to $9,651,778, an increase of $571,034 from December 31, 2024[65] - The Company sold 11,500,000 Units at a purchase price of $10.00 per Unit during its Initial Public Offering, with each Unit consisting of one share of Class A common stock and one redeemable warrant[83] - The Company has authorized 1,000,000 preferred shares, but none were issued or outstanding as of March 31, 2025[119] Financing and Capital Structure - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units on February 18, 2022[27] - The Company raised an additional $5,200,750 from the sale of 520,075 private placement units at $10.00 per unit[28] - 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[115] - The Company signed a Subscription Agreement with an Investor to issue 1,000,000 shares of Class A Common Stock at a price of $5.00 per share, contingent upon a Business Combination with Longevity[113] Operational and Administrative Expenses - The Company recorded $30,000 in administrative expenses for the three months ended March 31, 2025, related to support services[107] - The Company has outstanding Extension Loans totaling approximately $3,537,744 as of March 31, 2025, and December 31, 2024[101] - The Company aims to manage and forecast cash effectively to align costs with contractual agreements[137] - The CODM monitors formation and operational costs to ensure sufficient capital for business combinations[137]

Business Combination Timeline - The deadline for the Company to complete its initial business combination is August 18, 2025, as approved by stockholders[29]. - The Company has until August 18, 2025, to consummate the initial business combination, with the possibility of extending this deadline[53]. - The initial business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account[51]. Merger Agreement - 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, which will change its name to "Longevity Biomedical, Inc." and list on Nasdaq under the ticker symbol "LBIO"[31]. - The Merger Agreement includes a Voting and Support Agreement ensuring the Voting Stockholder will vote in favor of the Merger[32]. Target Identification and Focus - The Company aims to identify private companies with positive operating cash flow or compelling technology, particularly in biomedical life sciences, AI, and robotics sectors[37]. - The Company will focus on hardware technology companies with large market potential, especially in biomedical life sciences, AI, and robotics[38]. Due Diligence and Financing - The Company will conduct comprehensive due diligence reviews to assess the quality and intrinsic value of potential targets[43]. - 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]. - The company may require additional financing for working capital needs and transaction costs related to the initial business combination[56]. - The company may need to obtain additional financing following the closing of the initial business combination for general corporate purposes[55]. Securities and Trust Account - 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]. - The company may use the balance of cash released from the trust account for funding the purchase of other companies[55]. - The company has no obligation for sponsors, officers, directors, or stockholders to provide financing in connection with the initial business combination[56]. 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].

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[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]. - Basic and diluted net income (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]. - The basic and diluted net loss per share for the three months ended September 30, 2024, is $(0.23), compared to $(0.07) for the same period in 2023, indicating a significant decline in performance[72]. - For the nine months ended September 30, 2024, the basic and diluted net loss per share is $(0.02), compared to a profit of $0.26 for the same period in 2023, highlighting a substantial decrease in profitability[72]. 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[15]. - Total liabilities increased to $9,651,445 as of September 30, 2024, compared to $8,497,201 as of December 31, 2023[15]. - The accumulated deficit increased to $(7,762,739) as of September 30, 2024, from $(6,499,430) as of December 31, 2023[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 deficit of $3,661,439 as of December 31, 2023[41][42]. - The company has a working capital deficit that may require additional capital raising efforts to meet operational needs[43]. 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]. - Interest earned on the interest-bearing bank demand deposit held in the trust account for the three months ended September 30, 2024, was $287,584, a significant decrease from $1,232,507 in the same period of 2023[17]. Business Combination and Future Outlook - The company is in the process of a proposed business combination with Longevity Biomedical, Inc., which may impact future financial performance[12]. - The company faces risks related to ongoing geopolitical conflicts and economic conditions that could affect its ability to complete the business combination[13]. - The company has until August 18, 2025, to consummate a business combination, or it will be required to redeem public shares and liquidate[33]. - The company is required to complete a business combination by February 14, 2025, or face immediate suspension and delisting from Nasdaq[80]. - The company has raised substantial doubt about its ability to continue as a going concern through August 18, 2025, if a Business Combination is not consummated by that date[44]. Stock and Shareholder Information - The Class A common stock subject to possible redemption decreased by $34,620,208 during the nine months ended September 30, 2024, due to a redemption of $36,281,990[67]. - As of September 30, 2024, the ending balance of common stock is $26,606,595, a decrease from $61,226,803 as of December 31, 2023, reflecting a redemption of Class A common stock totaling $36,281,990[69]. - There were 2,319,435 shares of Class A common stock subject to possible redemption as of September 30, 2024, compared to 5,556,350 shares as of December 31, 2023[110]. - The Company has authorized 100,000,000 shares of Class A common stock, with 635,075 shares issued and outstanding as of September 30, 2024[110]. Tax and Regulatory Compliance - The company is subject to a new U.S. federal 1% excise tax on stock repurchases, which may impact its ability to complete 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]. Operational Costs and Expenses - The company reported total expenses of $367,118 for the three months ended September 30, 2024, an increase from $329,254 in the same period of 2023[17]. - The Company has incurred $1,540,984 in expenses to be reimbursed by the Sponsor as of September 30, 2024, up from $1,179,141 as of December 31, 2023[101]. - The Company has agreed to pay the Sponsor $10,000 per month for administrative support, totaling $90,000 for the nine months ended September 30, 2024[102]. Merger Agreement and Extensions - 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 extended the deadline for the Business Combination period from November 18, 2024, to August 18, 2025, contingent upon a deposit of $0.05 per public share not redeemed[123]. - The Company has deposited a total of $162,232 into the Trust Account to extend the Business Combination period multiple times, with the latest extension to February 18, 2025[126].

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[98]. - The Sponsor will deposit $50,000 for each one-month extension after February 18, 2024, to facilitate the business combination process[101]. - The Company plans to enter into a definitive agreement for a business combination no sooner than March 2024[105]. - The company has until August 18, 2024, to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[113]. Nasdaq Compliance and Listing - 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[104]. - The Company was notified of a Market Value of Listed Securities (MVLS) below the minimum $50 million required for continued listing on Nasdaq[107]. - The Company has until October 21, 2024, to regain compliance with the Market Value Standard, or it may face delisting[108]. - The Company requested a hearing to appeal Nasdaq's determination to delist its securities, which will stay the suspension pending the Panel's decision[106]. 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[112]. - For the six months ended June 30, 2023, the company had net income of $836,383 and $1,643,672, with investment income of $1,468,385 and $2,756,883, respectively[113]. - 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[115][116]. - 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[117]. - Cash provided by financing activities for the six months ended June 30, 2024, was $35,548,932, resulting from cash paid for redemptions[118]. - As of June 30, 2024, the company had $476 in cash and no cash equivalents[114]. - The Class A common stock subject to possible redemption decreased by $35,326,042 during the six months ended June 30, 2024, totaling $25,206,155[125]. Costs and Expenses - The company has incurred significant costs in pursuit of its initial Business Combination and cannot assure success in raising capital[97]. - The company incurred expenses due to due diligence costs related to a potential business combination transaction, which increased expenses in 2024 compared to 2023[112]. - The company does not have any long-term debt or off-balance sheet financing arrangements as of June 30, 2024[120][121]. Internal Controls and Legal Proceedings - No changes in internal control over financial reporting during the quarter that materially affected or are likely to affect internal controls[133]. - No legal proceedings reported during the quarter[133]. Emerging Growth Company Risks - The Company is subject to risks associated with being an emerging growth company, impacting its business combination plans[96].

Financial Performance - The Company had a net income of $129,577 for the three months ended March 31, 2024, compared to a net income of $807,289 for the same period in 2023, reflecting a decrease of approximately 84%[111]. - Investment income for the three months ended March 31, 2024, was $536,343, down from $1,288,498 in 2023, indicating a decline of about 58%[111]. - The Company incurred expenses of $310,934 for the three months ended March 31, 2024, which is an increase of approximately 40% compared to $221,125 in 2023[111]. - For the three months ended March 31, 2024, cash used in operating activities was $282,081, with a net income of $129,577[114]. - For the three months ended March 31, 2023, cash used in operating activities was $112,499, with a net income of $807,289[115]. - Basic and diluted net income per share for the three months ended March 31, 2024, was $0.06, compared to a net loss per share of $(0.03) for the same period in 2023[127]. Business Combination and Compliance - The Company has until May 18, 2024, to complete a Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[112]. - The Company has extended the period to consummate its initial Business Combination multiple times, with the latest extension allowing until February 18, 2024[100][101]. - 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[103]. - The Company was notified on April 23, 2024, that its Market Value of Listed Securities was below the minimum of $50 million required for continued listing on Nasdaq[106]. - The Company has a compliance period of 180 days from the April 23 notice to regain compliance with the Market Value Standard, or until October 21, 2024[107]. Cash and Investments - As of March 31, 2024, the company had $413 in cash and no cash equivalents[113]. - 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[116]. - Cash provided by financing activities for the three months ended March 31, 2024, was $36,008,323, mainly from cash paid for redemptions[117]. - The Class A common stock subject to possible redemption decreased by $35,666,479 during the three months ended March 31, 2024, to $24,865,718[123]. Internal Controls and Reporting - As of March 31, 2024, the company's disclosure controls and procedures were deemed not effective due to a material weakness in internal control over financial reporting[129]. - Management does not believe that any recently issued accounting pronouncements would have a material effect on the audited financial statements[128]. - There were no changes in internal control over financial reporting during the quarter that materially affected the company's reporting[130]. Risk Factors - The company is classified as a smaller reporting company and is not required to provide certain risk factor information[130]. - As of the date of the report, there have been no material changes to the risk factors disclosed in previous filings[130].

IPO and Financial Overview - 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[27]. - 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[29]. - The total gross proceeds from the Initial Public Offering were $115,000,000, with an additional $5,200,750 raised from private placement units[187][188]. - The company incurred transaction costs of $5,688,352 related to the Initial Public Offering, including $1,725,000 in cash underwriting fees[190]. - Offering costs associated with the Initial Public Offering totaled $513,352, which were charged to additional paid-in capital upon completion[210]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[78]. - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[186]. Business Combination and Strategy - The company intends to focus on acquiring U.S. companies in the disruptive technology sector, particularly in AI and related innovations[25]. - The management team aims to leverage its experience to improve operational efficiency and drive revenue growth through acquisitions[34]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[40]. - The company may structure its initial business combination to acquire less than 100% of the target business, provided it owns or acquires at least 50% of the voting securities[47]. - The company has a limited time of 24 months to complete its initial business combination, extendable to 33 months[58]. - The company has until April 18, 2024, to complete a Business Combination, with a possible extension to November 18, 2024[193]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $2,911,502, driven by investment income of $4,809,102 and a gain on extinguishment of notes payable of $144,443[92]. - Cash used in operating activities for the year ended December 31, 2023, was $1,766,109, with net income affected by interest earned on investments held in the trust account[96]. - The company had cash of $17,578 and no cash equivalents as of December 31, 2023[95]. - The accumulated deficit increased to $(3,327,054) as of December 31, 2023, from $(3,229,704) as of December 31, 2022[177]. - The company reported a basic and diluted net income per share of $0.34 for redeemable shares and a loss of $0.16 for non-redeemable shares for the year ended December 31, 2023[216]. Market and Industry Insights - The global AI software market is projected to grow to approximately $126 billion by 2025, with a compound annual growth rate (CAGR) of about 21% from 2021 to 2025[32][33]. - Global investment in AI is expected to increase from approximately $50.1 billion in 2020 to over $110 billion by 2024[32]. - North America is anticipated to account for approximately 56% of the overall growth in the AI market[33]. Governance and Management - The board of directors consists of five members, with terms divided into three classes, each serving a three-year term[121]. - The current Chief Executive Officer, Ray Chen, has been in position since August 2023, bringing extensive experience from previous roles in various companies[114]. - The independent directors of the Company include Neil Bush, Jonathan McKeage, and Jeffrey Moseley, as determined by the board in accordance with Nasdaq listing standards[158]. - The board of directors has established an audit committee and a compensation committee, both comprised solely of independent directors[128][132]. Risks and Compliance - If the company fails to regain compliance with Nasdaq Listing Rule 5450(a)(2), it risks suspension or delisting of its securities[68]. - The company may face significant material adverse consequences if it is unable to list its securities on another national exchange after potential delisting from Nasdaq[70]. - The company has incurred and expects to incur significant costs associated with the business combination, which will reduce available cash for other corporate purposes[65]. - A new 1% U.S. federal excise tax on stock repurchases may apply to the company starting in 2023, posing a risk to future redemptions[67]. - The company has a working capital deficit that raises substantial doubt about its ability to continue as a going concern[196]. Internal Controls and Financial Reporting - As of December 31, 2023, the company identified a material weakness in its internal control over financial reporting[108]. - Management assessed that internal control over financial reporting was not effective as of December 31, 2023, due to issues related to financial reporting systems and accounting for accruals[110]. - The company plans to assess resource needs and roles within the accounting and financial reporting staff to address the identified material weakness[111]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[112].

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 [101]. - For the nine months ending September 30, 2023, the company achieved a net income of $2,304,898, consisting of investment income of $3,989,390, with expenses totaling $890,821 and tax expense of $793,671 [103]. - Investment income increased in 2023 compared to 2022 due to rising interest rates [101]. Cash and Debt Position - The company had cash of $5,496 and no cash equivalents as of September 30, 2023 [106]. - As of September 30, 2023, the company had no long-term debt or capital lease obligations, with a deferred fee of $3,450,000 payable upon closing of a business combination [108]. 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 [94]. - The company has until November 18, 2023, to complete a business combination, raising substantial doubt about its ability to continue as a going concern if not completed [105]. - 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 [99]. Shareholder Activity - 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 [96]. Operational Status - The company has not generated any operating revenues to date, with activities focused on organizational efforts and identifying a target company for a business combination [100].

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 [92]. - 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 [94]. - The company incurred higher expenses in 2023 compared to 2022 due to due diligence costs related to a potential business combination transaction [92]. - The company’s investment income increased in 2023 compared to 2022 due to rising interest rates [92]. Business Combination - The company has not generated any operating revenues to date and will only do so after completing its initial business combination [91]. - The company has until May 18, 2023, to complete a business combination, raising substantial doubt about its ability to continue as a going concern if not completed [95]. - The company filed a definitive proxy statement on July 28, 2023, to extend the deadline for completing its initial business combination up to six times for an additional month each time, potentially extending to February 18, 2024 [90]. - 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 [99]. Financial Position - As of June 30, 2023, the company had $48,778 in cash and no cash equivalents [96]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2023 [98].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $807,289, driven by investment income of $1,288,498, offset by expenses of $221,125 and tax expense of $260,084[94]. - There were no revenues generated to date, as the company has not yet completed its initial Business Combination[93]. Liquidity and Financial Position - As of March 31, 2023, the company had $150,257 in cash and no cash equivalents, indicating limited liquidity[96]. - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2023[96]. Business Combination and IPO - The company has until May 18, 2023, to complete a Business Combination, after which a mandatory liquidation may occur if not completed[95]. - The company has incurred significant costs related to its Initial Public Offering and continues to seek an appropriate target for its Business Combination[92]. - 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 the Business Combination[97]. Risk Management - The company has not experienced any market or interest rate risk due to its investments in U.S. government treasury securities[100]. - There have been no material changes to the risk factors disclosed in previous filings, indicating a stable risk environment[105]. Compliance and Controls - The company has effective disclosure controls and procedures as of March 31, 2023, ensuring compliance with SEC regulations[101].

Initial Public Offering - 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[28]. - 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[30]. - The company incurred offering costs of $513,352 related to the Initial Public Offering, which were charged to additional paid-in capital[181]. - 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[210]. - 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[198]. Financial Performance - The company had a net income of $700,015 for the year ended December 31, 2022, consisting of investment income of $1,676,585, offset by expenses of $666,311 and tax expense of $310,259[77]. - The company reported an accumulated deficit of $(3,229,704) as of December 31, 2022, compared to $(438) as of December 31, 2021[150]. - Basic and diluted net income per share of Class A common stock for the year ended December 31, 2022, was $0.05, compared to $(0.00) for the previous period[152]. - Total expenses for the year ended December 31, 2022, amounted to $666,311, compared to $438 for the period from inception through December 31, 2021[152]. - The company generated total other income of $1,676,585 from investments held in the Trust Account for the year ended December 31, 2022[152]. Market Overview - The global AI software market is projected to grow to approximately $126 billion by 2025, with a CAGR of about 21% from 2021 to 2025[33][34]. - The global robotics market is expected to reach nearly $210 billion by 2025, with a CAGR of approximately 26%[35]. - Investments in robotics surged to approximately $6.3 billion from March 2020 to March 2021, a nearly 50% increase from the previous year[35]. - The commercial robotics market was valued at $10.91 billion in 2020 and is expected to grow to $58.56 billion by 2026, representing a CAGR of 33.21%[36]. - North America is anticipated to account for approximately 56% of the overall growth in the AI market[34]. Business Strategy - The company aims to focus on acquiring U.S. companies in the disruptive technology sector, particularly in AI and robotics[26]. - The company has not yet selected a specific business combination target and has not initiated substantive discussions with any potential targets[44]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire at least 50% of the target's outstanding voting securities[51]. - The company has until May 18, 2023, to complete a Business Combination, or it will face mandatory liquidation[77]. - The company may extend the period to consummate a Business Combination up to 18 months, requiring the Sponsor to deposit $1,150,000 for each three-month extension[133]. Financial Position - As of December 31, 2022, the company had $262,756 in cash and no cash equivalents[78]. - As of December 31, 2022, the total current assets amounted to $420,370, a significant increase from $5,000 as of December 31, 2021[150]. - The marketable securities held in the Trust Account were valued at $118,976,585 as of December 31, 2022[150]. - Total current liabilities increased to $787,635 as of December 31, 2022, compared to $115,893 as of December 31, 2021[150]. - The company has negative working capital, raising substantial doubt about its ability to continue as a going concern[146]. Corporate Governance - The audit committee consists of independent directors, with Aroop Zutshi serving as the chair and qualifying as an "audit committee financial expert"[105]. - The company has established an audit committee charter detailing its principal functions, including oversight of the independent registered public accounting firm[105]. - The company established a compensation committee consisting of two independent members, Aroop Zutshi and Jeffrey Moseley, with Mr. Moseley as the chair[106]. - The compensation committee is responsible for reviewing and approving executive compensation, including annual evaluations and incentive plans[108]. - No cash compensation has been paid to executive officers or directors prior to the consummation of an initial business combination, with only out-of-pocket expenses being reimbursed[117]. Risks and Compliance - The company is subject to risks associated with being an early-stage and emerging growth company, with no assurance of successfully completing a business combination[164]. - The company may face foreign ownership restrictions and CFIUS review, which could limit its ability to complete a business combination with U.S. target companies[62]. - The financial statements do not include adjustments that might result from the company's inability to continue as a going concern[169]. - The company is currently evaluating the impact of the COVID-19 pandemic, which may negatively affect its financial position and operations[170]. - The company has significant credit risk concentration due to its cash account exceeding insured limits[177]. Shareholder Information - The company’s sponsor, FutureTech Partners II LLC, owns approximately 22.3% of the outstanding shares[62]. - The founder shares held by initial stockholders represent 19.2% of the outstanding shares, allowing them to influence significant corporate transactions[126]. - The Company is authorized to issue up to 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock[215]. - Holders of insider shares and Private Placement Units are entitled to registration rights, allowing them to demand registration of their securities[209]. - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after that[218].