Financial Performance - As of March 31, 2025, the company reported a net loss of $738,555, which included interest expense of $285,197 and general and administrative expenses of $270,256[176] - For the three months ended March 31, 2024, the company had a net loss of $375,307, driven by operating expenses of $603,471 and interest expense of $33,395[177] - The company generated non-operating income of $32,099 from interest on cash held in the Trust Account for the three months ended March 31, 2025[176] IPO and Fundraising - The company completed its IPO on December 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[178] - The company raised a total of $15,000,000 from the issuance of 1,500,000 units at a price of $10.00 per unit during the IPO[179] - Offering costs for the IPO and the exercise of the underwriters' Over-allotment Option amounted to $6,887,896, including $2,300,000 in underwriting fees[180] - The company has raised an aggregate of $3,479,911 from PIPE Investors at a purchase price of $10.00 per share, excluding a terminated $40 million subscription[167] Business Combination and Compliance - The company has extended the deadline to complete its initial business combination to June 9, 2025, having done so six times under its amended certificate of incorporation[164] - The company entered into a Merger Agreement on January 30, 2024, with Alps Global Holding Pubco, which will result in Alps Holdco becoming a wholly-owned subsidiary of PubCo[165] - The company received a delisting notice from Nasdaq on December 10, 2024, due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[172] - Following the delisting, the company's securities have been quoted on the OTC Pink market since December 17, 2024[173] - The Company has until June 9, 2025, to complete the initial business combination, with substantial doubt raised about its ability to continue as a going concern if not completed[212] Debt and Liabilities - As of March 31, 2025, the company had borrowed a total of $3,844,923 under various promissory notes, which includes $16,570 in additional interest expense[206] - The company entered into multiple promissory notes with Public Gold Marketing Sdn Bhd, totaling $2,500,000 for working capital and extension fees, all repayable upon consummation of an initial business combination[190][191][192][193][194][196][197][198][199][201][202][203] - The company recorded a gain on modification of terms of promissory notes and advances from affiliates amounting to $880,656[206] - As of March 31, 2025, the company had $334,885 in convertible debt and $390,000 in advances reflected in its consolidated balance sheets[208] - The net amount of the convertible notes related to parties, after accounting for the debt discount, was $4,179,808 as of March 31, 2025[219] - The aggregate principal amount owed to related parties in connection with promissory notes was $4,507,595, reflecting an increase from $4,445,458 as of December 31, 2024[219] Cash Management - As of March 31, 2025, cash held in the Trust Account was $3,561,690, with interest income of $32,099 for the three months ended March 31, 2025[186] - The company intends to use substantially all funds in the Trust Account to complete its business combination[187] - The company has instructed to liquidate U.S. government securities held in the Trust Account and hold all funds in cash until the consummation of the initial business combination or liquidation[182] - The company plans to repay working capital loans from the proceeds of the Trust Account if the initial business combination is completed[189] Reporting and Compliance - The Company intends to evaluate the benefits of relying on reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for up to five years following the IPO[222] - The Company adopted ASU 2023-07 for the year ended December 31, 2024, which requires enhanced segment reporting disclosures[227] - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of March 31, 2025[214] - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities as of March 31, 2025[213] Underwriting and Fees - The underwriters are entitled to a deferred underwriting discount of $0.35 per unit, totaling $4,025,000, contingent upon the completion of an initial business combination[216] - The promissory note issued to a third party was non-interest bearing, with an aggregate amount owed of $30,000 as of March 31, 2025[220]

Financial Performance - As of December 31, 2024, the company reported a net loss of $978,445, primarily due to operating expenses of $1,569,710 and interest expenses of $188,203, partially offset by interest income of $1,285,520 from the Trust Account[294]. - For the year ended December 31, 2023, the company achieved a net income of $1,320,324, driven by interest income of $3,090,407 from the Trust Account[295]. - For the year ended December 31, 2024, cash used in operating activities was $2,039,334, with a net loss of $978,445[301]. - For the year ended December 31, 2023, cash used in operating activities was $1,402,478, with a net income of $1,320,324[302]. - Interest income on the Trust Account for the year ended December 31, 2024, was $1,285,520, which may be used to pay taxes[303]. Business Combination and IPO - The company completed its IPO on December 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[296]. - The company has extended the deadline to complete its initial business combination to April 9, 2025, having done so four times under its amended certificate of incorporation[286]. - On January 30, 2024, the company entered into a Merger Agreement with Alps Holdco, which will be executed in two steps, subject to stockholder approval[287]. - The Company has until April 9, 2025, to complete the initial business combination, or it will face mandatory liquidation[324]. - The Company intends to use substantially all funds in the Trust Account to complete a business combination, with remaining proceeds used for working capital[304]. Trust Account and Cash Management - Following the IPO, $116,725,000 was placed in the Trust Account, initially invested in U.S. government securities[299]. - As of December 31, 2024, cash held in the Trust Account was $3,349,591, down from $28,668,218 as of December 31, 2023[303]. - The company has instructed its trustee to liquidate U.S. government securities in the Trust Account and hold all funds in cash to mitigate the risk of being deemed an unregistered investment company[300]. - The Company has $253,507 in cash held outside the Trust Account as of December 31, 2024, compared to $79,073 in 2023[305]. Debt and Capital Requirements - As of December 31, 2024, the total amount owed in connection with promissory notes was $4,445,458, an increase from $1,757,255 as of December 31, 2023[330]. - The company may need to raise additional capital if the initial business combination is not consummated, which could impact liquidity[323]. Compliance and Reporting - The company received a delisting notice from Nasdaq on December 10, 2024, due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[292]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[332]. - Management's financial statements are prepared in accordance with U.S. GAAP, with significant accounting policies requiring professional judgment in estimates[333]. - The company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures[337]. Accounting and Valuation - The company classifies warrants as either equity or liability based on specific terms, with public warrants treated as equity and private warrants as liabilities[334]. - Private Placement Warrants are valued using assumptions related to exercise price, market price, expected life, and risk-free interest rate[335]. - Management does not anticipate that recently issued accounting standards will materially affect consolidated financial statements as of December 31, 2024[336].

Financial Performance - As of September 30, 2024, the Company reported a net loss of $116,747, primarily due to operating expenses including general and administrative expenses of $287,590 and interest expense of $51,814 [147]. - For the nine months ended September 30, 2024, the Company had a net loss of $709,239, with total operating expenses of $1,310,672 and interest income of $1,036,806 from the Trust Account [148]. - For the nine months ended September 30, 2023, cash used in operating activities was $1,174,478, with a net income of $1,224,868 impacted by interest earned on cash and investments of $2,550,909 [157]. IPO and Fundraising - The Company generated gross proceeds of $100,000,000 from its IPO, selling 10,000,000 units at $10.00 per unit, and an additional $15,000,000 from the over-allotment option [151][152]. - The Company entered into PIPE Subscription Agreements to raise $40,200,000 by issuing shares at $10.00 per share, aimed at funding operations post-business combination [143][144]. - The Company incurred offering costs of $6,887,896 related to the IPO and over-allotment option, including $2,300,000 in underwriting fees [153]. Trust Account and Cash Management - The Trust Account held $116,725,000 in net proceeds from the IPO, initially invested in U.S. government securities [154]. - As of September 30, 2024, cash held in the Trust Account was $29,811,256, with interest income of $1,036,806 for the nine months ended September 30, 2024, of which $433,768 was withdrawn for taxes [159]. - The Company has liquidated U.S. government securities in the Trust Account to hold all funds in cash to mitigate risks associated with being deemed an unregistered investment company [155]. - As of September 30, 2024, cash held outside the Trust Account was $65,221, intended for evaluating target businesses and conducting due diligence [161]. Business Combination and Operations - The Company has until December 9, 2024, to complete its initial business combination, having extended the deadline multiple times since its IPO [140]. - The Company has not commenced any operations as of September 30, 2024, and will not generate operating revenues until after completing a business combination [146]. - The Company intends to use substantially all funds in the Trust Account to complete a business combination, with remaining proceeds allocated for working capital and potential acquisitions [160]. - The Company has until December 9, 2024, to complete the initial business combination, with substantial doubt raised about its ability to continue as a going concern if not completed [177]. Debt and Capital Needs - The total amount owed in connection with promissory notes as of September 30, 2024, was $3,736,066, including accrued interest [182]. - The Company has entered into multiple promissory notes with Public Gold Marketing Sdn Bhd, totaling $2,040,000 for extension fees and working capital, all fully borrowed as of September 30, 2024 [163][164][165][166][167][169][170][171][172][173][174]. - The Company may need to raise additional capital if the initial business combination is not consummated, which could involve loans or investments from various stakeholders [175]. Accounting and Compliance - The Company has submitted an application to transfer its securities from Nasdaq Global Market to Nasdaq Capital Market and regained compliance with listing requirements [141]. - There are no off-balance sheet arrangements or long-term liabilities as of September 30, 2024 [178][179]. - The Company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance [187]. - Public warrants meet the criteria for equity treatment, while private warrants are classified as liabilities at fair value [187]. - The fair value of private placement warrants is estimated using assumptions related to exercise price, market price, expected life, and risk-free interest rate [188]. - The Company does not expect any recently issued accounting standards to materially affect its financial statements as of September 30, 2024 [189]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies [191].

Financial Performance - As of June 30, 2024, the company reported a net loss of $217,185, primarily due to operating expenses of $419,611 and interest expense of $43,602, partially offset by interest income of $344,645 from the Trust Account[134]. - For the six months ended June 30, 2024, the company had a net loss of $592,492, with general and administrative expenses totaling $1,023,082 and interest income of $687,312 from the Trust Account[135]. - The company generated a net income of $287,632 for the three months ended June 30, 2023, driven by interest income of $671,639 from the Trust Account[136]. - For the six months ended June 30, 2023, cash used in operating activities was $1,039,268, with a net income of $970,571[144]. IPO and Trust Account - The company completed its IPO on December 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[138]. - Following the IPO, $116,725,000 was placed in the Trust Account, initially invested in U.S. government securities[141]. - As of June 30, 2024, cash held in the Trust Account was $29,281,763, with interest income of $687,312 for the six months ended June 30, 2024[146]. - The Company intends to use substantially all funds in the Trust Account to complete a business combination, with remaining proceeds for working capital or acquisitions[147]. Business Combination and Capital Raising - The company has extended the deadline to complete its initial business combination to September 9, 2024, with the possibility of further extensions up to December 9, 2024[126]. - A Merger Agreement was entered into on January 30, 2024, for a business combination with Alps Holdco, which will involve a two-step merger process[128]. - The company plans to raise additional capital through a PIPE Investment, agreeing to issue shares at $10.00 per share for a total of $40,000,000[130]. - If the initial business combination is not consummated, the Company may need to raise additional capital, which could impact liquidity and operations[161]. Promissory Notes and Liabilities - The Company has entered into multiple promissory notes totaling $2,390,000 for extension fees and working capital, all of which have been fully borrowed as of June 30, 2024[150][151][152][153][154][156][157][158][159][160]. - As of June 30, 2024, the total amount owed in connection with promissory notes was $3,384,252, including accrued interest[178]. - The company entered into a promissory note subscription term sheet for $400,000 at an interest rate of 6% per annum, fully borrowed as of June 30, 2024[177]. - There are no off-balance sheet arrangements or long-term liabilities as of June 30, 2024[164][165]. Internal Controls and Compliance - Management identified a material weakness in internal controls related to the restatement of financial statements, affecting the effectiveness of disclosure controls and procedures[188]. - The company plans to enhance processes to better evaluate and apply accounting requirements over time[190]. - Management does not expect recently issued accounting standards to materially affect the financial statements as of June 30, 2024[185]. - There were no changes in internal control over financial reporting that materially affected the company during the most recent fiscal quarter[190]. Legal and Regulatory Matters - The company has no legal proceedings pending as of the report date[191]. - The underwriters are entitled to a deferred underwriting discount of $4,025,000, payable only if the Company completes an initial business combination[166]. - Chardan Capital Markets, LLC has a right of first refusal for future public and private equity and debt offerings for 18 months post-initial business combination[167]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[180]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[181].

Financial Performance - As of March 31, 2024, the company reported a net loss of $375,307, primarily due to operating expenses of $603,471 and interest expense of $33,395 [122]. - For the three months ended March 31, 2023, the company had a net income of $682,939, driven by interest income of $1,257,477 from investments held in the Trust Account [123]. - Cash used in operating activities for the three months ended March 31, 2024, was $885,807, compared to $79,619 for the same period in 2023 [129][130]. Cash and Investments - The company had cash held in the Trust Account of $29,047,273 as of March 31, 2024, with interest income of $342,667 for the quarter [131]. - As of March 31, 2024, the company had $6,878 in cash held outside of the Trust Account, down from $79,073 as of December 31, 2023 [134]. - The company intends to use substantially all funds in the Trust Account to complete its business combination, with remaining proceeds allocated for working capital [132]. Business Combination and Extensions - The company has extended the deadline to complete its initial business combination to June 9, 2024, with the possibility of further extensions up to December 9, 2024 [120]. - The Company has until June 9, 2024, to consummate a business combination, with a possible extension to December 9, 2024 [146]. - If the initial business combination is not consummated, the Company may need to raise additional capital through loans or investments, which may not be guaranteed [145]. Debt and Liabilities - The company has no working capital loans outstanding as of March 31, 2024, despite having entered into promissory notes totaling $640,000 for extension fees [135][136]. - As of March 31, 2024, the total amount owed in connection with promissory notes was $2,640,649, including accrued interest [160]. - The Company entered into multiple promissory notes with Public Gold Marketing Sdn Bhd, totaling $1,660,000 for working capital and extension fees, all of which had been fully borrowed by March 31, 2024 [139][140][143][144][152][153]. - The promissory notes bear an interest rate of 6% per annum and are repayable upon consummation of an initial business combination [139][140][143][144]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of March 31, 2024 [149]. IPO and Offering Costs - The company generated gross proceeds of $100,000,000 from its IPO, selling 10,000,000 units at $10.00 per unit [124]. - The company incurred offering costs of $6,887,896 related to the IPO and the exercise of the underwriters' over-allotment option [126]. - The underwriters are entitled to a deferred underwriting discount of $4,025,000 from the closing of the IPO, payable only if the Company completes an initial business combination [150]. Internal Controls and Compliance - The company identified a material weakness in its disclosure controls related to the reclassification of private warrants and timely tax return filings, concluding that its disclosure controls and procedures were not effective as of March 31, 2024 [168]. - There were no changes in the internal control over financial reporting during the most recent fiscal quarter that materially affected the internal control [170]. - The company plans to enhance processes to better evaluate complex accounting standards, including providing increased access to accounting literature and improved communication among personnel [170]. Going Concern and Growth Status - The Company intends to complete a business combination before the mandatory liquidation date to avoid substantial doubt about its ability to continue as a going concern [146]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [160].

Financial Performance - As of December 31, 2023, the company reported a net income of $1,320,324, primarily from interest income of $3,090,407 and a change in fair value of warrant liabilities of $4,389, offset by operating expenses of $991,868 and taxes totaling $529,505 [330]. - The company had cash used in operating activities of $1,402,478 for the year ended December 31, 2023, with net income impacted by interest earned on cash and investments held in the trust account [338]. - The company incurred offering costs of $6,887,896 related to its IPO, including $2,300,000 in underwriting fees [335]. Capital Structure - The company generated gross proceeds of $100,000,000 from its IPO, with an additional $15,000,000 from the over-allotment option, totaling $115,000,000 in gross proceeds [333][334]. - The underwriters are entitled to a deferred underwriting discount of $4,025,000 from the closing of the IPO, payable only if the Company completes an initial business combination [354]. - The Company has granted a right of first refusal to Chardan Capital Markets, LLC, for future public and private equity and debt offerings for 18 months post-initial business combination [355]. Trust Account and Investments - As of December 31, 2023, the company held investments in the trust account amounting to $28,668,218, down from $118,408,969 in 2022 [340]. - As of December 31, 2023, the company had $79,073 in cash held outside the trust account, down from $81,763 in 2022 [342]. - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds allocated for working capital [341]. Business Combination and Compliance - The company has extended the termination date for its initial business combination to December 9, 2024, with provisions for monthly extensions [326][327]. - The Company has until April 9, 2024, to consummate a business combination, with a possible extension to December 9, 2024 [351]. - The Company intends to complete a business combination before the mandatory liquidation date to avoid dissolution [351]. - The company was notified by Nasdaq of non-compliance with listing rules due to insufficient total holders, requiring at least 400 for continued listing [325]. Debt and Financial Obligations - As of December 31, 2023, the total amount owed in connection with promissory notes was $1,757,255, including accrued interest [361]. - The Company entered into multiple promissory notes with Public Gold Marketing Sdn Bhd, totaling $1,450,000 for extension fees and working capital, all of which had been fully borrowed by December 31, 2023 [344][345][346][347][348]. - The promissory notes bear an interest rate of 6% per annum and are repayable upon consummation of an initial business combination [344][345][346][347][348]. - If the initial business combination is not consummated, the Company may need to raise additional capital through loans or investments, which may not be guaranteed [350]. - The Company has no long-term debt, capital lease obligations, or off-balance sheet arrangements as of December 31, 2023 [352][353]. Company Classification - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of certain accounting standards [362].

Financial Performance - As of September 30, 2023, the company reported a net income of $254,297, primarily from interest income of $621,793 and a change in fair value of warrant liabilities of $1,824, offset by operating expenses of $259,829[120]. - For the nine months ended September 30, 2023, the company achieved a net income of $1,224,868, with interest income totaling $2,550,909, while incurring operating expenses of $715,665[121]. - For the nine months ended September 30, 2022, the net loss was $294,551, influenced by interest earned on investments of $696,468 and changes in fair value of warrant liabilities of $80,370[131]. Trust Account and IPO - The company had a total of $116,725,000 placed in a trust account from the IPO proceeds, which was invested in U.S. government securities[128]. - The company completed its IPO on December 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units[124]. - The Company intends to utilize substantially all funds in the Trust Account to complete its initial Business Combination, with remaining proceeds allocated for working capital and growth strategies[133]. - As of September 30, 2023, cash and investments held in the Trust Account amounted to $51,409,210, down from $118,408,969 as of December 31, 2022[132]. Business Combination and Extensions - The company has extended the termination date for completing a business combination to December 9, 2023, with deposits of $390,000 for three-month extensions and $130,000 for one-month extensions[111][113][114][115][116][117]. - The Company has until December 9, 2023, to consummate an initial Business Combination, after which mandatory liquidation may occur if no extension is requested[142]. - The company redeemed approximately 6,756,695 shares of common stock for cash at an approximate price of $10.35 per share, totaling around $69.92 million[111]. Cash Flow and Operating Activities - Cash used in operating activities for the nine months ended September 30, 2023, was $1,174,478, influenced by interest earned and changes in fair value of warrant liabilities[130]. - As of September 30, 2023, the Company had $137,073 in cash held outside the Trust Account, an increase from $81,763 as of December 31, 2022[134]. - The Company has entered into multiple promissory notes totaling $1,340,000 for extension fees, all of which have been fully borrowed as of September 30, 2023[149]. - The aggregate amount owed in connection with promissory notes, including accrued interest, was $1,373,376 as of September 30, 2023[149]. - There are no outstanding working capital loans as of September 30, 2023, and the terms for any future loans have not been determined[135]. Internal Controls and Compliance - The company identified a material weakness in its disclosure controls related to the restatement of financial statements, specifically concerning the reclassification of private warrants[157]. - As of September 30, 2023, the company's disclosure controls and procedures were deemed ineffective due to issues with timely tax return filings and revisions to earnings per share for the three and nine months ended September 30, 2022[157]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, acknowledging inherent limitations[158]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[159]. - The company plans to enhance processes to better evaluate complex accounting standards applicable to its unaudited condensed consolidated financial statements[159]. - The remediation plan for improving internal controls will take time, and the company cannot assure that these initiatives will achieve the intended effects[159]. Company Classification - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[150].

Financial Performance - As of June 30, 2023, the Company reported a net income of $287,632, primarily from interest income of $671,639, after accounting for operating expenses of $197,410 and taxes[112]. - For the six months ended June 30, 2023, the Company achieved a net income of $970,571, with interest income totaling $1,929,116, offset by operating expenses of $468,947 and taxes of $399,372[113]. - As of June 30, 2023, cash used in operating activities was $1,039,268, influenced by net income and interest earned on investments[121]. Investments and Cash Position - The Company had investments in the Trust Account amounting to $50,657,418 as of June 30, 2023, down from $118,408,969 at the end of 2022[123]. - The Company had $155,394 in cash held outside the Trust Account as of June 30, 2023, up from $81,763 at the end of 2022[125]. - The Company intends to utilize funds in the Trust Account for its initial Business Combination and related operational financing[124]. IPO and Offering Costs - The Company completed its IPO on December 9, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 units, with an additional $15 million from the over-allotment option[116][118]. - The Company incurred offering costs of $6,887,896 related to the IPO and over-allotment option, including $2,300,000 in underwriting fees[119]. - The underwriters are entitled to a deferred underwriting discount of $4,025,000 from the closing of the IPO, payable only if the Company completes an initial Business Combination[136]. Business Combination and Extensions - The Company has extended the Termination Date for its business combination to December 9, 2023, with deposits of $390,000 for each three-month extension[107][109]. - The Company has until September 9, 2023, to consummate an initial Business Combination, after which mandatory liquidation may occur if no extension is requested[132]. - The Company has not commenced any operations as of June 30, 2023, and will not generate operating revenues until after completing a business combination[111]. Debt and Liabilities - As of June 30, 2023, the total amount of promissory notes borrowed for extension fees payment is $1,353,111, which includes $13,111 of interest incurred[142]. - The Company has entered into three promissory note agreements with Public Gold Marketing Sdn Bhd, totaling $1,340,000, all of which have been fully borrowed as of June 30, 2023[128][129][130]. - The promissory notes bear an interest rate of 6% per annum and are repayable upon consummation of an initial Business Combination[128][129][130]. - The Company has no outstanding working capital loans as of June 30, 2023[127]. - There are no off-balance sheet arrangements or long-term liabilities other than registration rights for certain securities[133][134]. Risk Factors - The Company has no market or interest rate risk as of June 30, 2023, with net proceeds held in U.S. government securities[148]. - The Company may need to raise additional capital if the initial Business Combination is not consummated, which could lead to operational cutbacks[131]. - The Company has not made any adjustments to the carrying amounts of assets or liabilities in anticipation of potential liquidation after September 9, 2023[132].

Financial Performance - As of March 31, 2023, the Company reported a net income of $682,939, primarily from interest income of $1,257,477 and a change in fair value of warrant liabilities of $570, offset by operating expenses of $271,537[105]. - The Company had investments held in the Trust Account amounting to $120,037,081 as of March 31, 2023, with interest income of approximately $1.3 million for the quarter, which may be used to pay taxes[114]. - As of March 31, 2023, cash used in operating activities was $79,619, with net income affected by interest earned and changes in fair value of warrant liabilities[112]. - The Company incurred offering costs of $6,887,896 related to the IPO and over-allotment option, including $2,300,000 in underwriting fees[110]. - The underwriters are entitled to a deferred underwriting discount of $4,025,000 from the closing of the IPO, contingent upon the completion of an initial Business Combination[125]. IPO and Fundraising - The Company completed its IPO on December 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units, with an additional $15,000,000 from the over-allotment option[107][109]. - The Company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with remaining proceeds allocated for working capital[115]. Business Operations and Plans - The Company has not commenced any operations as of March 31, 2023, and will not generate operating revenues until after completing an initial Business Combination[104]. - The Company has until June 9, 2023, to consummate an initial Business Combination, after which mandatory liquidation may occur if no extension is requested by the Sponsor[122]. - Management has determined that the liquidity condition raises substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not consummated[122]. Cash and Liabilities - The Company had $21,509 in cash held outside the Trust Account as of March 31, 2023, intended for evaluating target businesses and transaction costs[116]. - As of March 31, 2023, the Company had no off-balance sheet arrangements or long-term liabilities, indicating a clean balance sheet[123][124]. - The Company entered into promissory notes totaling $640,000 for extension fees, with a 6% interest rate, repayable upon consummation of an initial Business Combination[119][120]. - The Company entered into a promissory note for $390,000 with an interest rate of 6% per annum, fully borrowed as of March 31, 2023, and another note for up to $250,000, which remains available for withdrawal[127][128]. Compliance and Reporting - The Company complies with FASB ASC Topic 260 for net income (loss) per share, with no dilutive securities as of March 31, 2023[133]. - The Company accounts for warrants as either equity or liability classified based on specific terms, with private warrants recorded as liabilities[134]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for up to five years[131]. - The Company has not made adjustments to asset or liability carrying amounts in anticipation of potential liquidation after June 9, 2023[122]. Market and Risk Exposure - The Company has no exposure to market or interest rate risk as of March 31, 2023, with net proceeds held in U.S. government securities or money market funds[137].

Financial Performance - As of December 31, 2022, the company reported a net income of $224,242, primarily from interest income of $1,683,870 and a change in fair value of warrant liabilities of $108,300, offset by operating expenses of $1,107,632[310]. - The company incurred cash used in operating activities of $730,469 for the year ended December 31, 2022, influenced by interest earned and changes in fair value of warrant liabilities[316]. - The company had a net loss of $119,631 for the period from inception through December 31, 2021, primarily due to general and administrative expenses[311]. Trust Account and Liquidity - The company had investments held in the trust account totaling $118,408,969 as of December 31, 2022, with interest income available for tax payments[318]. - As of December 31, 2022, the company had $81,763 in cash held outside the trust account, down from $812,232 in 2021, indicating a decrease in available liquidity[320]. - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds allocated for working capital and growth strategies[319]. Business Combination and Operations - The company has until June 9, 2023, to complete a business combination, or it will face mandatory liquidation and potential dissolution[324]. - The merger agreement with Tomorrow was terminated on March 8, 2023, indicating a setback in the company's acquisition plans[308]. - The company has not commenced any operations as of December 31, 2022, and will not generate operating revenues until after completing a business combination[309]. Debt and Financial Obligations - The company has no long-term debt or capital lease obligations, with only registration rights for certain securities[326]. - As of December 31, 2022, the company reported no off-balance sheet arrangements, obligations, or liabilities[325]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[325]. Accounting and Regulatory Matters - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[329]. - The company does not believe that any recently issued accounting standards will materially affect its consolidated financial statements as of December 31, 2022[335]. - The company accounts for warrants as either equity or liability-classified instruments, with private warrants recorded as liabilities at fair value[333]. Market and Risk Factors - As of December 31, 2022, the company was not subject to any market or interest rate risk, with net proceeds held in U.S. government securities[336]. - The company has not made any adjustments to asset or liability carrying amounts in anticipation of potential liquidation[324]. IPO and Additional Financing - The company completed its IPO on December 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[312]. - The underwriters exercised a 45-day option to purchase 1,500,000 additional units, generating gross proceeds of $11,500,000[327]. - The company has the option to extend the termination date of its business combination by up to two three-month extensions and three one-month extensions, with a cost of $390,000 for each three-month extension and $130,000 for each one-month extension[304].