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].

Financial Performance - As of September 30, 2022, the company reported a net loss of $129,141 for the three months ended, primarily due to operating expenses of $580,823 and interest income of $608,230 from investments held in the Trust Account[118]. - For the nine months ended September 30, 2022, the company had a net loss of $294,551, with general and administrative expenses totaling $824,303 and interest income of $696,468[119]. IPO and Capital Raising - The company completed its IPO on December 9, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 units at $10.00 per unit[120]. - The total gross proceeds from the over-allotment option exercised by underwriters amounted to $15 million, bringing the total to $115 million from the IPO and over-allotment[121]. - The underwriters fully exercised their option to purchase 1,500,000 additional Units, generating gross proceeds of $11,500,000[135]. - The company has agreed to sell $15 million in PIPE Preferred Shares with a 10% monthly compound dividend to raise additional capital for the merger[111]. Trust Account and Use of Funds - As of September 30, 2022, the company held investments in the trust account totaling $117,421,567, with interest income of $696,468 available for tax payments[125]. - 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 and growth strategies[126]. - As of September 30, 2022, the company had cash of $326,172 held outside the trust account, intended for identifying and evaluating target businesses[127]. Business Combination and Operations - The company entered into a Merger Agreement on August 3, 2022, to acquire Tomorrow Crypto for a total consideration of $210 million, with potential earn-out provisions based on performance milestones[110]. - The company has not commenced any operations and will not generate operating revenues until after completing an initial business combination[117]. - The company has until March 9, 2023, to consummate a Business Combination, or it will face mandatory liquidation and potential dissolution[132]. - As of September 30, 2022, there were no working capital loans outstanding, and the company may need to raise additional capital if the Business Combination is not consummated[130]. Financial Obligations and Risks - The company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of September 30, 2022[133]. - The company does not have any long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[134]. - As of September 30, 2022, the company was not subject to any market or interest rate risk, with net proceeds held in U.S. government securities[144]. Accounting Policies - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[137]. - The company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities[139]. - The company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance[141]. Underwriter Agreements - The company has granted a right of first refusal to the underwriters for future public and private equity and debt offerings for a period of 18 months after the Business Combination[136].

Financial Performance - As of June 30, 2022, the company reported a net loss of $52,981 for the three months and $255,242 for the six months, primarily due to general and administrative expenses [95][96]. - The company has accrued Delaware franchise taxes of $100,000 for the six months ended June 30, 2022 [96]. - As of June 30, 2022, the company reported a net loss per share, with weighted average shares reduced by 375,000 due to potential forfeiture conditions [115]. IPO and Fundraising - The company generated gross proceeds of $100,000,000 from its IPO of 10,000,000 units, with each unit priced at $10.00 [97]. - The underwriters exercised the over-allotment option, generating additional gross proceeds of $15,000,000 from the issuance of 1,500,000 units [98]. - The company incurred offering costs of $6,887,896 related to the IPO, including $2,300,000 in underwriting fees [99]. - The company may need to raise additional funds to complete its business combination or to cover redemptions of public shares [107]. Trust Account and Investments - The total investment held in the trust account was $116,813,337 as of June 30, 2022, with interest income of $88,238 for the six months ended June 30, 2022 [102]. - The company intends to use substantially all funds in the trust account to complete its initial business combination [103]. - The company had cash held outside the trust account amounting to $516,280 as of June 30, 2022, intended for operational expenses and due diligence on target businesses [104]. Debt and Financial Risk - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2022 [108][109]. - As of June 30, 2022, the company was not subject to market or interest rate risk, with net proceeds held in U.S. government securities or money market funds [119]. Reporting and Compliance - 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 post-IPO [113]. - The company accounts for warrants based on specific terms, determining that both Public Warrants and Private Placement Warrants qualify for equity accounting treatment [116].

Financial Performance - The Company reported a net loss of $202,261 for the three months ended March 31, 2022, primarily due to operating expenses[97]. - The Company reported a net loss per share, with basic and diluted loss per share being the same due to the absence of dilutive securities as of March 31, 2022[117]. Initial Public Offering (IPO) - The Company completed its IPO on December 9, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 units at $10.00 per unit[98]. - An additional 1,500,000 units were sold through the over-allotment option, generating gross proceeds of $15 million[99]. - The Company incurred offering costs of $6,887,896 related to the IPO, including $2,300,000 in underwriting fees[100]. Financial Position - As of March 31, 2022, the Company held $116,726,356 in the trust account, which is intended to be used for the initial business combination[103]. - The Company had $636,216 in cash held outside the trust account as of March 31, 2022, down from $812,232 at the end of 2021[105]. - The Company has no long-term debt or off-balance sheet arrangements as of March 31, 2022[110][111]. Future Financing - The Company intends to use substantially all funds in the trust account for the initial business combination and related operational financing[104]. - The Company may need additional financing to complete its business combination or to cover redemptions of public shares[109]. Accounting Policies and Risks - The Company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[116]. - Management does not believe that any recently issued accounting standards would materially affect the condensed financial statements as of March 31, 2022[119]. - As of March 31, 2022, the Company was not subject to any market or interest rate risk, with net proceeds held in U.S. government securities or money market funds[120]. - The Company determined that the Public Warrants and Private Placement Warrants qualify for equity accounting treatment after a review of the warrant agreement[118]. Tax and Interest Income - Interest income from the trust account may be used to pay taxes, with no withdrawals made for tax payments through March 31, 2022[103].

Financial Performance - The company reported a net loss of $135,550 for the period from March 24, 2021, to December 31, 2021, primarily due to general and administrative expenses of $135,649, partially offset by interest income of $99[233]. - The company had no revenues generated to date and does not expect to generate operating revenues until after the completion of its initial business combination[232]. - Cash used in operating activities from inception through December 31, 2021, was $324,872[239]. IPO and Fundraising - The company completed its IPO on December 9, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 units at $10.00 per unit[235]. - An additional 1,500,000 units were sold through the underwriters' over-allotment option, generating gross proceeds of $15 million[236]. - Offering costs for the IPO and the underwriters' over-allotment option amounted to $6,887,896, including $2,300,000 in underwriting fees[237]. Trust Account and Capital Utilization - As of December 31, 2021, the company had $116,725,099 held in a trust account, which will be used to complete its initial business combination[240]. - The company intends to utilize substantially all funds in the trust account for its initial business combination and any remaining proceeds for working capital[241]. - As of December 31, 2021, the company had $812,232 in cash held outside the trust account for operational expenses related to identifying and evaluating target businesses[242]. Debt and Accounting - The company has no long-term debt or off-balance sheet arrangements as of December 31, 2021[246]. - The Company accounts for public and private warrants as equity-classified instruments based on specific terms and applicable guidance, qualifying for equity accounting treatment[253]. - Management does not anticipate that recently issued accounting standards will materially affect financial statements[254]. Regulatory Status - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[255]. - 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[256]. - As a smaller reporting company, the Company is not required to provide quantitative and qualitative disclosures about market risk[257].

Financial Performance - As of September 30, 2021, the company reported a net loss of $1,000 for both the three months ended and the period from inception through September 30, 2021, primarily due to general and administrative expenses[85]. - The Company reported a net loss per share, calculated by dividing net loss by the weighted average number of common stock outstanding during the period[106]. - As of September 30, 2021, the Company had no dilutive securities, resulting in diluted loss per share being the same as basic loss per share[106]. Initial Public Offering (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[87]. - In addition to the IPO, the company raised $5,175,000 from the sale of 517,500 Private Placement Units at $10.00 each[88]. - The underwriters exercised an over-allotment option, resulting in an additional $15,000,000 in gross proceeds from the sale of 1,500,000 units[89]. - Total cash placed in the Trust Account after the IPO and over-allotment was $116,725,000, which will be invested in U.S. government securities[92]. Cash and Debt Management - The company has no cash used in operating activities as of September 30, 2021[93]. - The company had $70,000 in borrowings under a promissory note as of September 30, 2021, which was repaid on December 13, 2021[95]. - The company does not have any long-term debt or capital lease obligations as of September 30, 2021[99]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[94]. - The company has not entered into any off-balance sheet financing arrangements as of September 30, 2021[98]. Risk Management - As of September 30, 2021, the Company was not subject to any market or interest rate risk, with net proceeds held in U.S. government securities[109]. - The investments in the Trust Account have a maturity of 180 days or less, minimizing exposure to interest rate risk[109]. Accounting Policies - The Company accounts for warrants based on specific terms, determining that Public Warrants and Private Placement Warrants qualify for equity accounting treatment[107]. - Management believes that recently issued accounting standards, if adopted, would not have a material effect on the condensed financial statements[108].