Core Viewpoint - HCM III Acquisition Corp. will allow holders of its initial public offering units to separately trade Class A ordinary shares and warrants starting September 22, 2025 [1] Company Overview - HCM III Acquisition Corp. is a blank check company aimed at executing mergers, amalgamations, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more businesses [2] - The company intends to focus on completing a business combination with an established business of scale that is poised for continued growth and led by a highly regarded management team [2] Management Team - The management team is led by Shawn Matthews as Chairman and CEO, and Steven Bischoff as President and CFO [3] - The Board of Directors includes Richard Donohoe, Craig Goos, and Jacob Loveless [3]

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed financial statements, including balance sheets, operations, equity changes, cash flows, and detailed notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets significantly decreased to **$44.8** million, liabilities reduced, and shareholders' deficit improved due to share redemptions **Total Assets:** | Date | Amount | | :--- | :----------- | | September 30, 2023 | $44,847,360 | | December 31, 2022 | $298,599,516 | **Change:** Decrease of $253,752,156 (approx. 85%) **Cash and marketable securities held in trust account:** | Date | Amount | | :--- | :----------- | | September 30, 2023 | $44,680,719 | | December 31, 2022 | $297,619,343 | **Change:** Decrease of $252,938,624 (approx. 85%) **Total Liabilities:** | Date | Amount | | :--- | :----------- | | September 30, 2023 | $8,729,480 | | December 31, 2022 | $16,956,165 | **Change:** Decrease of $8,226,685 (approx. 48.5%) **Shareholders' Deficit:** | Date | Amount | | :--- | :----------- | | September 30, 2023 | $(8,562,839) | | December 31, 2022 | $(15,975,992) | **Change:** Improvement of $7,413,153 [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net loss of **$945,139** for **Q3 2023**, and net income of **$1.18** million for **nine** **months**, driven by lower other income **Net (loss) income:** | Period | 2023 | 2022 | Change (YoY) | | :-------------------------------- | :----------- | :----------- | :---------------- | | Three Months Ended September 30, | $(945,139) | $1,867,031 | $(2,812,170) | | Nine Months Ended September 30, | $1,178,392 | $11,956,900 | $(10,778,508) | **Operating and formation costs:** | Period | 2023 | 2022 | Change (YoY) | | :-------------------------------- | :----------- | :----------- | :---------------- | | Three Months Ended September 30, | $1,517,629 | $377,546 | $1,140,083 | | Nine Months Ended September 30, | $3,858,238 | $946,108 | $2,912,130 | **Interest earned on marketable securities held in Trust Account:** | Period | 2023 | 2022 | Change (YoY) | | :-------------------------------- | :----------- | :----------- | :---------------- | | Three Months Ended September 30, | $572,450 | $599,266 | $(26,816) | | Nine Months Ended September 30, | $4,736,501 | $1,146,917 | $3,589,584 | **Unrealized gain on marketable securities held in Trust Account:** | Period | 2023 | 2022 | Change (YoY) | | :-------------------------------- | :----------- | :----------- | :---------------- | | Three Months Ended September 30, | $0 | $824,061 | $(824,061) | | Nine Months Ended September 30, | $0 | $794,781 | $(794,781) | **Change in fair value of warrant liabilities:** | Period | 2023 | 2022 | Change (YoY) | | :-------------------------------- | :----------- | :----------- | :---------------- | | Three Months Ended September 30, | $0 | $821,250 | $(821,250) | | Nine Months Ended September 30, | $0 | $11,497,500 | $(11,497,500) | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) Deficit improved from **$(15.98)** million to **$(8.56)** million, aided by **deferred underwriting fee** reduction and **net income** **Total Shareholders' Deficit:** | Date | Amount | | :--- | :----------- | | January 1, 2023 | $(15,975,992) | | September 30, 2023 | $(8,562,839) | **Change:** Improvement of $7,413,153 - **Reduction of Deferred Underwriting Fee**: **$11,827,938** (positive impact on equity)[15](index=15&type=chunk) - **Accretion for Class A ordinary shares** to **redemption amount** (**9** **months** ended **Sep 30, 2023**): **$(5,593,177)**[15](index=15&type=chunk) - **Net income** (**9** **months** ended **Sep 30, 2023**): **$1,178,392**[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net decrease in cash of **$713,320**, ending at **$79,103**, primarily from **operating** and **financing activities** offset by **investing activities** **Net Change in Cash and Cash Equivalents:** | Period | 2023 | 2022 | | :------------------------ | :----------- | :----------- | | Nine Months Ended Sep 30, | $(713,320) | $969,463 | **Cash and cash equivalents – End of period:** | Period | 2023 | 2022 | | :------------------------ | :----------- | :----------- | | Nine Months Ended Sep 30, | $79,103 | $969,621 | **Net cash used in operating activities:** | Period | 2023 | 2022 | | :------------------------ | :----------- | :----------- | | Nine Months Ended Sep 30, | $(1,043,319) | $(712,987) | **Net cash provided by (used in) investing activities:** | Period | 2023 | 2022 | | :------------------------ | :----------- | :----------- | | Nine Months Ended Sep 30, | $257,675,125 | $(293,250,000) | - **Cash withdrawn from Trust Account** in connection with redemption (**2023**): **$258,531,801**[20](index=20&type=chunk) **Net cash (used in) provided by financing activities:** | Period | 2023 | 2022 | | :------------------------ | :----------- | :----------- | | Nine Months Ended Sep 30, | $(257,345,126) | $294,932,450 | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Explains financial position, operations, **IPO**, **Business Combination** efforts, liquidity, **going concern** risks, and accounting policies [NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS](index=9&type=section&id=NOTE%201%20%E2%80%94%20ORGANIZATION%20AND%20PLAN%20OF%20BUSINESS%20OPERATIONS) **Blank check company** seeking a **Business Combination**, facing **liquidation** risk without an extension or deal by **November 25, 2023** - **Company Purpose**: **Blank check company** formed for a **Business Combination**[22](index=22&type=chunk) **Initial Public Offering (IPO) Details:** | Metric | Value | | :--- | :----------- | | Date | January 25, 2022 | | Units Sold | 28,750,000 | | Gross Proceeds | $287,500,000 | **Private Placement Warrants:** | Metric | Value | | :--- | :----------- | | Date | Simultaneously with IPO | | Warrants Sold | 13,000,000 | | Gross Proceeds | $13,000,000 | - **Trust Account Initial Deposit**: **$293,250,000** (**$10.20** per Unit)[28](index=28&type=chunk) - **Business Combination Deadline Extension**: Original deadline **April 25, 2023**, extended to **November 25, 2023**, with an option to extend monthly up to **January 25, 2024**[40](index=40&type=chunk)[41](index=41&type=chunk)[151](index=151&type=chunk) **Share Redemptions:** | Metric | Value | | :--- | :----------- | | Shares redeemed | 24,670,594 | | Shares outstanding after redemption | 4,079,406 | | Amount withdrawn from Trust Account for redemption | $258,531,801 | - **Going Concern Uncertainty**: Management has determined that if a **Business Combination** is not completed or an extension is not obtained by **November 25, 2023** (or **January 25, 2024**), the company will **liquidate**, raising **substantial doubt** about its ability to continue as a **going concern**[47](index=47&type=chunk)[153](index=153&type=chunk) [NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=15&type=section&id=NOTE%202%20%E2%80%94%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines **GAAP** presentation, **Emerging Growth Company** status, warrant accounting, temporary equity, income taxes, and EPS calculation - **Basis of Presentation**: Unaudited condensed financial statements prepared in accordance with **GAAP** for interim financial information, following SEC Form **10-Q** and Article **8** of Regulation **S-X**[50](index=50&type=chunk) - **Emerging Growth Company Status**: The company is an "**Emerging Growth Company**" and has elected to use the extended transition period for complying with new or revised financial accounting standards[52](index=52&type=chunk)[53](index=53&type=chunk) - **Warrant Instruments Accounting**: Warrants are classified as liabilities at fair value and re-measured at each reporting period, with changes recognized in the statement of operations, as they do not meet equity treatment criteria under ASC **815**[60](index=60&type=chunk) - **Class A Ordinary Shares Subject to Possible Redemption**: Classified as temporary equity at redemption value, outside of shareholders' deficit, due to redemption rights outside the company's control[62](index=62&type=chunk) - **Income Taxes**: The company is an exempted Cayman Islands Company, not subject to income taxes in Cayman Islands or the U.S., resulting in a zero tax provision[68](index=68&type=chunk) - **Net Income per Ordinary Share**: Computed by dividing **net income** by the weighted average number of ordinary shares outstanding, allocating **net income** pro rata to **Class A** and **Class B ordinary shares**, assuming a **Business Combination** is the most likely outcome. Diluted EPS is the same as basic EPS as warrants are contingent on future events[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - **Recent Accounting Standards Adoption**: - ASU **2020-06** (Debt with Conversion and Other Options): Retrospectively adopted **January 1, 2022**; **no impact** on financial position, results, or cash flows[79](index=79&type=chunk) - ASU **2016-13** (Credit Losses): Adopted **January 1, 2023**; **no material impact** on financial statements[80](index=80&type=chunk) [NOTE 3 — INITIAL PUBLIC OFFERING](index=20&type=section&id=NOTE%203%20%E2%80%94%20INITIAL%20PUBLIC%20OFFERING) Completed **IPO** of **28,750,000** **units** at **$10.00** each, comprising **Class A ordinary shares** and redeemable **Public Warrants** - **Units Sold**: **28,750,000** (including over-allotment option)[82](index=82&type=chunk) - **Purchase Price per Unit**: **$10.00**[82](index=82&type=chunk) - **Unit Composition**: One **Class A ordinary share** and one-half of one redeemable **Public Warrant**[82](index=82&type=chunk) - **Public Warrant Exercise Price**: **$11.50** per share[82](index=82&type=chunk) [NOTE 4 — PRIVATE PLACEMENT](index=20&type=section&id=NOTE%204%20%E2%80%94%20PRIVATE%20PLACEMENT) **Sponsor** and **Cantor Fitzgerald** purchased **13,000,000 Private Placement Warrants** for **$13,000,000**, exercisable at **$11.50** per share **Private Placement Warrants Sold:** | Metric | Value | | :--- | :----------- | | Warrants Sold | 13,000,000 | | Purchase Price per Warrant | $1.00 | | Gross Proceeds | $13,000,000 | - **Purchasers**: HCM Investor Holdings, LLC (**Sponsor**) and **Cantor Fitzgerald & Co**[85](index=85&type=chunk) - **Warrant Exercise Price**: **$11.50** per share[86](index=86&type=chunk) - **Expiration Condition**: Warrants expire worthless if no **Business Combination** is completed within the Combination Period[86](index=86&type=chunk) [NOTE 5 — RELATED PARTY TRANSACTIONS](index=22&type=section&id=NOTE%205%20%E2%80%94%20RELATED%20PARTY%20TRANSACTIONS) Details **Founder Shares**, **administrative services agreement**, and promissory notes from the **Sponsor** for extensions and working capital - **Founder Shares**: Initial issuance of **7,187,500 Class B ordinary shares** to **Sponsor** for **$25,000**, later increased to **10,062,500 Founder Shares**, subject to transfer restrictions[88](index=88&type=chunk)[89](index=89&type=chunk) - **Administrative Services Agreement**: Monthly fee of up to **$10,000** for office space and **administrative services** from an affiliate of the **Sponsor**. Fees incurred for the **nine** **months** ended **September 30, 2023**, were **$90,000**[90](index=90&type=chunk) - **Promissory Note - Related Party**: An additional promissory note issued to the **Sponsor** on **April 21, 2023**, for up to **$3,000,000**. As of **September 30, 2023**, **$856,676** was advanced for **Trust Account** extension payments[92](index=92&type=chunk) - **Working Capital Note**: On **July 18, 2023**, the **Sponsor** loaned an additional **$400,000** for working capital, outstanding as of **September 30, 2023**[93](index=93&type=chunk) [NOTE 6 — COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=NOTE%206%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) Covers registration rights, **deferred underwriting fees**, financial **advisor fee**s, and the **Murano PV** merger agreement - **Registration and Shareholder Rights**: Holders of **Founder Shares**, **Private Placement Warrants**, and warrants from Working Capital Loans are entitled to registration rights[95](index=95&type=chunk) - **Underwriting Agreement**: A **deferred underwriting fee** of **$3,000,000** remains payable to underwriters upon consummation of a **Business Combination**, following a **$12,125,000** reduction on **March 13, 2023**[97](index=97&type=chunk)[98](index=98&type=chunk) - **Finder's Agreement**: A **$1,000,000 finder's fee** is contingent on the consummation of a **Business Combination** with a target introduced by the service provider[99](index=99&type=chunk) - **Business Combination Agreement (A&R BCA)**: Entered on **August 2, 2023**, for a merger with **Murano PV**, resulting in the company being renamed "**Murano Global Hospitality Corp**" and becoming a wholly-owned subsidiary of New PubCo (Jersey)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - **Financial Advisor Agreement (CCM)**: Includes an **advisor fee** of **$1,000,000**, a **transaction fee** of **4.0%** of certain proceeds, and a **discretionary fee** up to **$1,000,000**, all contingent on the Merger closing[102](index=102&type=chunk)[104](index=104&type=chunk) - **Sponsor Forfeiture**: The **Sponsor** agreed to forfeit **1,250,000 Class A Ordinary Shares** and all its warrants upon the closing of the Merger[110](index=110&type=chunk) [NOTE 7 — WARRANT LIABILITIES](index=26&type=section&id=NOTE%207%20%E2%80%94%20WARRANT%20LIABILITIES) Describes terms for **14,375,000 Public Warrants** and **13,000,000 Private Placement Warrants**, including exercise and redemption conditions **Outstanding Warrants (as of Sep 30, 2023):** | Type | Quantity | | :--- | :----------- | | Public Warrants | 14,375,000 | | Private Placement Warrants | 13,000,000 | - **Public Warrant Exercisability**: Commences on the later of **one** **year** from **IPO** closing or **30** **days** after **Business Combination**[113](index=113&type=chunk) - **Public Warrant Expiration**: **Five** **years** from **Business Combination** completion or earlier upon redemption or **liquidation**[113](index=113&type=chunk) - **Public Warrant Redemption Conditions**: Redeemable at **$0.01** per warrant if **Class A ordinary share** closing price equals or exceeds **$18.00** for **20** **trading days** within a **30-trading day** period, with **30** **days'** prior notice[116](index=116&type=chunk)[117](index=117&type=chunk) - **Private Placement Warrants Differences**: Non-transferable/assignable for **30** **days** post-**Business Combination** (with limited exceptions), exercisable on a cashless basis, and non-redeemable if held by initial purchasers or permitted transferees[121](index=121&type=chunk) - **Exercise Price Adjustment**: Exercise price and redemption trigger price may be adjusted if additional equity is issued below **$9.20** per share in connection with a **Business Combination**, and the post-combination market value is also below **$9.20**[120](index=120&type=chunk) [NOTE 8 — CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT](index=27&type=section&id=NOTE%208%20%E2%80%94%20CLASS%20A%20ORDINARY%20SHARES%20SUBJECT%20TO%20POSSIBLE%20REDEMPTION%20AND%20SHAREHOLDERS%27%20DEFICIT) Details share capital, **4,079,406 Class A ordinary shares** subject to redemption, and **Class B share** conversions **Authorized Shares:** | Type | Quantity | | :--- | :----------- | | Preference Shares | 5,000,000 (none issued/outstanding) | | Class A Ordinary Shares | 500,000,000 | | Class B Ordinary Shares | 50,000,000 | - **Class A Ordinary Shares Subject to Redemption (as of Sep 30, 2023)**: **4,079,406**[123](index=123&type=chunk) - **Class B Ordinary Shares Outstanding (as of Sep 30, 2023)**: **75,000** (down from **10,062,500** at **Dec 31, 2022**, due to conversion)[124](index=124&type=chunk) - **Sponsor's Class B to Class A Conversion**: On **April 22, 2023**, the **Sponsor** converted **9,987,500 Class B ordinary shares** into **Class A ordinary shares**[124](index=124&type=chunk) - **Class B Voting Rights**: Holders have the right to elect all directors prior to a **Business Combination**[125](index=125&type=chunk) - **Class B Conversion**: Remaining **Class B shares** automatically convert to **Class A shares** upon a **Business Combination** at a ratio ensuring **Founder Shares** equal **25.9%** of total outstanding ordinary shares post-**IPO** and equity-linked securities (excluding certain items)[126](index=126&type=chunk)[127](index=127&type=chunk) [NOTE 9 — FAIR VALUE MEASUREMENTS](index=29&type=section&id=NOTE%209%20%E2%80%94%20FAIR%20VALUE%20MEASUREMENTS) Provides fair value hierarchy for assets and liabilities, including **Level 3 Private Placement Warrants** valued by a binomial lattice model **Fair Value Hierarchy (September 30, 2023):** | Description | Level | Fair Value | | :------------------------------------------ | :---- | :--------- | | Money Market | 1 | $3,067 | | Cash and marketable securities held in Trust Account | 1 | $44,680,719 | | Warrant liability – Public Warrants | 1 | $287,500 | | Warrant liability – Private Placement Warrants | 3 | $260,000 | - **Valuation Method for Warrants**: **Public Warrants** (after detachment) are **Level 1** using observable market quotes. **Private Placement Warrants** are **Level 3**, valued using a binomial lattice model (Cox-Ross-Rubenstein methodology) with expected volatility as the primary unobservable input[130](index=130&type=chunk) **Level 3 Fair Value Changes (Private Placement Warrants):** | Date | Fair Value | | :--- | :----------- | | December 31, 2022 | $260,000 | | March 31, 2023 | $390,000 | | June 30, 2023 | $260,000 | | September 30, 2023 | $260,000 | [NOTE 10 — SUBSEQUENT EVENTS](index=30&type=section&id=NOTE%2010%20%E2%80%94%20SUBSEQUENT%20EVENTS) **Sponsor** provided additional working capital and an extension payment, extending the **Business Combination** deadline to **November 25, 2023** - **Working Capital Loan**: On **October 18, 2023**, **Sponsor** transferred **$150,000** to the Company under the **Working Capital Note**[133](index=133&type=chunk) - **Extension Payment**: On **October 23, 2023**, **Sponsor** made a **$142,779** extension payment, extending the **Business Combination** deadline to **November 25, 2023**[133](index=133&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) **Blank check company** with no operating revenues, reporting **net loss**/**net income** from **Trust Account** interest, facing **going concern** uncertainty - **Nature of Operations**: **Blank check company**, no operating revenues to date; activities focused on **IPO** and identifying a **Business Combination** target[136](index=136&type=chunk)[138](index=138&type=chunk) **Financial Performance (Net Income/Loss):** | Period | Amount | | :--- | :----------- | | Three months ended Sep 30, 2023 | Net loss of $945,139 | | Nine months ended Sep 30, 2023 | Net income of $1,178,392 | - **Primary Income Source**: Non-operating income from interest on marketable securities held in the **Trust Account**[138](index=138&type=chunk)[139](index=139&type=chunk)[141](index=141&type=chunk) - **Liquidity and Capital Resources**: - Cash balance as of **Sep 30, 2023**: **$79,103** - Marketable securities in **Trust Account** as of **Sep 30, 2023**: **$44,680,719** - Working capital loans from **Sponsor** for extensions and working capital[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - **Going Concern Uncertainty**: **Substantial doubt** about the company's ability to continue as a **going concern** if a **Business Combination** is not completed or an extension is not obtained by **November 25, 2023** (or **January 25, 2024**)[153](index=153&type=chunk)[154](index=154&type=chunk) - **Contractual Obligations**: Includes **administrative services fee** (**$10,000/month**), **deferred underwriting fee** (**$3,000,000** contingent on **Business Combination**), and financial **advisor fee**/**finder's fee**s (contingent on **Business Combination**)[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) **Not required** for smaller reporting companies, thus no disclosures are provided - **Disclosure Exemption**: **Not required** for smaller reporting companies[167](index=167&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were **effective** as of **September 30, 2023**, with **no material changes** in internal control - **Effectiveness of Disclosure Controls and Procedures**: Management concluded that disclosure controls and procedures were **effective at a reasonable assurance level** as of **September 30, 2023**[169](index=169&type=chunk) - **Changes in Internal Control over Financial Reporting**: **No material changes occurred** during the fiscal quarter of **2023**[170](index=170&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reported **no legal proceedings** - **Legal Proceedings**: **None**[172](index=172&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) **No material changes** to **risk factors** previously disclosed in the Form **10-K** for fiscal **year** ended **December 31, 2022** - **Risk Factors**: **No material changes** to those disclosed in the Form **10-K** for the fiscal **year** ended **December 31, 2022**[172](index=172&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported **no unregistered sales of equity securities** or use of proceeds - **Unregistered Sales of Equity Securities**: **None**[173](index=173&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported **no defaults upon senior securities** - **Defaults Upon Senior Securities**: **None**[173](index=173&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported **no mine safety disclosures** - **Mine Safety Disclosures**: **None**[173](index=173&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) The company reported **no other information** - **Other Information**: **None**[173](index=173&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Lists exhibits including **Business Combination Agreements**, **Sponsor Support Agreements**, and **Certifications** - **Key Exhibits**: - **Business Combination Agreement** (**March 13, 2023**) - **Amended and Restated Business Combination Agreement** (**August 2, 2023**) - **Sponsor Support Agreement** (**August 2, 2023**) - **Certifications** of **Principal Executive Officer** and **Principal Financial Officer** (**31.1**, **31.2**, **32.1**, **32.2**) - **XBRL Instance Document and Taxonomy Extensions**[174](index=174&type=chunk) PART III - SIGNATURES [Signatures](index=39&type=section&id=Signatures) Report signed by **Shawn Matthews** (**CEO**) and **James Bond** (**CFO**) on **November 13, 2023**, certifying compliance - **Signatories**: - **Shawn Matthews**: Chairman and Chief Executive Officer and Director (**Principal Executive Officer**) - **James Bond**: President and Chief Financial Officer (**Principal Financial and Accounting Officer**)[178](index=178&type=chunk) - **Date of Signature**: **November 13, 2023**[178](index=178&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41241 HCM ACQUISITION CORP (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1581263 (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41241 HCM ACQUISITION CORP (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1581263 (State or other jurisdiction of ...

PART I [Business Overview](index=5&type=section&id=Item%201.%20Business) HCM Acquisition Corp, a blank check company, seeks business combinations in disruptive financial technology, leveraging management expertise and offering an IPO alternative [Introduction](index=5&type=section&id=Introduction) The company is a blank check entity formed in February 2021 to pursue a business combination, currently operating as a shell company with no revenue - HCM Acquisition Corp is a **blank check company** formed on **February 5, 2021**, for the purpose of effecting a business combination. It currently has no operations or revenue and is classified as a "**shell company**" [15](index=15&type=chunk) [Business Strategy](index=5&type=section&id=Business%20Strategy) The company's strategy focuses on identifying business combinations with disruptive financial technology, leveraging management's extensive industry experience - The company's business strategy focuses on identifying potential business combinations with **disruptive technology** or innovations in the **financial services industry** [20](index=20&type=chunk) - Management, including CEO **Shawn Matthews** and President/CFO **James Bond**, brings significant financial services and management experience to identify and effect transactions [21](index=21&type=chunk) [Our Acquisition Criteria](index=6&type=section&id=Our%20Acquisition%20Criteria) Acquisition criteria prioritize innovative, high-growth businesses with strong management and cashflow, spanning various FinTech and financial services sectors - Target companies are sought at the intersection of innovation, with potential for **significant growth** and market share capture [25](index=25&type=chunk) - Acquisition criteria include established or early-stage businesses, **strong management teams**, **regular and significant cashflow**, and the ability to **scale as a public company** [27](index=27&type=chunk) - Areas of interest span FinTech, retail banking, payments, insurance, asset/wealth management, real estate, lending, specialty finance, cybersecurity, data providers, and digital assets/blockchain technology [27](index=27&type=chunk) [Our Acquisition Process](index=7&type=section&id=Our%20Acquisition%20Process) The acquisition process involves comprehensive due diligence, fair financial opinions for affiliated deals, and addresses potential conflicts of interest among officers - A **comprehensive due diligence review** is conducted for potential targets, including financial statement analysis and meetings with management [28](index=28&type=chunk) - Affiliated business combinations are permitted, but require an opinion from an **independent investment banking or accounting firm** on financial fairness [29](index=29&type=chunk) - **Conflicts of interest** may arise due to officers' and directors' existing fiduciary or contractual obligations to other entities, including Sponsor Funds, which may **compete for acquisition opportunities** [31](index=31&type=chunk) [Initial Business Combination](index=8&type=section&id=Initial%20Business%20Combination) The initial business combination must meet an 80% net asset test, aiming for full equity acquisition, with potential for joint acquisitions and shareholder dilution - The initial business combination must have an aggregate fair market value of at least **80% of the net assets held in the trust account** [37](index=37&type=chunk) - The company aims to acquire **100% of a target's equity or assets**, but will complete a combination if it acquires **50% or more of voting securities** or a controlling interest [38](index=38&type=chunk) - Joint acquisitions with affiliated entities are possible, potentially impacting the conversion ratio of **Class B ordinary shares** and diluting **Class A ordinary shareholders** [39](index=39&type=chunk) [Sourcing of Potential Business Combination Targets](index=9&type=section&id=Sourcing%20of%20Potential%20Business%20Combination%20Targets) Potential targets are sourced through management's network and unaffiliated market participants, including investment funds and private equity firms - Management's significant experience and network are expected to provide a **robust flow of potential acquisition opportunities** [42](index=42&type=chunk) - Target candidates are also anticipated from unaffiliated sources such as investment market participants, private equity funds, and large businesses divesting non-core assets or divisions [44](index=44&type=chunk) [Status as a Public Company](index=10&type=section&id=Status%20as%20a%20Public%20Company) Public company status offers target businesses an alternative to traditional IPOs, providing quicker capital access and reduced disclosure obligations as an emerging growth company - Public company status offers target businesses an **alternative to traditional IPOs**, providing **quicker capital access** and **enhanced public profile** [48](index=48&type=chunk)[49](index=49&type=chunk) - The company is an "**emerging growth company**" and "**smaller reporting company**," which allows for **reduced disclosure obligations** and an **extended transition period** for new accounting standards [51](index=51&type=chunk)[52](index=52&type=chunk)[134](index=134&type=chunk) [Financial Position](index=11&type=section&id=Financial%20Position) The company has **$278,125,000** available for a business combination, usable for liquidity, growth, or balance sheet strengthening, though third-party financing is not guaranteed - **$278,125,000** is available for a business combination after accounting for public offering expenses and deferred underwriting fees [54](index=54&type=chunk) - Funds can be used for liquidity events, growth capital, or balance sheet strengthening for target businesses, but third-party financing is **not assured** [54](index=54&type=chunk) [Effecting our Initial Business Combination](index=11&type=section&id=Effecting%20our%20Initial%20Business%20Combination) The initial business combination will be funded by IPO/private placement cash, equity, or debt, with remaining funds for general corporate purposes, potentially targeting unstable businesses - The initial business combination will be funded using cash from IPO/private placement, equity, debt, or a combination [55](index=55&type=chunk) - Remaining funds from the trust account post-combination can be used for general corporate purposes, including operations, debt, or further acquisitions [56](index=56&type=chunk) - The company may target **financially unstable or early-stage businesses**, which inherently involve numerous risks [55](index=55&type=chunk) [Lack of Business Diversification](index=12&type=section&id=Lack%20of%20Business%20Diversification) Post-business combination, the company's success may depend entirely on a single business, leading to a lack of diversification and vulnerability to negative economic and regulatory developments - Post-business combination, the company's success may depend entirely on a single business, leading to a **lack of diversification** [63](index=63&type=chunk) - This **lack of diversification** could subject the company to **negative economic, competitive, and regulatory developments**, impacting operations and profitability [64](index=64&type=chunk) [Limited Ability to Evaluate the Target's Management Team](index=13&type=section&id=Limited%20Ability%20to%20Evaluate%20the%20Target's%20Management%20Team) Limited assessment of target management may lead to incorrect evaluations of their public company readiness, with uncertain future roles for the company's current management - Assessment of a target business's management may be limited, potentially leading to an **incorrect evaluation** of their ability to manage a public company [65](index=65&type=chunk) - The future role of the company's management team post-combination is **uncertain**, and recruiting additional qualified managers may be **difficult** [66](index=66&type=chunk)[67](index=67&type=chunk) [Shareholders May Not Have the Ability to Approve our Initial Business Combination](index=13&type=section&id=Shareholders%20May%20Not%20Have%20the%20Ability%20to%20Approve%20our%20Initial%20Business%20Combination) Shareholders may not have a vote on the business combination, and if a vote occurs, sponsor and management shares will likely ensure approval - The company may conduct redemptions **without a shareholder vote** if not legally or exchange-rule required, or may seek approval at its discretion [68](index=68&type=chunk)[69](index=69&type=chunk) - If a shareholder vote occurs, the sponsor and management will vote their shares **in favor**, increasing the likelihood of business combination approval [82](index=82&type=chunk) [Permitted Purchases and Other Transactions with Respect to Our Securities](index=13&type=section&id=Permitted%20Purchases%20and%20Other%20Transactions%20with%20Respect%20to%20Our%20Securities) Affiliates may purchase shares or warrants to influence votes or meet closing conditions, potentially reducing public float and affecting securities' listing - Affiliates may purchase public shares or warrants privately or in the open market to **influence votes** or **meet closing conditions** for a business combination [71](index=71&type=chunk)[73](index=73&type=chunk) - Such purchases could **reduce the public "float"** and number of beneficial holders, potentially **affecting securities' listing or trading** [74](index=74&type=chunk) [Redemption Rights for Public Shareholders upon Completion of our Initial Business Combination](index=15&type=section&id=Redemption%20Rights%20for%20Public%20Shareholders%20upon%20Completion%20of%20our%20Initial%20Business%20Combination) Public shareholders can redeem Class A ordinary shares for cash from the trust account upon business combination completion, while sponsor and management waive their redemption rights - Public shareholders can **redeem Class A ordinary shares for cash** at a per-share price from the trust account upon business combination completion [77](index=77&type=chunk) - The sponsor and management have **waived their redemption rights** for their founder shares and public shares [77](index=77&type=chunk) [Limitations on Redemptions](index=15&type=section&id=Limitations%20on%20Redemptions) Redemptions are limited to maintain net tangible assets above **$5,000,001**, and the business combination may not proceed if cash requirements exceed available funds - Redemptions are limited to maintain **net tangible assets above $5,000,001** or any higher cash requirement in the business combination agreement [78](index=78&type=chunk) - If aggregate cash required for redemptions and business combination conditions exceeds available cash, the combination will **not proceed** [78](index=78&type=chunk) [Manner of Conducting Redemptions](index=15&type=section&id=Manner%20of%20Conducting%20Redemptions) Redemptions can be conducted via a general meeting or tender offer, with proxy materials distributed if a shareholder vote is held - Redemptions can be conducted via a **general meeting (proxy solicitation)** or a **tender offer**, at the company's discretion based on various factors [79](index=79&type=chunk) - If a shareholder vote is held, **proxy materials will be distributed**, and redemptions will be conducted in conjunction with Regulation 14A [80](index=80&type=chunk)[81](index=81&type=chunk) [Limitation on Redemption in Connection with Our Initial Business Combination If We Seek Shareholder Approval](index=16&type=section&id=Limitation%20on%20Redemption%20in%20Connection%20with%20Our%20Initial%20Business%20Combination%20If%20We%20Seek%20Shareholder%20Approval) Public shareholders are restricted from redeeming over **15%** of shares without consent, preventing a small group from blocking a business combination - Public shareholders are **restricted from redeeming more than 15% of the shares** sold in the Public Offering without prior consent if shareholder approval is sought and redemptions are not via tender offer [85](index=85&type=chunk) - This restriction aims to **prevent a small group of shareholders from blocking** a business combination, especially if a minimum net worth or cash condition exists [85](index=85&type=chunk) [Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights](index=17&type=section&id=Tendering%20Share%20Certificates%20in%20Connection%20with%20a%20Tender%20Offer%20or%20Redemption%20Rights) Shareholders must tender certificates or deliver shares electronically by a deadline to exercise redemption rights, making the election irrevocable upon approval - Shareholders must tender certificates or deliver shares electronically to the transfer agent by a deadline (e.g., two business days before the vote) to exercise redemption rights [87](index=87&type=chunk) - This process ensures the redemption election is **irrevocable** upon business combination approval, preventing shareholders from monitoring market prices post-approval [89](index=89&type=chunk) [Redemption of Public Shares and Liquidation If No Initial Business Combination](index=18&type=section&id=Redemption%20of%20Public%20Shares%20and%20Liquidation%20If%20No%20Initial%20Business%20Combination) If no business combination within **15 months**, the company will liquidate, redeeming public shares and rendering warrants worthless, with sponsor waiving liquidation rights - If no business combination within **15 months**, the company will **liquidate**, redeeming public shares from the trust account and **rendering warrants worthless** [93](index=93&type=chunk) - The sponsor and management have **waived their rights to liquidating distributions** from the trust account for their founder shares [94](index=94&type=chunk) [Amended and Restated Memorandum and Articles of Association](index=21&type=section&id=Amended%20and%20Restated%20Memorandum%20and%20Articles%20of%20Association) Amendments to the memorandum and articles of association require a special resolution, covering liquidation, dilutive security restrictions, and the **80%** net asset test - Amendments to the memorandum and articles of association require a **special resolution (at least two-thirds shareholder vote)** [103](index=103&type=chunk)[107](index=107&type=chunk) - Key provisions include liquidation if no business combination within **15 months**, restrictions on dilutive security issuances, and the **80%** net asset test for targets [104](index=104&type=chunk)[109](index=109&type=chunk) [Competition](index=23&type=section&id=Competition) The company faces intense competition for business combination targets from entities with greater resources, and redemption obligations may create a competitive disadvantage - The company faces **intense competition** for business combination targets from entities with greater financial, technical, and human resources [110](index=110&type=chunk) - Redemption obligations and outstanding warrants may place the company at a **competitive disadvantage** in negotiating business combinations [110](index=110&type=chunk) [Conflicts of Interest](index=23&type=section&id=Conflicts%20of%20Interest) Directors and officers have fiduciary duties to other entities, creating potential conflicts in allocating business opportunities, with the charter renouncing certain corporate opportunities - Directors and officers have **fiduciary duties** to other entities, potentially leading to **conflicts of interest** in allocating business opportunities [113](index=113&type=chunk) - The sponsor and its affiliates manage other funds that may **compete for acquisition opportunities**, and investment ideas may be directed to these funds first [115](index=115&type=chunk) - The company's charter permits directors/officers to engage in similar business activities and **renounces interest** in certain corporate opportunities [113](index=113&type=chunk) [Employees](index=25&type=section&id=Employees) The company has two non-full-time executive officers, allocating time as needed, with no full-time employees planned before the initial business combination - The company has **two executive officers who are not full-time** and will allocate time as needed for business combination activities [124](index=124&type=chunk) - **No full-time employees are planned** before the completion of the initial business combination [124](index=124&type=chunk) [Periodic Reporting and Financial Information](index=26&type=section&id=Periodic%20Reporting%20and%20Financial%20Information) The company has SEC reporting obligations, benefits from reduced disclosure as an emerging growth company, and receives a **20-year tax exemption** from the Cayman Islands government - The company has **SEC reporting obligations**, including annual, quarterly, and current reports [126](index=126&type=chunk) - As an "**emerging growth company**" and "**smaller reporting company**," it benefits from **reduced disclosure obligations** and an **extended transition period** for accounting standards [131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - As a Cayman Islands exempted company, it receives a **20-year tax exemption** from the Cayman Islands government on profits, income, and gains [130](index=130&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks inherent to its nature as a blank check company, including challenges in identifying and consummating a business combination, potential shareholder dissent, and the impact of redemption rights on its financial viability. Risks also stem from its securities (e.g., delisting, warrant valuation, dilution), management's potential conflicts of interest, and the complexities of operating in foreign jurisdictions. Regulatory compliance, tax implications, and intense competition further contribute to the speculative nature of an investment [Summary of Risk Factors](index=27&type=section&id=Summary%20of%20Risk%20Factors) Investment in the company's securities is highly speculative due to lack of operating history, challenges in business combination, and potential conflicts of interest - Investment in the company's securities is **highly speculative** due to risks such as **lack of operating history**, **challenges in completing a business combination**, and **potential conflicts of interest** [135](index=135&type=chunk)[137](index=137&type=chunk) [Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination](index=28&type=section&id=Risks%20Relating%20to%20Our%20Search%20for,%20and%20Consummation%20of%20or%20Inability%20to%20Consummate,%20a%20Business%20Combination) Risks include completing a business combination without majority shareholder support, high redemption rates, the **15-month** deadline, third-party claims, and potential classification as an investment company - The company may complete a business combination **without majority public shareholder support** due to founder share voting [138](index=138&type=chunk)[139](index=139&type=chunk) - **High redemption rates** by public shareholders could make the company **unattractive to targets** or complicate financing, potentially leading to an **unsuccessful business combination** [141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - The **15-month deadline** for a business combination creates **leverage for target businesses** and limits due diligence time, potentially leading to **unfavorable terms** [145](index=145&type=chunk) - Third-party claims against the company could **reduce the per-share redemption amount** from the trust account **below $10.20** [157](index=157&type=chunk)[158](index=158&type=chunk) - Being deemed an **investment company** under the **Investment Company Act** could impose **burdensome compliance requirements** and restrict activities, hindering business combination efforts [165](index=165&type=chunk)[166](index=166&type=chunk) [Risks Relating to Our Securities](index=43&type=section&id=Risks%20Relating%20to%20Our%20Securities) Securities risks include Nasdaq delisting, lack of Rule 419 protections, redemption limitations, warrant liability fair value changes, and potential warrant redemption at disadvantageous times - **Nasdaq delisting** could lead to **reduced liquidity**, **lower trading activity**, and "**penny stock**" classification for the company's securities [195](index=195&type=chunk)[196](index=196&type=chunk) - Investors are **not afforded the protections of Rule 419** for blank check companies, meaning units are **immediately tradable** and the company has a **longer period to complete a business combination** [197](index=197&type=chunk) - Public shareholders may **lose the ability to redeem shares exceeding 15% of the Public Offering** without consent, **reducing their influence** over business combinations [199](index=199&type=chunk) - **Warrants are accounted for as liabilities**, and **changes in their fair value are reported in earnings**, potentially **affecting the market price** of Class A ordinary shares [207](index=207&type=chunk) - The company may **redeem unexpired warrants prior to their exercise at a disadvantageous time**, **potentially rendering them worthless** [208](index=208&type=chunk) [Risks Relating to Our Management Team](index=50&type=section&id=Risks%20Relating%20to%20Our%20Management%20Team) Management risks involve conflicts of interest due to other affiliations, dependence on key personnel, potential influence from employment negotiations, and limited ability to assess target management - Executive officers and directors allocate time to other businesses, creating **conflicts of interest in their commitment** to the company's affairs [221](index=221&type=chunk) - The company's success is **dependent on its executive officers and directors**, and their **unexpected loss could be detrimental** [222](index=222&type=chunk) - Key personnel may **negotiate employment agreements** with a target business, potentially **influencing their motivation** in selecting a business combination [225](index=225&type=chunk) - **Limited ability to assess target management** may result in a business combination with a team **lacking public company experience**, **negatively impacting post-combination operations** [226](index=226&type=chunk) [Risks Associated with Acquiring and Operating a Business in Foreign Countries](index=55&type=section&id=Risks%20Associated%20with%20Acquiring%20and%20Operating%20a%20Business%20in%20Foreign%20Countries) Acquiring foreign targets involves risks like cross-border due diligence, regulatory approvals, foreign exchange fluctuations, and exposure to foreign economic and political conditions - **Acquiring a foreign target involves risks** such as **cross-border due diligence**, **regulatory approvals**, and **foreign exchange rate fluctuations** affecting purchase price [241](index=241&type=chunk) - Post-combination, the company's operations would be subject to the economic, political, and social conditions and government policies of the foreign country [245](index=245&type=chunk) - **Exchange rate fluctuations and currency policies** could **diminish a target business's success** in international markets and **affect the company's financial condition** [246](index=246&type=chunk) [General Risk Factors](index=57&type=section&id=General%20Risk%20Factors) General risks include past performance not indicating future success, reduced disclosure as an emerging growth company, potential PFIC classification, and significant influence of initial shareholders - Past performance of the sponsor or management team is **not indicative of future performance** or investment success [248](index=248&type=chunk) - As an "**emerging growth company**" and "**smaller reporting company**," **reduced disclosure obligations** may make financial comparisons with other public companies **difficult** [249](index=249&type=chunk)[252](index=252&type=chunk) - The company may be deemed a **Passive Foreign Investment Company (PFIC)**, leading to **adverse U.S. federal income tax consequences** for U.S. investors [253](index=253&type=chunk) - A **lower amendment threshold (two-thirds shareholder vote)** for charter provisions makes it **easier to amend** the memorandum and articles of association, potentially facilitating a business combination **not supported by all shareholders** [256](index=256&type=chunk)[257](index=257&type=chunk) - **Initial shareholders control 25.9% of outstanding ordinary shares**, granting them **significant influence** over shareholder votes and director appointments prior to a business combination [260](index=260&type=chunk) [Unresolved Staff Comments](index=64&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) There are no unresolved staff comments regarding the company's filings - **No unresolved staff comments** [280](index=280&type=chunk) [Properties](index=64&type=section&id=Item%202.%20Properties.) The company's corporate offices are located in Stamford, CT, with the cost covered by a monthly fee paid to an affiliate of the Sponsor for administrative services, which is considered favorable - Corporate offices are located in Stamford, CT, with costs covered by a **monthly fee to an affiliate of the Sponsor** [281](index=281&type=chunk) [Legal Proceedings](index=64&type=section&id=Item%203.%20Legal%20Proceedings.) The company is not currently involved in any material legal proceedings, nor are any threatened against it or its officers/directors - **No material legal proceedings** are currently active or threatened against the company or its officers/directors [282](index=282&type=chunk) [Mine Safety Disclosures](index=64&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) Mine safety disclosures are not applicable to the company's operations - **Not applicable** [283](index=283&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=65&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's Units, Class A Ordinary Shares, and public Warrants are traded on Nasdaq. As of **March 28, 2023**, there were few record holders across these security types. The company has not paid cash dividends and does not intend to prior to a business combination. Details of unregistered securities sales, including founder shares and private placement warrants, and the use of IPO proceeds are provided, with a significant portion deposited into a Trust Account [Market Information](index=65&type=section&id=Market%20Information) The company's Units, Class A Ordinary Shares, and public Warrants are traded on Nasdaq, with quarterly high and low prices provided - Units (HCMAU), Class A Ordinary Shares (HCMA), and public Warrants (HCMAW) are traded on **Nasdaq** [285](index=285&type=chunk) | Units (HCMAU) | High | Low | | :--- | :--- | :--- | | Quarter ended Dec 31, **2022** | **$10.24** | **$10.09** | | Quarter ended Sep 30, **2022** | **$10.14** | **$10.00** | | Quarter ended Jun 30, **2022** | **$10.34** | **$9.91** | | Quarter ended Mar 31, **2022** | **$10.01** | **$9.95** | | Class A Ordinary Shares (HCMA) | High | Low | | :--- | :--- | :--- | | Quarter ended Dec 31, **2022** | **$10.41** | **$10.06** | | Quarter ended Sep 30, **2022** | **$10.11** | **$9.98** | | Quarter ended Jun 30, **2022** | **$10.05** | **$9.91** | | Quarter ended Mar 31, **2022** | **$9.97** | **$9.87** | | Warrants (HCMAW) | High | Low | | :--- | :--- | :--- | | Quarter ended Dec 31, **2022** | **$0.10** | **$0.01** | | Quarter ended Sep 30, **2022** | **$0.18** | **$0.06** | | Quarter ended Jun 30, **2022** | **$0.23** | **$0.10** | | Quarter ended Mar 31, **2022** | **$0.26** | **$0.15** | [Holders](index=65&type=section&id=Holders) As of **March 28, 2023**, there were few record holders across the company's Units, Class A ordinary shares, Class B ordinary shares, and public Warrants - As of **March 28, 2023**, there was **1 holder** of record for Units, **1** for Class A ordinary shares, **4 for Class B ordinary shares**, and **3 for public Warrants** [288](index=288&type=chunk) [Dividends](index=65&type=section&id=Dividends) The company has not paid cash dividends and does not intend to prior to a Business Combination, with future payments being discretionary and potentially limited - **No cash dividends have been paid** on Class A ordinary shares, and **none are intended before a Business Combination** [289](index=289&type=chunk) - Future dividend payments are **discretionary** and may be **limited by restrictive covenants** from potential indebtedness [289](index=289&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=65&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) No securities are authorized for issuance under equity compensation plans - **No securities are authorized** for issuance under equity compensation plans [290](index=290&type=chunk) [Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings](index=65&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities%3B%20Use%20of%20Proceeds%20from%20Registered%20Offerings) Details of unregistered securities sales, including founder shares and private placement warrants, and the use of IPO proceeds are provided, with a significant portion deposited into a Trust Account - The Sponsor initially purchased **7,187,500 Class B ordinary shares** for **$25,000**, later increased to **10,062,500 founder shares** [291](index=291&type=chunk)[292](index=292&type=chunk) - **13,000,000 Private Placement Warrants** were sold to the Sponsor and Cantor Fitzgerald for **$13,000,000** [296](index=296&type=chunk) - **$293,250,000** from the Public Offering and **Private Placement Warrants** was deposited into the Trust Account, including **$15,125,000 in deferred underwriting discounts** [300](index=300&type=chunk) [Reserved](index=67&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information - **This item is reserved** [301](index=301&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) The company, a blank check entity, reported a **net income of $14,783,303** for **2022**, primarily from interest on trust account securities and warrant liability fair value changes, contrasting with a **net loss in 2021**. Following its IPO, **$293,250,000** was placed in a Trust Account. The company faces a going concern uncertainty if a business combination or extension is not secured by **April 25, 2023**. It has no off-balance sheet arrangements but has contractual obligations for administrative services, deferred underwriting fees, and a contingent finder's fee. Critical accounting policies include warrant liabilities and redeemable Class A ordinary shares [Overview](index=67&type=section&id=Overview) The company is a blank check entity, incorporated on **February 5, 2021**, with no operating revenues to date and expected costs for acquisition plans - The company is a **blank check company**, incorporated on **February 5, 2021**, with the sole purpose of effecting a business combination [302](index=302&type=chunk) - No operating revenues have been generated to date, and significant costs are expected in pursuit of acquisition plans [303](index=303&type=chunk)[304](index=304&type=chunk) [Results of Operations](index=67&type=section&id=Results%20of%20Operations) The company reported a **net income of $14,783,303** for **2022**, primarily from trust account interest and warrant liability fair value changes, contrasting with a **net loss in 2021** | Metric | Year Ended Dec 31, **2022** | Period from Feb 5, **2021** (inception) through Dec 31, **2021** | | :--- | :--- | :--- | | Net income (loss) | **$14,783,303** | **$(15,786)** | | Interest earned on marketable securities in Trust Account | **$4,308,298** | — | | Unrealized gain on marketable securities in Trust Account | **$61,045** | — | | Change in fair value of warrant liabilities | **$12,866,250** | — | | Operating and formation costs | **$1,916,100** | **$15,786** | | Transaction cost incurred in connection with IPO | **$536,190** | — | [Liquidity and Capital Resources](index=68&type=section&id=Liquidity%20and%20Capital%20Resources) Following its IPO, **$293,250,000** was placed in a Trust Account, but the company faces a going concern uncertainty if a business combination or extension is not secured by **April 25, 2023** - **$293,250,000** from the IPO and private placement was deposited into the Trust Account [308](index=308&type=chunk) | Metric | As of Dec 31, **2022** | | :--- | :--- | | Cash | **$792,423** | | Marketable securities held in Trust Account | **$297,619,343** | | Cash used in operating activities (**2022**) | **$(890,185)** | - Substantial doubt exists about the company's ability to continue as a **going concern uncertainty** if a business combination or extension is not secured by **April 25, 2023** [314](index=314&type=chunk)[368](index=368&type=chunk) [Off-Balance Sheet Financing Arrangements](index=69&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) The company had no off-balance sheet financing arrangements as of **December 31, 2022** - The company had **no off-balance sheet financing arrangements** as of **December 31, 2022** [315](index=315&type=chunk) [Contractual Obligations](index=69&type=section&id=Contractual%20Obligations) The company has contractual obligations for administrative services, deferred underwriting fees contingent on a business combination, and a contingent finder's fee - The company has a **monthly administrative services agreement** with a Sponsor affiliate for up to **$10,000** [316](index=316&type=chunk) - A **deferred underwriting fee of $15,125,000** is contingent upon the completion of a business combination [317](index=317&type=chunk) - A **$1,000,000 finder's fee is contingent** on a business combination with a target introduced by a service provider [318](index=318&type=chunk) [Critical Accounting Policies](index=69&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies include classifying warrants as liabilities, redeemable Class A ordinary shares as temporary equity, and pro-rata allocation of net income/loss for EPS - **Warrants are classified as liabilities** and **re-measured at fair value**, with changes recognized in the statements of operations [320](index=320&type=chunk)[377](index=377&type=chunk) - **Class A ordinary shares subject to possible redemption are classified as temporary equity** and **presented at redemption value** [321](index=321&type=chunk)[379](index=379&type=chunk) - Net income (loss) per ordinary share is computed by allocating **pro rata** to Class A and Class B ordinary shares, contemplating a business combination as the most likely outcome [323](index=323&type=chunk)[386](index=386&type=chunk) [Recent Accounting Standards](index=70&type=section&id=Recent%20Accounting%20Standards) The company adopted **ASU 2020-06** on **January 1, 2022**, which simplifies accounting for certain financial instruments, with no material impact on its financial position - The company adopted **ASU 2020-06** on **January 1, 2022**, which simplifies accounting for certain financial instruments [324](index=324&type=chunk) - The adoption of **ASU 2020-06** did **not have a material impact** on the company's financial position, results of operations, or cash flows [324](index=324&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=70&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not required for the company as it qualifies as a smaller reporting company - **Not required for smaller reporting companies** [326](index=326&type=chunk) [Financial Statements and Supplementary Data](index=70&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents the company's audited financial statements for the years ended **December 31, 2022**, and **2021**, along with the independent auditor's report. The financial statements include the **Balance Sheets**, **Statements of Operations**, **Statements of Changes in Shareholders' Equity (Deficit)**, and **Statements of Cash Flows**. Detailed notes provide context on the company's organization, accounting policies, IPO, related party transactions, and a significant subsequent event regarding a Business Combination Agreement with **Murano PV, S.A. DE C.V** [Report of Independent Registered Public Accounting Firm](index=71&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) **Marcum LLP** issued an unqualified audit opinion on the financial statements, including an explanatory paragraph on going concern uncertainty if a business combination is not completed by **April 25, 2023** - **Marcum LLP** issued an **unqualified audit opinion** on the financial statements for **2022** and **2021**, confirming **fair presentation** in accordance with **U.S. GAAP** [330](index=330&type=chunk) - The report includes an explanatory paragraph on **going concern uncertainty**, citing substantial doubt about the company's ability to continue if a business combination or extension is not completed by **April 25, 2023** [331](index=331&type=chunk) [Financial Statements](index=72&type=section&id=Financial%20Statements) This section includes the company's **Balance Sheets**, **Statements of Operations**, **Statements of Changes in Shareholders' Equity (Deficit)**, and **Statements of Cash Flows** - The financial statements include **Balance Sheets**, **Statements of Operations**, **Statements of Changes in Shareholders' Equity (Deficit)**, and **Statements of Cash Flows** [328](index=328&type=chunk) | ASSETS | Dec 31, **2022** | Dec 31, **2021** | | :--- | :--- | :--- | | Cash | **$792,423** | **$158** | | Prepaid expenses | **$187,750** | — | | Deferred offering costs | — | **$341,864** | | Cash and marketable securities held in trust account | **$297,619,343** | — | | **Total Assets** | **$298,599,516** | **$342,022** | | LIABILITIES | | | | Accrued expenses | **$1,213,665** | — | | Accrued offering costs | **$70,000** | **$124,308** | | Promissory note – related party | — | **$208,500** | | Warrant liabilities | **$547,500** | — | | Deferred underwriting fee payable | **$15,125,000** | — | | **Total Liabilities** | **$16,956,165** | **$332,808** | | CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION | **$297,619,343** | — | | SHAREHOLDERS' (DEFICIT) EQUITY | | | | Class B ordinary shares | **$1,006** | **$1,006** | | Additional paid-in capital | — | **$23,994** | | Accumulated deficit | **$(15,976,998)** | **$(15,786)** | | **Total Shareholders' (Deficit) Equity** | **$(15,975,992)** | **$9,214** | | STATEMENTS OF OPERATIONS | Year Ended Dec 31, **2022** | Period from Feb 5, **2021** (inception) through Dec 31, **2021** | | :--- | :--- | :--- | | Operating and formation costs | **$1,916,100** | **$15,786** | | Loss from operations | **$(1,916,100)** | **$(15,786)** | | Interest earned on marketable securities held in Trust Account | **$4,308,298** | — | | Unrealized gain on marketable securities held in Trust Account | **$61,045** | — | | Change in fair value of warrant liabilities | **$12,866,250** | — | | Transaction cost incurred in connection with Initial Public Offering | **$(536,190)** | — | | Net income (loss) | **$14,783,303** | **$(15,786)** | | Basic and diluted net income (loss) per share, Class A ordinary shares | **$0.40** | — | | Basic and diluted net income (loss) per share, Class B ordinary shares | **$0.40** | **$(0.00)** | | STATEMENTS OF CASH FLOWS | Year Ended Dec 31, **2022** | Period from Feb 5, **2021** (inception) Through Dec 31, **2021** | | :--- | :--- | :--- | | Net cash used in operating activities | **$(890,185)** | **$(10,786)** | | Net cash used in investing activities | **$(293,250,000)** | — | | Net cash provided by financing activities | **$294,932,450** | **$10,944** | | Net Change in Cash | **$792,265** | **$158** | | Cash – End of period | **$792,423** | **$158** | [Notes to Financial Statements](index=76&type=section&id=Notes%20to%20Financial%20Statements) Detailed notes provide context on the company's organization, accounting policies, IPO, related party transactions, and a significant subsequent event regarding a Business Combination Agreement with **Murano PV, S.A. DE C.V** - The company is a **blank check company** formed on **February 5, 2021**, for a business combination, with its IPO closing on **January 25, 2022** [349](index=349&type=chunk)[352](index=352&type=chunk) - Key accounting policies include classifying **warrants as liabilities**, redeemable **Class A ordinary shares as temporary equity**, and **pro-rata** allocation of net income/loss for EPS [377](index=377&type=chunk)[379](index=379&type=chunk)[386](index=386&type=chunk) - A Business Combination Agreement was entered into on **March 13, 2023**, with **Murano PV, S.A. DE C.V.**, which will result in the company becoming a **wholly-owned subsidiary of PubCo** and changing its name to "**Murano Global Hospitality**" [426](index=426&type=chunk) - The **deferred underwriting fee was reduced to $3,000,000** in connection with the **Murano PV** merger, and a **finder's fee of $1,000,000** is contingent on the merger [427](index=427&type=chunk)[428](index=428&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=94&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure matters - **No changes in or disagreements with accountants** on accounting and financial disclosure [431](index=431&type=chunk) [Controls and Procedures](index=94&type=section&id=Item%209A.%20Controls%20and%20Procedures.) The company's disclosure controls and procedures were deemed effective as of **December 31, 2022**. Management also assessed and maintained effective internal control over financial reporting based on the **COSO framework**, with no material changes in internal control during the most recent fiscal quarter - Disclosure controls and procedures were evaluated as **effective as of December 31, 2022** [432](index=432&type=chunk) - Management maintained **effective internal control over financial reporting** as of **December 31, 2022**, based on the **COSO framework** [435](index=435&type=chunk) - **No material changes in internal control** over financial reporting occurred during the most recent fiscal quarter [436](index=436&type=chunk) [Other Information](index=94&type=section&id=Item%209B.%20Other%20Information.) This item contains no other information - **No other information to disclose** [437](index=437&type=chunk) [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](index=94&type=section&id=Item%209C.%20Disclosures%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to the company - **Not applicable** [438](index=438&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=96&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance.) The company's leadership includes **Shawn Matthews** (CEO) and **James Bond** (CFO), supported by independent directors **Jacob Loveless**, **Steven Bischoff**, and **David Goldfarb**, all with extensive financial and technology backgrounds. The board is staggered, and founder shareholders control director appointments pre-business combination. The board has audit, nominating, and compensation committees, with **Mr. Goldfarb** as the audit committee's financial expert. Conflicts of interest exist due to management's other affiliations, but the company has a Code of Ethics and indemnification provisions for officers and directors [Directors and Executive Officers](index=96&type=section&id=Directors%20and%20Executive%20Officers) The company's leadership includes **Shawn Matthews** (CEO) and **James Bond** (CFO), supported by independent directors **Jacob Loveless**, **Steven Bischoff**, and **David Goldfarb**, all with extensive financial and technology backgrounds - **Shawn Matthews** serves as Chairman and CEO, and **James Bond** as President, CFO, and Director [441](index=441&type=chunk)[442](index=442&type=chunk) - **Independent directors** are **Jacob Loveless**, **Steven Bischoff**, and **David Goldfarb**, all with extensive experience in financial services and technology [443](index=443&type=chunk)[444](index=444&type=chunk)[445](index=445&type=chunk) [Number, Terms of Office and Election of Officers and Directors](index=97&type=section&id=Number,%20Terms%20of%20Office%20and%20Election%20of%20Officers%20and%20Directors) The board of directors is divided into **three staggered classes** with **three-year terms**, with founder shareholders controlling director appointments pre-business combination - The board of directors is divided into **three staggered classes** with **three-year terms** [446](index=446&type=chunk) - Prior to a business combination, only **founder share holders can vote** on director appointments and removals [447](index=447&type=chunk) - The sponsor will be entitled to **nominate three directors** post-business combination [448](index=448&type=chunk) [Director Independence](index=98&type=section&id=Director%20Independence) Messrs. **Loveless**, **Bischoff**, and **Goldfarb** are identified as independent directors, with the company aiming for a majority of independent directors within **one year** of Nasdaq listing - Messrs. **Loveless**, **Bischoff**, and **Goldfarb** are identified as **independent directors** under **Nasdaq rules** and **Exchange Act Rule 10A-3** [450](index=450&type=chunk) - The company aims to achieve a **majority of independent directors** within **one year** of its Nasdaq listing [450](index=450&type=chunk) [Committees of the Board of Directors](index=98&type=section&id=Committees%20of%20the%20Board%20of%20Directors) The board has an audit committee, a nominating and corporate governance committee, and a compensation committee, generally composed of independent directors - The board has an **audit committee**, a **nominating and corporate governance committee**, and a **compensation committee** [451](index=451&type=chunk) - Committees are generally required to be composed solely of **independent directors**, subject to phase-in rules [451](index=451&type=chunk) [Audit Committee](index=98&type=section&id=Audit%20Committee) The audit committee, comprising independent directors, oversees audits and compliance, with **Mr. Goldfarb** qualifying as a financial expert - The **audit committee** comprises **independent directors** Messrs. **Loveless**, **Bischoff**, and **Goldfarb** (Chairman) [452](index=452&type=chunk) - Responsibilities include oversight of audits, auditor independence, compliance, and review of related-party payments [453](index=453&type=chunk) - **Mr. Goldfarb qualifies as a "financial expert"** under Nasdaq and SEC rules [455](index=455&type=chunk) [Nominating Committee](index=99&type=section&id=Nominating%20Committee) The nominating committee oversees director nominations, focusing on candidates with achievements, experience, integrity, and diverse perspectives - The nominating committee, chaired by **Mr. Loveless**, oversees director nominations [456](index=456&type=chunk) - Nominee guidelines focus on achievements, intelligence, experience, integrity, professionalism, and diverse perspectives [457](index=457&type=chunk) [Compensation Committee](index=99&type=section&id=Compensation%20Committee) The compensation committee reviews and approves executive compensation and administers incentive plans, with discretion to retain independent consultants - The **compensation committee**, chaired by **Mr. Bischoff**, reviews and approves executive compensation and administers incentive plans [458](index=458&type=chunk)[459](index=459&type=chunk) - The committee has discretion to retain independent compensation consultants or advisors [460](index=460&type=chunk) [Compensation Committee Interlocks and Insider Participation](index=100&type=section&id=Compensation%20Committee%20Interlocks%20and%20Insider%20Participation) No executive officers serve on compensation committees of entities with executive officers on the company's board - **No executive officers serve on compensation committees** of entities with executive officers on the company's board [462](index=462&type=chunk) [Code of Ethics](index=100&type=section&id=Code%20of%20Ethics) A Code of Ethics has been adopted for directors, officers, and employees - A **Code of Ethics** has been adopted for directors, officers, and employees [463](index=463&type=chunk) [Conflicts of Interest](index=100&type=section&id=Conflicts%20of%20Interest) Directors and officers have fiduciary duties to other entities, potentially leading to conflicts of interest in business opportunities, with the charter renouncing certain corporate opportunities - Directors and officers have **fiduciary duties to other entities**, potentially leading to **conflicts of interest** in allocating business opportunities [464](index=464&type=chunk)[466](index=466&type=chunk) - The sponsor and its affiliates manage other funds that may **compete for acquisition opportunities**, and investment ideas may be directed to these funds first [470](index=470&type=chunk) - The company's charter permits directors/officers to engage in similar business activities and **renounces interest in certain corporate opportunities** [466](index=466&type=chunk)[469](index=469&type=chunk) [Limitation on Liability and Indemnification of Officers and Directors](index=104&type=section&id=Limitation%20on%20Liability%20and%20Indemnification%20of%20Officers%20and%20Directors) Officers and directors are indemnified to the maximum extent permitted by Cayman Islands law, with indemnification satisfied from funds outside the trust account or post-combination - Officers and directors are **indemnified to the maximum extent permitted by Cayman Islands law**, **excluding actual fraud, willful default, or willful neglect** [481](index=481&type=chunk) - Indemnification can only be satisfied from **funds outside the trust account** or after a business combination, as officers and directors have **waived rights to trust account monies** [482](index=482&type=chunk) [Executive Compensation](index=104&type=section&id=Item%2011.%20Executive%20Compensation.) Executive officers and directors have not received cash compensation, only expense reimbursements, with no finder's or consulting fees paid before a business combination - Executive officers and directors have **not received cash compensation** for services, only **reimbursements for out-of-pocket expenses** [485](index=485&type=chunk) - **No finder's or consulting fees will be paid** to the sponsor, executive officers, or directors before the completion of an initial business combination [485](index=485&type=chunk) - Post-business combination, directors or management may receive **consulting or management fees**, determined by the combined company's board [486](index=486&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=105&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) The company's initial shareholders, including **HCM Investor Holdings, LLC** and **Shawn Matthews**, collectively own **25.9% of outstanding ordinary shares**, granting them substantial influence over shareholder votes and director appointments prior to a business combination. They also hold private placement warrants. The table provides a breakdown of beneficial ownership | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Approximate Percentage of Outstanding Ordinary Shares | | :--- | :--- | :--- | | **HCM Investor Holdings, LLC** | **9,987,500** | **25.7%** | | **Shawn Matthews** | **9,987,500** | **25.7%** | | **James Bond** | — | — | | **Jacob Loveless** | **25,000** | * | | **Steven Bischoff** | **25,000** | * | | **David Goldfarb** | **25,000** | * | | All executive officers and directors as a group (**5 individuals**) | **10,062,500** | **25.9%** | *Less than one percent. - Initial shareholders beneficially own **25.9% of outstanding ordinary shares**, granting them **significant influence** over shareholder votes and director appointments prior to a business combination [492](index=492&type=chunk) - The sponsor and Cantor Fitzgerald purchased **13,000,000 private placement warrants** [493](index=493&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=107&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence.) This section details various related party transactions, including the Sponsor's acquisition of Founder Shares and Private Placement Warrants, and the associated registration rights. It also covers related party notes for IPO expenses and an administrative services agreement with a Sponsor affiliate. The independence of certain directors is affirmed under Nasdaq rules [Founder Shares](index=107&type=section&id=Founder%20Shares) The Sponsor acquired **10,062,500 Class B Founder Shares**, with **75,000 transferred** to independent directors, subject to transfer restrictions and conversion to Class A ordinary shares upon a business combination - The Sponsor acquired **10,062,500 Class B Founder Shares**, with **75,000 transferred** to independent directors [496](index=496&type=chunk) - **Founder Shares** are subject to **transfer restrictions** and **convert to Class A ordinary shares** upon a business combination [497](index=497&type=chunk)[400](index=400&type=chunk) [Private Placement Warrants](index=107&type=section&id=Private%20Placement%20Warrants) The Sponsor and Cantor Fitzgerald purchased **13,000,000 Private Placement Warrants** at **$1.00** each, **exercisable at $11.50 per Class A ordinary share**. These warrants are non-redeemable, exercisable on a cashless basis, and will expire worthless if no business combination - The Sponsor and Cantor Fitzgerald purchased **13,000,000 Private Placement Warrants** at **$1.00** each, **exercisable at $11.50 per Class A ordinary share** [499](index=499&type=chunk) - **Private Placement Warrants** are **non-redeemable and exercisable on a cashless basis** for initial purchasers, but are **not transferable until 30 days after a business combination** [499](index=499&type=chunk) - These warrants will **expire worthless** if a business combination is not completed within **15 months** [500](index=500&type=chunk) [Registration Rights](index=107&type=section&id=Registration%20Rights) Holders of Founder Shares and Private Placement Warrants have registration rights to demand the company register their securities for resale, with the company bearing expenses - Holders of **Founder Shares** and **Private Placement Warrants** have **registration rights** to **demand the company register their securities for resale** [501](index=501&type=chunk) - The company will **bear registration expenses**, but registration statements will **not be effective until after lock-up periods** [501](index=501&type=chunk) [Related Party Notes](index=107&type=section&id=Related%20Party%20Notes) The Sponsor provided **$300,000** in non-interest bearing promissory notes for IPO expenses, repaid at closing, with potential future Working Capital Loans convertible into warrants - The Sponsor provided **$300,000 in non-interest bearing promissory notes** for IPO expenses, **repaid at closing** [502](index=502&type=chunk) - Future **Working Capital Loans** from the Sponsor or affiliates may be **convertible into warrants** [504](index=504&type=chunk) [Administrative Services Agreement](index=108&type=section&id=Administrative%20Services%20Agreement) The company pays a Sponsor affiliate **$10,000 monthly** for administrative services, terminating upon business combination or liquidation - The company pays a Sponsor affiliate **$10,000 monthly for administrative services**, **terminating upon business combination or liquidation** [506](index=506&type=chunk) [Director Independence](index=108&type=section&id=Director%20Independence) Messrs. **Loveless**, **Bischoff**, and **Goldfarb** are independent directors per Nasdaq rules, with the company planning to achieve a majority of independent directors within **one year** of Nasdaq listing - Messrs. **Loveless**, **Bischoff**, and **Goldfarb** are **independent directors** per **Nasdaq rules** and **Exchange Act Rule 10A-3** [507](index=507&type=chunk) - The company plans to achieve a **majority of independent directors** within **one year** of Nasdaq listing [507](index=507&type=chunk) [Principal Accounting Fees and Services](index=108&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) This section details the fees paid to **Marcum LLP** for audit services, totaling **$66,040** in **2022** and **$43,775** in **2021**. No audit-related, tax, or other fees were paid. The audit committee, formed post-IPO, now pre-approves all auditing and permitted non-audit services [Audit Fees](index=108&type=section&id=Audit%20Fees) Audit fees paid to **Marcum LLP** totaled **$66,040** in **2022** and **$43,775** in **2021** | Service | Year Ended Dec 31, **2022** | Period from Feb 5, **2021** (inception) through Dec 31, **2021** | | :--- | :--- | :--- | | Audit Fees | **$66,040** | **$43,775** | [Audit-Related Fees](index=108&type=section&id=Audit-Related%20Fees) No audit-related fees were paid to **Marcum LLP** for consultations on financial accounting and reporting standards - **No audit-related fees were paid** to **Marcum LLP** for consultations on financial accounting and reporting standards [510](index=510&type=chunk) [Tax Fees](index=108&type=section&id=Tax%20Fees) No tax fees were paid to **Marcum LLP** for tax planning and advice - **No tax fees were paid** to **Marcum LLP** for tax planning and advice [511](index=511&type=chunk) [All Other Fees](index=108&type=section&id=All%20Other%20Fees) No other fees were paid to **Marcum LLP** - **No other fees were paid** to **Marcum LLP** [511](index=511&type=chunk) [Pre-Approval Policy](index=109&type=section&id=Pre-Approval%20Policy) The audit committee pre-approves all auditing and permitted non-audit services by the auditors, including fees and terms, with prior services approved by the board - The audit committee **pre-approves all auditing and permitted non-audit services** by the auditors, including fees and terms [512](index=512&type=chunk) - Services prior to the audit committee's formation were **approved by the board of directors** [512](index=512&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=110&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section lists the exhibits and financial statement schedules filed as part of the **Form 10-K**, including the underwriting agreement, business combination agreement, and various certifications - The section lists exhibits filed as part of the **Form 10-K**, including key agreements like the **Business Combination Agreement** and **certifications** [513](index=513&type=chunk)