Financial Performance - The company reported a net loss of approximately $1.3 million for the three months ended September 30, 2023, compared to a net loss of approximately $1.4 million for the same period in 2022 [147][148]. - For the nine months ended September 30, 2023, the company had a net loss of approximately $687,000, while for the same period in 2022, it reported a net income of approximately $9.2 million [149][150]. - The company has not generated any operating revenues to date and will only do so after completing its initial business combination [146]. Business Combination - The company extended the deadline to complete a business combination to December 22, 2023, with stockholders redeeming approximately $160.7 million in public shares [132][133]. - The proposed business combination with Global Hydrogen has a reduced share consideration from $57.5 million to $48.0 million [126]. - The business combination is expected to close in the second half of 2023, pending stockholder approval and customary closing conditions [130]. - The company has until December 22, 2023, to consummate a business combination, raising substantial doubt about its ability to continue as a going concern [141][142]. Cash and Investments - As of September 30, 2023, the trust account held $12,080,509 in cash and investments, including approximately $318,000 in interest income [123]. - The company placed $172.5 million in the trust account at the closing of the initial public offering [154]. - As of September 30, 2023, the company had borrowed $20,000 under a promissory note from the Sponsor, which allows for borrowings up to $300,000 [159]. - The company has no borrowings under working capital loans as of September 30, 2023 [158]. Expenses and Costs - The company incurred $10,000 in administrative services expenses for the three months ended September 30, 2023, and $90,000 for the nine months ended September 30, 2023 [160]. - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs [146]. IPO and Underwriting - The company raised gross proceeds of $172.5 million from its initial public offering, with offering costs of approximately $10.0 million [121]. - The company granted underwriters a 45-day option to purchase up to 2,250,000 additional units at the initial public offering price, resulting in an underwriting discount of $3,450,000 ($0.20 per unit sold) paid at closing [163]. - On December 22, 2020, the company issued 2,250,000 units in connection with the underwriters' full exercise of the over-allotment option [163]. - The company entered into an amendment letter with Cantor Fitzgerald & Co. to waive the Deferred Discount, agreeing to an advisory fee of $3,800,000 [165]. Legal and Settlement - The company received $2.75 million as part of a settlement agreement related to the terminated TradeZero merger agreement [137]. - The company received $2.75 million from a lawsuit settlement in January 2023, which was primarily used to pay accounts payable and expenses [140]. Reporting and Disclosures - As of September 30, 2023, the company reported a working capital deficit of approximately $2.0 million [139]. - As of September 30, 2023, the company reported no off-balance sheet arrangements [167]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [168].

Financial Performance - The company had a net loss of approximately $558,000 for the three months ended June 30, 2023, with general and administrative expenses totaling approximately $883,000[149]. - For the six months ended June 30, 2023, the company reported a net income of approximately $650,000, primarily from other income of approximately $2.1 million from the write-off of legal fees[151]. - The company had a net income of approximately $4.9 million for the six months ended June 30, 2022, driven by non-operating gains from the change in fair value of derivative warrant liabilities[152]. - The company has incurred approximately $1.1 million in general and administrative expenses for the six months ended June 30, 2023[151]. Business Combination - The company extended the deadline to complete a business combination to December 22, 2023, with stockholders redeeming approximately $160.7 million for public shares[134][136]. - A proposed business combination with Global Hydrogen is expected to close in the second half of 2023, subject to stockholder approval and customary closing conditions[133]. - The business combination with Global Hydrogen involves a valuation of $57.5 million, with shares exchanged based on a defined exchange ratio[132]. - The company plans to liquidate and dissolve if a business combination is not completed by December 22, 2023[127][128]. - The company has until December 22, 2023, to consummate a business combination, raising substantial doubt about its ability to continue as a going concern[144]. Capital and Funding - The company raised gross proceeds of $172.5 million from its initial public offering, with offering costs of approximately $10.0 million[124]. - As of June 30, 2023, the trust account held $11,963,187 in cash and investments, including approximately $143,000 in interest income[126]. - The company had $172.5 million placed in the trust account at the closing of the initial public offering[155]. - The company issued an unsecured promissory note to the Sponsor for borrowings of up to $300,000, which is payable upon the earlier of December 31, 2023, or the completion of the business combination[160]. Legal and Settlement Matters - The company received $2.75 million as part of a settlement agreement related to the terminated TradeZero merger agreement[140]. - The company received $2.75 million from a lawsuit settlement in January 2023, which was used to pay accounts payable and expenses[143]. Stockholder Information - The company has a total of 5,494,554 shares of common stock outstanding after redemptions[136]. - The company is a blank check company formed for the purpose of effecting a business combination with one or more businesses[123]. Operational Status - The company has not generated any operating revenues to date and will not do so until after completing its initial business combination[148]. - The company incurred $30,000 in administrative services expenses for the three months ended June 30, 2023, under an agreement with the Sponsor[161]. - No off-balance sheet arrangements were reported as of June 30, 2023, and December 31, 2022[168]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[169].

Financial Position - As of March 31, 2023, the trust account held $11,855,267 in cash and investments, including approximately $34,000 in interest income available for tax obligations [121]. - The company had a working capital deficit of approximately $112,000 as of March 31, 2023, excluding tax obligations of approximately $128,000 [132]. - The company received $2.75 million from a settlement agreement with TradeZero in January 2023, which was primarily used to pay accounts payable and expenses [133]. - Stockholders redeemed approximately $160.7 million worth of public shares during the June 2022 special meeting, leaving approximately $11.8 million in the trust account [126]. - The Company has no borrowings under working capital loans as of March 31, 2023, and December 31, 2022 [148]. - As of March 31, 2023, there were $1,500 due to related parties [150]. Income and Expenses - For the three months ended March 31, 2023, the company reported a net income of approximately $1.2 million, driven by $2.1 million in other income and $93,000 in income from investments, offset by $674,000 in non-operating losses and $197,000 in general and administrative expenses [140]. - The Company incurred $30,000 in administrative services expenses for the three months ended March 31, 2023, under an agreement with the Sponsor [149]. - The company incurred approximately $10.0 million in offering costs during its initial public offering, including $6.0 million in deferred underwriting commissions [119]. Business Operations - The company has not generated any operating revenues to date and will only do so after completing a business combination [139]. - The company has until December 22, 2023, to complete a business combination; otherwise, it will cease operations and liquidate [122]. Tax and Regulatory Matters - The company is subject to a new 1% U.S. federal excise tax on stock repurchases, effective in 2023, which may affect its financial strategies [136]. Shareholder and Equity Information - The Sponsor purchased 3,737,500 Founder Shares for an aggregate price of $25,000, which were converted into 4,312,500 Founder Shares after a stock split [142]. - The private placement of 4,850,000 warrants at $1.00 each generated proceeds of $4,850,000, with $172,500,000 placed in the trust account at the closing of the initial public offering [144]. - The holders of Founder Shares and private placement warrants are entitled to registration rights, allowing them to demand registration for sale under the Securities Act [151]. Other Considerations - The company has been evaluating the impact of the COVID-19 pandemic, but the specific impact remains indeterminate as of the latest reporting date [135]. - The Sponsor agreed to loan up to $200,000 to cover IPO expenses, of which approximately $31,000 was borrowed and fully repaid [147]. - The Company did not have any off-balance sheet arrangements as of March 31, 2023, and December 31, 2022 [156]. - The underwriters exercised their over-allotment option in full, resulting in the issuance of 2,250,000 additional units and an underwriting discount of $3,450,000 [152]. - The Company has not identified any critical accounting estimates that could significantly affect its financial statements [154].

Financial Position and Obligations - As of December 31, 2022, the company had approximately $300 in cash and working capital of approximately $1.7 million, excluding tax obligations of approximately $205,000[88]. - The company had $11,970,547 in investments and cash held in the trust account as of December 31, 2022, which includes approximately $150,000 in interest income available for tax obligations[123]. - The company may need to seek additional financing to complete its initial business combination if the cash portion of the purchase price exceeds available funds, which could lead to restructuring or abandonment of the deal[110]. - The company must maintain a minimum stockholders' equity of $2.5 million and a minimum of 300 public holders to continue listing its securities on Nasdaq[149]. Business Combination Plans - The company expects to incur significant costs in pursuit of its acquisition plans and aims to complete its initial business combination by December 22, 2023[88]. - If the business combination is not consummated by the deadline, there will be a mandatory liquidation and subsequent dissolution of the company[88]. - The company may only be able to complete one business combination with the proceeds from the initial public offering, leading to a lack of diversification[123]. - The company may attempt to complete multiple business combinations simultaneously, which could increase costs and operational risks[125]. Risks and Liabilities - The per-share redemption amount for stockholders may be less than $10.00 due to potential claims against the trust account[89]. - Stockholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares[97]. - The company does not intend to comply with certain procedures under Delaware law that could limit stockholder liability in the event of a liquidation[98]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[120]. Compliance and Regulatory Issues - A new 1% U.S. federal excise tax on stock repurchases will be imposed starting in 2023, which could reduce cash available for business combinations or redemptions[95]. - The interpretation and operation of the new Excise Tax remain unclear, and interim operating rules are subject to change[96]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, hindering its ability to complete a business combination[140]. - The company is subject to laws and regulations that may change, potentially having a material adverse effect on its business and results of operations[183]. Governance and Control - Initial stockholders control 20% of the company's common stock, allowing them to exert substantial influence over stockholder votes, including amendments to the certificate of incorporation[111]. - The company is not required to hold an annual meeting to elect new directors prior to the initial business combination, which may affect governance[99]. - The company has not adopted a policy prohibiting directors and officers from having financial interests in transactions, which may lead to conflicts of interest[134]. - The company may engage in business combinations with target businesses affiliated with its Sponsor or directors, potentially raising conflicts of interest[136]. Internal Controls and Financial Reporting - The company has identified a material weakness in its internal control over financial reporting, which could adversely affect the accuracy and timeliness of its financial reporting[189]. - The material weakness resulted in the restatement of the company's interim financial statements for the quarters ended June 30, 2022, and September 30, 2022[190]. - The company plans to enhance its internal controls and processes to address the identified material weakness, although the effectiveness of these initiatives cannot be guaranteed[191]. - The company’s ability to maintain adequate internal controls is critical to prevent future material weaknesses or restatements[194]. Market and Stockholder Considerations - The company received a notice from Nasdaq on January 9, 2023, indicating a deficiency in meeting the requirements of Listing Rule 5620(a) regarding annual shareholder meetings[147]. - The Company received a notice from Nasdaq indicating that the minimum Market Value of Listed Securities (MVLS) for its Class A common stock was below the $35 million requirement for continued listing[148]. - If the Company fails to regain compliance, its Class A common stock may be delisted from Nasdaq, which could lead to significant adverse consequences including reduced liquidity and limited market quotations[150]. - The issuance of additional shares of Class A common stock or preferred stock may significantly dilute the equity interest of existing investors[155]. Warrant and Shareholder Rights - The company issued warrants to purchase 8,625,000 shares of Class A common stock at an exercise price of $11.50 per share, along with an additional 4,850,000 private placement warrants[173]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period[172]. - The company’s amended and restated certificate of incorporation includes provisions that may discourage unsolicited takeover proposals, such as a staggered board of directors[175]. - The grant of registration rights to initial stockholders may complicate the completion of the initial business combination and adversely affect the market price of Class A common stock[163]. Management and Operational Risks - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve its business objectives[179]. - Past performance of the management team is not indicative of future performance, and there is no guarantee of success in locating a suitable candidate for the initial business combination[180]. - The loss of key personnel could adversely affect the operations and profitability of the post-combination business[129]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses[113]. Cybersecurity and Technological Vulnerabilities - The company relies on digital technologies and is vulnerable to cyber incidents, which could lead to financial loss and operational disruption[182].

Financial Performance - For the three months ended September 30, 2022, the company reported a net loss of approximately $1.4 million, primarily due to general and administrative expenses of approximately $1.4 million[149]. - For the three months ended September 30, 2021, the company had a net income of approximately $1.8 million, driven by a non-operating gain of approximately $2.0 million from the change in fair value of derivative warrant liabilities[150]. - For the three months ended September 30, 2022, the company achieved a net income of approximately $9.2 million, which included a non-operating gain of approximately $5.9 million from the change in fair value of derivative warrant liabilities[151]. - The company has not generated any operating revenues to date and will only do so after completing its initial business combination[148]. - The diluted net income per share for the three and nine months ended September 30, 2022, and 2021 is the same as basic net income per share due to the contingent nature of warrants[171]. Initial Public Offering and Financial Position - The company raised gross proceeds of $172.5 million from its initial public offering, with offering costs of approximately $10.0 million[126]. - As of September 30, 2022, the company had approximately $172.5 million held in the trust account from the initial public offering[155]. - As of September 30, 2022, the company had a working capital deficit of approximately $4.4 million and only $300 in its operating bank account[138]. - Stockholders holding 16,409,033 public shares redeemed their shares for approximately $164.1 million, leaving about $8.4 million in the trust account[131]. - The company has a total of 1,182,054 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity[168]. Business Combination and Liquidation - The company has until December 22, 2023, to complete a business combination, or it will face mandatory liquidation[140]. - If the company does not complete a business combination by December 22, 2023, the proceeds will be part of the liquidating distribution to public stockholders[157]. - The proposed merger with TradeZero involves a cash disbursement of up to $30 million to TradeZero's shareholders at closing[134]. - The merger agreement includes provisions for earn-out shares, with up to 9,000,000 additional shares contingent on achieving specific stock price milestones[134]. - Following the special meeting on June 14, 2022, the deadline for completing a business combination was extended to December 22, 2023[141]. - The company has a liquidity concern due to the uncertainty of completing a business combination by the deadline[140]. - The company has not made adjustments to asset or liability carrying amounts in anticipation of potential liquidation after December 22, 2023[145]. Regulatory and Compliance Matters - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[174]. - 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[175]. - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[148]. - The company has a promissory note with the Sponsor for up to $200,000 to cover initial public offering expenses, of which approximately $31,000 was borrowed[158]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[180]. - As of September 30, 2022, there were no off-balance sheet arrangements or commitments[179]. - The FASB issued ASU 2022-03, effective for fiscal years beginning after December 15, 2023, which clarifies fair value measurement of equity securities subject to contractual sale restrictions[177]. - The company does not believe any recently issued accounting pronouncements will materially affect its financial statements[178]. Management and Operational Concerns - Management continues to assess the impact of the COVID-19 pandemic, which remains indeterminate as of the latest reporting dates[146]. - The company incurred $30,000 in administrative services expenses for the three months ended September 30, 2022, under an agreement with the Sponsor[160]. - The public and private placement warrants are recognized as derivative liabilities at fair value, with the initial fair value of public warrants measured using a Monte Carlo simulation model[173].

Financial Performance - The company reported a net income of approximately $7.4 million for the three months ended June 30, 2022, primarily due to non-operating gains from the change in fair value of derivative warrant liabilities and forgiveness of deferred underwriting commissions[141]. - For the three months ended June 30, 2021, the company reported a net loss of approximately $2.7 million, primarily due to a non-operating loss of $2.4 million from the change in fair value of derivative warrant liabilities[142]. - For the six months ended June 30, 2022, the company achieved a net income of approximately $10.6 million, which included a non-operating gain of $5.9 million from the change in fair value of derivative warrant liabilities[143]. - For the six months ended June 30, 2021, the company reported a net income of approximately $3.3 million, driven by a non-operating gain of $3.8 million from the change in fair value of derivative warrant liabilities[144]. - The company incurred approximately $1.4 million in general and administrative expenses for the six months ended June 30, 2022[143]. - The company incurred approximately $1.0 million in general and administrative expenses for the three months ended June 30, 2022[141]. IPO and Capital Structure - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[120]. - The underwriters exercised their over-allotment option in full on December 22, 2020, resulting in the issuance of 2,250,000 additional units[156]. - The company completed a private placement of 4,850,000 private placement warrants at a price of $1.00 per warrant, generating proceeds of $4.85 million[148]. - As of June 30, 2022, the company had 1,182,054 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity[160]. Business Combination and Merger - The company has until December 22, 2023, to complete a business combination, or it will face mandatory liquidation[134]. - The proposed merger with TradeZero includes a cash disbursement of up to $30 million to TradeZero's shareholders at closing[128]. - The merger agreement allows for the issuance of up to 9,000,000 additional shares of New TradeZero Common Stock based on certain performance milestones[128]. - The company intends to complete the proposed business combination before the mandatory liquidation date but acknowledges uncertainty in achieving this goal[138]. Financial Position and Obligations - As of June 30, 2022, the company had a working capital deficit of approximately $2.9 million and only $6,000 in its operating bank account[132]. - The company has incurred no operating revenues to date and will only generate non-operating income from interest on cash equivalents held in the trust account[140]. - The company has a working capital loan agreement that allows for up to $1.5 million to be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant[152]. - As of June 30, 2022, the company had no off-balance sheet arrangements or contractual obligations[171]. Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[166]. - 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[167]. - The FASB issued ASU 2022-03, effective for fiscal years beginning after December 15, 2023, which clarifies fair value measurement for equity securities with contractual sale restrictions[168]. - The company does not anticipate any material effects on its financial statements from recently issued accounting pronouncements that are not yet effective[169]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[172]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[172].

IPO and Financing - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $172.5 million from the sale of 17,250,000 units at $10.00 per unit[114]. - The company raised approximately $4.9 million from the private placement of 4,850,000 warrants at $1.00 each, which are exercisable at $11.50 per share[115]. - The Sponsor agreed to loan the company up to $200,000 to cover IPO-related expenses, of which approximately $31,000 was borrowed and fully repaid by December 22, 2020[138]. - The company recognized an underwriting discount of $3,450,000 ($0.20 per unit sold) at the closing of the IPO on December 22, 2020[143]. Financial Performance - As of March 31, 2022, the company reported a net income of approximately $3.3 million, primarily from a non-operating gain of $3.6 million related to changes in fair value of derivative warrant liabilities[130]. - The company has not generated any operating revenues to date and will only generate non-operating income from interest on cash equivalents held in the trust account[129]. - The company incurred approximately $354,000 in general and administrative expenses for the three months ended March 31, 2022[130]. - The company incurred $30,000 in administrative services expenses for both the three months ended March 31, 2022 and 2021 under the Administrative Services Agreement[140]. Working Capital and Liquidity - The company has a working capital deficit of approximately $1.8 million as of March 31, 2022, with only about $19,000 in its operating bank account[123]. - The company has no borrowings under working capital loans as of March 31, 2022 and December 31, 2021[139]. - The company has not made any adjustments to asset or liability carrying amounts in anticipation of potential liquidation after June 22, 2022[126]. Business Combination - The company has until June 22, 2022, to complete a business combination; failure to do so will result in mandatory liquidation and dissolution[125]. - The proposed business combination with TradeZero involves a valuation of $500 million, with shares being converted based on an exchange ratio determined by the number of outstanding shares prior to closing[118]. - Holders of TradeZero Common Stock will receive a cash disbursement at closing, capped at $30 million, depending on TradeZero's cash balance[119]. Accounting and Valuation - The company has identified critical accounting policies that may affect reported amounts of assets, liabilities, revenues, and expenses[144]. - The fair value of the public warrants was initially measured using a Monte Carlo simulation model, while the private placement warrants were estimated using Black-Scholes[151]. - The company has not had any off-balance sheet arrangements as of March 31, 2022 and December 31, 2021[155]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[152]. Risk Management - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[156]. - As of March 31, 2022, a total of 17,250,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity[146].

Financial Condition and Risks - As of December 31, 2021, the company had $116,140 in cash and a working capital deficit of $1,681,381, raising substantial doubt about its ability to continue as a going concern[99]. - The company plans to consummate its initial business combination by June 22, 2022, but there is no assurance that this will be successful[99]. - If the business combination is not completed by the deadline, a mandatory liquidation and subsequent dissolution of the company will occur[99]. - The per-share redemption amount for stockholders may be less than $10.00 due to potential claims against the trust account[100][101]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and executive officers, which could discourage stockholders from bringing lawsuits[104]. - If bankruptcy occurs after distributing proceeds from the trust account, stockholders may be viewed as having received preferential transfers, exposing them to potential recovery claims[105][106]. - Stockholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares[107]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[136]. - The company is solely dependent on completing one business combination, which may limit diversification and negatively impact operations and profitability[137]. - The company may face additional risks associated with cross-border business combinations, including currency fluctuations and regulatory approvals[133]. - The company may face challenges in completing initial business combinations due to compliance obligations under the Sarbanes-Oxley Act, which could increase costs and time[115]. Business Combination and Management - The company may seek business combination opportunities outside of its management's areas of expertise, which could lead to inadequate risk assessment[111]. - The company may enter into a business combination with a target that does not meet its established criteria and guidelines, potentially affecting the success of the combination[112]. - The company is not required to obtain an independent opinion on the fairness of the price paid for target businesses, relying instead on the judgment of its board of directors[113]. - The absence of a specified maximum redemption threshold may allow the company to complete initial business combinations even if a substantial majority of stockholders do not agree[118]. - Initial stockholders control 20% of the outstanding common stock, potentially influencing actions requiring stockholder votes[125]. - The company may need to seek additional financing if the cash portion of the purchase price exceeds available funds, which could lead to restructuring or abandonment of business combinations[124]. - Key personnel may negotiate agreements that could create conflicts of interest in selecting target businesses[129]. - The company may incur substantial costs in investigating target businesses, which would not be recoverable if a business combination is not completed[128]. - The company may have limited ability to assess the management of prospective target businesses, impacting the success of post-combination operations[131]. - If the company fails to complete its initial business combination, public stockholders may only receive their pro rata portion of the funds in the trust account, and warrants may expire worthless[127]. - The company may pursue a private company for its initial business combination, which could result in a less profitable outcome due to limited available information[144]. - The company’s executive officers and directors may have conflicts of interest due to their obligations to other entities, potentially affecting business combination decisions[151]. - The company may engage in business combinations with affiliated entities, which could lead to potential conflicts of interest[154]. - The company cannot assure that it will maintain control of a target business after the initial business combination, potentially affecting operations and profitability[155]. - Key personnel of an acquisition candidate may resign post-combination, which could negatively impact the business[156]. Regulatory and Compliance Issues - The company must ensure that it does not exceed 40% of its assets in investment securities to avoid being classified as an investment company under the Investment Company Act[158]. - The trust account proceeds are restricted to investments in U.S. government securities or money market funds, limiting investment options[159]. - The company must maintain a minimum stockholders' equity of $2.5 million and at least 300 public holders to remain listed on Nasdaq[160]. - If delisted from Nasdaq, the company may face significant adverse consequences, including reduced liquidity and increased regulatory scrutiny[161]. - The company may issue additional shares of Class A common stock or preferred stock, which could dilute existing stockholders' interests[162]. - The company is subject to anti-takeover provisions under Delaware law, which may inhibit a takeover and limit the price investors might be willing to pay for shares[188]. Securities and Market Risks - Warrants will not be exercisable unless the underlying Class A common stock is registered or exempt from registration[165]. - The company plans to file a registration statement for the Class A common stock issuable upon exercise of the warrants within 15 business days after the initial business combination[166]. - The company may require warrant holders to exercise their warrants on a cashless basis under certain conditions, potentially resulting in fewer shares received compared to cash exercise[171]. - If the company issues additional shares of Class A common stock or equity-linked securities for less than $9.20 per share, the exercise price of the warrants will be adjusted to 115% of the higher of the market value and the newly issued price[181]. - The company has the ability to redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A common stock exceeds $18.00 for any 20 trading days within a 30 trading-day period[182]. - The grant of registration rights to initial stockholders may complicate the completion of the initial business combination and adversely affect the market price of Class A common stock[172]. - The initial stockholders will receive additional shares of Class A common stock if certain shares are issued to consummate the initial business combination, potentially increasing their equity stake[173]. - The company may amend agreements related to the initial public offering without stockholder approval, which could impact the value of investments in its securities[174]. - The warrant agreement allows for amendments that may adversely affect public warrant holders with the approval of at least 50% of the outstanding public warrants[175]. - The company may face challenges in consummating an initial business combination if it issues shares at a price below $9.20, affecting the exercise price of warrants[181]. - The existence of registration rights may lead to increased costs or difficulties in concluding the initial business combination[172]. - The company’s warrants may adversely affect the market price of Class A common stock and complicate the initial business combination process[183]. - The company issued warrants to purchase 8,625,000 shares of Class A common stock as part of the initial public offering, along with 4,850,000 private placement warrants at $11.50 per share[184]. - The potential issuance of additional shares upon the exercise of warrants could make the company a less attractive acquisition vehicle, potentially increasing the cost of acquiring target businesses[184]. - Each unit sold in the IPO contains one-half of one public warrant, which may result in the units being worth less than those of other special purpose acquisition companies[186]. Internal Control and Reporting - The company has identified a material weakness in internal control over financial reporting, particularly related to the accounting for complex financial instruments, leading to a restatement of financial statements[202]. - The company is classified as an emerging growth company, allowing it to take advantage of certain exemptions from disclosure requirements, which may affect the attractiveness of its securities to investors[196]. - The company is also a smaller reporting company, which may result in reduced disclosure obligations, making comparisons with other public companies difficult[199]. - Changes in the fair value of warrants, accounted for as liabilities, could materially affect the company's financial results and market price of its common stock[200]. - The company has identified a material weakness in its internal control over financial reporting, particularly related to complex financial instruments[206]. - A prior restatement of financial statements occurred for the balance sheet as of December 22, 2020, and for annual and interim financial statements for 2020 and 2021[206]. - The company is implementing a remediation plan to enhance internal controls, which includes improving processes and increasing communication among personnel[203]. - There is no assurance that the remediation efforts will be successful or that additional material weaknesses will not arise in the future[205]. - Potential litigation risks exist due to the identified material weakness and prior restatements, which could adversely affect the company's operations and financial condition[207]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[269]. Cybersecurity Risks - Cybersecurity risks are significant, especially when engaging with target businesses in the travel sector, which handle sensitive customer data[194].

Financial Performance - For the three months ended September 30, 2021, the company reported a net income of approximately $1.8 million, consisting of $2.0 million in non-operating gain from the change in fair value of derivative warrant liabilities and approximately $20,000 in income on investments held in the Trust Account [123]. - For the nine months ended September 30, 2021, the company had a net income of approximately $5.2 million, which included $5.8 million in non-operating gain from the change in fair value of derivative warrant liabilities and approximately $89,000 in income on investments held in the Trust Account [124]. Financial Position - As of September 30, 2021, the company had approximately $240,000 in cash in its operating account and working capital of approximately $199,000 [127]. - As of September 30, 2021, the company did not have any long-term debt, capital, or operating lease obligations [130]. - The company had 17,250,000 shares of Class A common stock subject to possible redemption, presented at redemption value as temporary equity [134]. Business Operations - The company has not engaged in any significant business operations nor generated any revenues to date, with all activities relating to its formation and the Public Offering [122]. - The company expects to incur significant costs in the pursuit of its initial Business Combination and cannot assure that its plans to raise capital or complete the Business Combination will be successful [121]. - The company entered into a Merger Agreement on October 12, 2021, to effect an initial Business Combination with TradeZero Holding Corp. [126]. Risk Management - The company recognized the fair value of derivative warrant liabilities at each reporting period, with the initial fair value of the Public Warrants measured using a Monte Carlo simulation model [132]. - The company does not expect to engage in any hedging activities with respect to the market risk to which it is exposed [142].

Financial Performance - For the three months ended June 30, 2021, the company reported a net loss of approximately $2.7 million, primarily due to a non-operating loss of $2.4 million from the change in fair value of derivative warrant liabilities[104]. - For the six months ended June 30, 2021, the company achieved a net income of approximately $3.3 million, driven by a non-operating gain of $3.8 million from the change in fair value of derivative warrant liabilities[105]. Cash and Working Capital - As of June 30, 2021, the company had approximately $326,000 in cash in its operating account and working capital of approximately $358,000, excluding tax obligations[106]. - As of June 30, 2021, the company had no long-term debt or capital lease obligations, and it entered into an administrative services agreement with the Sponsor for up to $10,000 per month[109]. Business Operations - The company has not engaged in any significant business operations or generated any revenues to date, with all activities related to its formation and the Public Offering[103]. - The company anticipates using funds held outside of the Trust Account for various operational needs, including identifying and evaluating prospective Business Combination candidates[108]. Public Company Expenses - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses as it seeks a suitable Business Combination[103]. Equity and Financial Instruments - The company has classified 15,098,629 shares of Class A common stock as temporary equity, subject to possible redemption, as of June 30, 2021[112]. - The company has adopted ASU 2020-06, which simplifies accounting for convertible instruments, effective January 1, 2021, with no impact on its financial position[116]. Market Risk Management - The company does not expect to engage in any hedging activities with respect to market risk[119].