Taxation and Financial Obligations - The effective tax rate for the six months ended June 30, 2024, was 22.83%, compared to 42.10% for the same period in 2023[62] - The Company incurred $190,370 in excise tax related to stock buybacks for the three months ended June 30, 2024, compared to $0 for the same period in 2023[64] - The Company’s management does not expect the total amount of unrecognized tax benefits to materially change over the next twelve months[62] Stock and Equity - As of June 30, 2024, there were 1,264,184 shares of common stock subject to possible redemption, classified as temporary equity[54] - The Company’s common stock features certain redemption rights that are considered to be outside of its control[54] - As of June 30, 2024, common stock subject to possible redemption was valued at $14,366,262[84] - The Sponsor entered into Non-Redemption Agreements with stockholders, resulting in the transfer of 1,297,500 Founder Shares valued at $452,026 or $0.35 per share[96] - As of June 30, 2024, the Company had 2,637,500 shares of common stock issued and outstanding, excluding 1,264,184 shares subject to possible redemption[98] Financial Position and Cash Flow - The Company did not have any cash equivalents as of June 30, 2024, and December 31, 2023[49] - The Company’s cash and investment held in the Trust Account were primarily in money market funds invested in U.S. Treasury securities as of June 30, 2024[50] - As of June 30, 2024, the company had cash of $83,663, with approximately $480,000 of proceeds held outside the trust account available for operational expenses and target business evaluations[123][127] - The company generated net cash used in operating activities of $691,270 for the six months ended June 30, 2024, compared to $600,647 for the same period in 2023, indicating an increase in cash outflow[121][122] Initial Public Offering (IPO) Details - The company sold 10,350,000 Units in its Initial Public Offering at a purchase price of $10.00 per Unit, including a full exercise of the underwriters' over-allotment option[81] - The gross proceeds from the Initial Public Offering were $103,500,000, with offering costs totaling $(2,511,906)[86] - The company completed its IPO on December 13, 2021, raising gross proceeds of $103.5 million from the sale of 10,350,000 units at $10.00 per unit, including an over-allotment option[116][123] - The company incurred transaction costs of $4,832,697 related to the IPO, which included $1,811,250 in underwriting fees and $2,587,500 in deferred underwriting fees[124] Business Combination and Extensions - The company has the right to extend the deadline for completing a business combination by depositing $100,000 into the trust account for each one-month extension, with the latest extension allowing until June 13, 2024[93] - The Company deposited $50,000 into the Trust Account on July 8, 2024, to extend the time to complete a business combination until August 13, 2024[113] - The Company also deposited another $50,000 into the Trust Account on August 1, 2024, extending the deadline to September 13, 2024[113] - If the company does not complete a business combination by September 13, 2024, it will trigger an automatic winding up and liquidation process[133] Expenses and Income - Basic net income per share for the three months ended June 30, 2024, was $0.19, while diluted net income per share was the same due to no dilutive securities being present[71] - Total expenses for the three months ended June 30, 2024, amounted to $(1,043,222), compared to $(403,860) for the same period in 2023, indicating an increase in expenses[71] - For the six months ended June 30, 2024, the company reported a net income of $262,120, compared to a net income of $255,065 for the same period in 2023, reflecting a year-over-year increase of approximately 2.1%[120][122] - The company expects to incur increased expenses as a public entity, particularly for legal, financial reporting, and due diligence activities[120] Financial Instruments and Valuation - The fair value of certain financial instruments approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets as of June 30, 2024[59] - The fair value of the Company's financial assets includes U.S. Treasury Securities held in the Trust Account, with a fair value of $14,366,262 as of December 31, 2023[108] - The diluted loss per share is the same as the basic loss per share, as the warrants sold in the IPO are contingent upon future events and are considered antidilutive[143] - Changes in the estimated fair value of warrants are recognized as a non-cash gain or loss on the statements of operations[140] Management and Risk Assessment - Management is evaluating the impact of global events such as the COVID-19 pandemic and geopolitical conflicts on the Company's financial position[110] - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2024, ensuring a clean balance sheet[135] - The company has not identified any significant accounting policies that could materially affect reported amounts[138] - As of June 30, 2024, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury bills and money market funds[144] Other Financial Commitments - The company has a temporary advance of $520,500 from the Sponsor as of June 30, 2024, which is unsecured and interest-free[90] - The company has an obligation to pay $10,000 monthly for administrative services, with an unpaid balance of $310,000 as of June 30, 2024[91] - The company issued four unsecured promissory notes to the Sponsor totaling $1,120,000, which mature upon the closing of a business combination[92] - The company has the option to convert up to $1,000,000 of Working Capital Loans into warrants at a price of $1.00 per warrant[97] - The company has not issued any Working Capital Loans as of June 30, 2024, and December 31, 2023[97]

Company Overview - Inception Growth Acquisition Limited is a publicly traded special purpose acquisition company (SPAC) incorporated in Delaware, focused on executing business combinations such as mergers, capital stock exchanges, asset acquisitions, and reorganizations with one or more businesses or entities [4]. Recent Developments - On July 8, 2024, the Company deposited $50,000 into its trust account to extend the deadline for completing a business combination by one month, moving the deadline from July 13, 2024, to August 13, 2024. This extension aims to provide additional time for the Company to finalize a business combination [3].

Core Points - Inception Growth Acquisition Limited announced that its stockholders voted in favor of proposals to amend its certificate of incorporation and investment management trust agreement [2] - The amendments allow the Company to extend the liquidation date of its Trust Account by six times for an additional month each time, from June 13, 2024, to December 13, 2024, by depositing either $50,000 or an amount equal to $0.04 multiplied by the number of common stock issued that has not been redeemed [2] - On June 6, 2024, the Company deposited $50,000 into the Trust Account to extend the period for completing a business combination by one month, from June 13, 2024, to July 13, 2024 [2]

Core Points - Inception Growth Acquisition Limited announced that its stockholders voted in favor of proposals to amend its certificate of incorporation and investment management trust agreement [2] - The amendments allow the Company to extend the liquidation date of its Trust Account by six times for an additional month each time, from June 13, 2024, to December 13, 2024, with a deposit requirement [2] - The Company deposited $50,000 into the Trust Account on June 6, 2024, to extend the business combination period by one month, from June 13, 2024, to July 13, 2024 [2]

Financial Performance - Net income for the three months ended March 31, 2024, was $128,029, compared to $34,989 for the same period in 2023, representing a significant increase [69]. - Basic and diluted net income per share for the three months ended March 31, 2024, was $0.10, compared to a loss of $0.05 per share in the same period of 2023 [69]. - Total expenses for the three months ended March 31, 2024, were $134,396, up from $120,122 in the same period of 2023 [69]. Taxation - The effective tax rate for the three months ended March 31, 2024, was 22.9%, down from 31.9% for the same period in 2023, primarily due to valuation allowance on deferred tax assets [66]. - The company incurred $0 in excise tax related to stock buybacks for the three months ended March 31, 2024, compared to $604,113 for the same period in 2023 [67]. - The company has not recognized any unrecognized tax benefits or accrued interest and penalties as of March 31, 2024, and December 31, 2023 [64]. Stock and Equity - As of March 31, 2024, the company had 2,950,891 shares of common stock subject to possible redemption, classified as temporary equity [59]. - As of March 31, 2024, common stock subject to possible redemption was valued at $32,775,852 [76]. - The weighted-average shares outstanding for the three months ended March 31, 2024, were 2,950,891, compared to 2,637,500 for the same period in 2023 [69]. Business Combination and Financing - The company has the right to extend the deadline for completing a business combination by nine times for an additional month each time, with the latest extension date being June 13, 2024 [84]. - The company issued four unsecured promissory notes to the Sponsor totaling $1,120,000, which mature upon the closing of a business combination [82]. - The company has a temporary advance of $316,008 from the Sponsor as of March 31, 2024 [80]. - The Company has extended the time to complete a business combination until May 13, 2024, by depositing $100,000 into the Trust Account on April 3, 2024 [103]. - A second deposit of $100,000 was made on May 6, 2024, extending the deadline for a business combination until June 13, 2024 [104]. Investments and Cash Management - The company did not have any cash equivalents as of March 31, 2024, and December 31, 2023 [57]. - The company’s cash and investment held in the trust account were primarily in money market funds invested in U.S. Treasury securities as of March 31, 2024 [57]. - As of March 31, 2024, the fair value of U.S. Treasury Securities held in the Trust Account is $32,775,852, compared to $32,055,202 as of December 31, 2023, indicating an increase of approximately 2.2% [98]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements [53]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies [54]. - The company’s financial statements are prepared in accordance with U.S. GAAP and include all necessary adjustments for fair presentation [51]. Market and Risk Factors - The Company is evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war, and the conflict in Israel and Palestine on its financial position, although specific impacts are not determinable at this time [99]. - The Company is not subject to any market or interest rate risk as of March 31, 2024, due to investments in U.S. government treasury bills and money market funds [139]. Warrants - The Public Warrants will expire five years after the completion of a Business Combination, or earlier upon redemption or liquidation [94]. - The Company may redeem the Public Warrants at a price of $0.01 per warrant if the last sale price of ordinary shares equals or exceeds $18 per share for any 30 trading days within a 30-day period [93]. - The Private Warrants are non-redeemable and will be exercisable on a cashless basis as long as they are held by initial purchasers or their permitted transferees [92]. Fair Value Measurement - The fair value measurement hierarchy includes Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs) for classifying assets and liabilities [95][96]. - The fair value of Founder Shares to be transferred to Non-Redeeming Stockholders was estimated at $452,026, or $0.35 per share [85].

New York, April 08, 2024 (GLOBE NEWSWIRE) -- Inception Growth Acquisition Limited (NASDAQ:IGTA, the "Company"))), a publicly traded special purpose acquisition company, announced today that on April 3, 2024, the Company deposited $100,000 into the Company's trust account (the "Trust Account")  in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from April 13, 2024 to May 13, 2024. The purpose of the extension is to provide addition ...

IPO and Financial Position - The company completed its IPO on December 13, 2021, raising gross proceeds of $103.5 million from the sale of 10,350,000 units at $10.00 per unit[164]. - As of December 31, 2023, the company held $32,055,202 in a Trust Account, which includes net proceeds from the IPO and private placements[156]. - The company has cash of $60,440 outside the Trust Account as of December 31, 2023[169]. - The company has 5,588,391 shares of common stock issued and outstanding as of February 7, 2024[248]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023[178]. - As of December 31, 2023, total assets decreased to $32,115,642 from $106,895,054 in 2022, representing a decline of approximately 70%[304]. - Total current liabilities increased to $2,045,884 in 2023 from $600,470 in 2022, indicating a significant rise of approximately 240%[304]. - The accumulated deficit grew to $(4,235,708) in 2023 from $(2,007,666) in 2022, marking an increase of about 111.5%[309]. - Cash and investments held in the Trust Account decreased to $32,055,202 in 2023 from $106,052,337 in 2022, a reduction of approximately 69.8%[304]. Shareholder Activity - On March 13, 2023, shareholders redeemed 5,873,364 shares at approximately $10.31 per share, totaling $60,583,162[167]. - On September 8, 2023, shareholders redeemed 1,525,745 shares at approximately $10.58 per share, totaling $16,140,173[168]. - The Company redeemed 5,873,364 shares at approximately $10.29 per share, totaling $60,411,251 on March 13, 2023[335]. - The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the Trust Account amount, which is $10.86 per Public Share[326]. Business Combination Plans - The company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[161]. - The company plans to extend the time available to consummate an initial business combination until June 13, 2024, by depositing $100,000 into the Trust Account[166]. - The Company extended the time to complete a business combination from March 13, 2023, to September 13, 2023, without requiring any extension payment[336]. - The Company entered into a binding letter of intent for a business combination with AgileAlgo Pte Ltd, a maker of enterprise-grade natural language code generators[337]. - The Company filed an amended and restated memorandum and articles of association on September 8, 2023, allowing an extension for business combination completion up to June 13, 2024[338]. - The Company amended the investment management trust agreement to extend the time for an initial business combination by nine months, from September 13, 2023, to June 13, 2024, by depositing $100,000 or $0.04 per common stock issued in the IPO[339]. - The Company has net tangible assets of at least $5,000,001 required for consummating a business combination[323]. - The Company will only complete a business combination if it owns or acquires 50% or more of the outstanding voting securities of the target[322]. Financial Performance - The Company had a net income of $640,087 for the year ended December 31, 2023, compared to $475,491 in 2022, reflecting an increase in dividend income due to rising interest rates[176][177]. - The Company incurred a basic and diluted net income per share of $0.25 for 2023, compared to a loss of $0.25 in 2022[188]. - The company reported a net income of $640,087 for the year ended December 31, 2023, compared to a net income of $475,491 in 2022, reflecting an increase of about 34.6%[307]. - The company incurred formation, general, and administrative expenses of $(1,553,121) in 2023, up from $(742,265) in 2022, which is an increase of about 109%[307]. - Basic and diluted net income per share for common stock subject to possible redemption was $0.25 in 2023, compared to $0.07 in 2022, representing an increase of approximately 257%[307]. Governance and Internal Controls - The company maintained effective internal control over financial reporting as of December 31, 2023, based on management's assessment using COSO criteria[199]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[201]. - The company does not include an attestation report of internal controls from its independent registered public accounting firm due to its status as an emerging growth company[200]. - The audit committee consists of three independent directors, meeting Nasdaq standards, with Yan Xu serving as the chair[220]. - Each member of the audit committee is financially literate, and Yan Xu qualifies as an "audit committee financial expert" as defined by SEC rules[221]. - The audit committee will review all payments made to the Sponsor, officers, or directors on a quarterly basis[270]. - The audit committee requires a majority vote to approve related party transactions, ensuring oversight and governance[266]. - The company has adopted a code of ethics to avoid conflicts of interest, which includes financial transactions involving the company[265]. Related Party Transactions - The company has agreed to pay an affiliate of its Sponsor a total of $10,000 per month for office space and administrative support[216]. - The company has not yet adopted a formal policy for the review of related party transactions, which may present potential conflicts of interest[264]. - The company has agreed to vote any founder shares and public shares in favor of the initial business combination[238]. - Up to $1,000,000 of loans from the Sponsor or affiliates may be convertible into warrants at a price of $1.00 per warrant[238]. - The company is obligated to pay the Sponsor a monthly fee of $10,000 for general and administrative services[260]. - There is no cap on the reimbursement of out-of-pocket expenses incurred by the Sponsor or its affiliates in connection with activities on behalf of the company[261]. Management and Leadership - The Chief Executive Officer has been in position since February 17, 2023, bringing nearly a decade of leadership experience in various industries[207]. - The Chief Financial Officer has been serving since April 9, 2021, with extensive experience in helping private companies enter the public market[208]. - The company has not entered into any employment agreements with its executive officers[245]. - The compensation committee is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers, if any is paid[227]. - The compensation committee may retain or obtain advice from external advisers, considering their independence before engagement[225]. Audit and Compliance - Audit fees for the year ended December 31, 2023, totaled approximately $30,000, compared to $35,000 for 2022, reflecting a decrease of 14.29%[273]. - The company did not incur any audit-related fees or tax fees for the years ended December 31, 2023, and 2022[274][275]. - The company has adopted a clawback policy to recover incentive compensation from executives in case of financial restatements[247]. - The audit committee was formed upon the IPO, and all services rendered prior to its formation were approved by the board of directors[277].

Taxation - The Company reported an effective tax rate of 38.18% for the nine months ended September 30, 2023, compared to 150.45% for the same period in 2022[63]. - For the three months ended September 30, 2023, the effective tax rate was 66.90%, significantly higher than 27.11% in the prior year[63]. - The Company incurred $765,515 in excise tax related to stock buybacks for the nine months ended September 30, 2023, compared to $0 for the same period in 2022[64]. - For the three months ended September 30, 2023, the excise tax incurred was $161,402, with no tax incurred in the same period of 2022[64]. - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of September 30, 2023[61]. Financial Performance - For the nine months ended September 30, 2023, the net income was $769,393 compared to a net loss of $39,607 for the same period in 2022, indicating a significant improvement[65]. - The net loss including accretion of carrying value to redemption value for the nine months ended September 30, 2023, was $(1,225,266), compared to $(672,591) for the same period in 2022, reflecting a deterioration in overall performance[65]. - For the three months ended September 30, 2023, the net income was $62,302, down from $342,224 in the same period of 2022, showing a decline in quarterly performance[65]. - The basic and diluted net income per share for the nine months ended September 30, 2023, was $0.19, compared to a loss of $(0.14) per share for the same period in 2022[65]. Stock and Shares - As of September 30, 2023, the Company had 2,950,891 shares of common stock subject to possible redemption, down from 10,350,000 shares as of December 31, 2022[56]. - As of September 30, 2023, the common stock subject to possible redemption was $31,495,221, down from $106,051,986 as of December 31, 2022[71]. - The company sold 10,350,000 Units in its Initial Public Offering at a purchase price of $10.00 per Unit, raising gross proceeds of $103,500,000[67]. Company Structure and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[51]. - The Company has not opted out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies[52]. - The Company has registration rights for holders of Founder Shares and Private Warrants, allowing them to register their securities under certain conditions[92]. Investments and Assets - The Company’s cash and investments held in trust account were primarily in money market funds invested in U.S. Treasury securities as of September 30, 2023[54]. - The fair value of U.S. Treasury Securities held in the Trust Account is $47,635,394, down from $106,052,237 as of December 31, 2022[89]. - The Company is not subject to any market or interest rate risk as of September 30, 2023, due to investments in U.S. government treasury bills and money market funds[126]. Warrants and Agreements - The Company’s warrants issued upon the IPO are classified as equity, meeting the criteria under ASC 815[56]. - The Public Warrants will become exercisable upon the completion of a Business Combination or 15 months after the IPO, with an exercise price of $11.50 per share[82]. - The Private Warrants will be non-redeemable as long as they are held by initial purchasers or their permitted transferees, and will be exercisable on a cashless basis[83]. - The Company may call the Public Warrants for redemption at a price of $0.01 per warrant if the last sale price of ordinary shares equals or exceeds $18 per share for any 30 trading days within a 30-day period[85]. - The Company will not be required to net cash settle the warrants, and if a Business Combination is not completed, the warrants may expire worthless[84]. - The Company is committed to pay the Deferred Discount to the underwriter upon consummation of the business combination[93]. Related Party Transactions - The company had a temporary advance of $253,474 from the Sponsor as of September 30, 2023, compared to $181,835 as of December 31, 2022, indicating an increase in related party financing[75]. - The company is obligated to pay $10,000 monthly for administrative services under an agreement with Soul Venture Partners LLC, which commenced on March 4, 2021[76]. Other Considerations - Management is evaluating the impact of the COVID-19 pandemic on the Company's financial position, but the specific impact is not determinable at this time[91]. - The fair value measurement hierarchy includes Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs) for classifying assets and liabilities[86][87]. - The Company has entered into Non-Redemption Agreements with stockholders, with an estimated fair value of $452,026 for the shares to be transferred to Non-Redeeming Stockholders[77]. - The Company has deposited $100,000 into the Trust Account on October 8, 2023, and November 1, 2023, to extend the time available for completing a business combination until December 13, 2023[95].

Financial Performance - For the six months ended June 30, 2023, the company reported a net income of $707,091, compared to a net loss of $381,831 for the same period in 2022[60]. - The net loss including accretion of carrying value to redemption value for the six months ended June 30, 2023, was $(576,128), compared to $(557,417) for the same period in 2022[60]. - The effective tax rate for the six months ended June 30, 2023, was 33.07%, significantly higher than 1.75% for the same period in 2022[57]. - For the six months ended June 30, 2023, the basic and diluted net income per share was $0.13, compared to a loss of $(0.03) for the same period in 2022[61]. - The company reported an allocation of net income of $867,880 for the six months ended June 30, 2023, compared to a net loss of $(268,631) for the same period in 2022[61]. Stock and Shares - As of June 30, 2023, the company had 4,476,636 shares of common stock subject to possible redemption, down from 10,350,000 shares as of December 31, 2022[53]. - As of June 30, 2023, the common stock subject to possible redemption was $46,923,954, down from $106,051,986 as of December 31, 2022[67]. - The weighted-average shares outstanding for the three months ended June 30, 2023, was 4,476,636, compared to 10,350,000 for the same period in 2022[61]. - The company issued 2,587,500 founder shares for an aggregate purchase price of $25,000 on March 4, 2021[69]. - The fair value of the Founder Shares subject to transfer to Non-Redeeming Stockholders was estimated at $452,026, or $0.35 per share[73]. Tax and Compliance - The company incurred $604,113 in excise tax related to stock buybacks for the six months ended June 30, 2023, compared to $0 for the same period in 2022[59]. - The company has not recognized any unrecognized tax benefits or accrued interest and penalties as of June 30, 2023[55]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards[48]. Assets and Liabilities - The fair value of certain assets and liabilities approximates the carrying amounts represented in the balance sheet as of June 30, 2023[54]. - As of June 30, 2023, the fair value of U.S. Treasury Securities held in the Trust Account was $46,923,954, down from $106,047,848 as of December 31, 2022[85][87]. - The Company has no exposure to market or interest rate risk as of June 30, 2023, with net proceeds from the Initial Public Offering invested in U.S. government treasury bills or money market funds[91]. Business Operations - The company is obligated to pay $10,000 monthly for administrative services, which will terminate upon completion of a Business Combination[72]. - The Company is currently evaluating the potential negative impact of the COVID-19 pandemic on its financial position and operations, although specific effects are not determinable at this time[88]. Warrants and Rights - The Public Warrants will become exercisable on the later of the completion of a Business Combination or 15 months from the closing of the IPO[78]. - The Company has the option to require holders of Public Warrants to exercise them on a "cashless basis" if called for redemption[81]. - Holders of founder shares and private warrants have registration rights that can be exercised under certain conditions, including after a Business Combination[89]. - The Company will not adjust the warrants for issuances of common stock at a price below the exercise price[81]. - If the Company fails to complete a Business Combination within the Combination Period, the warrants may expire worthless[81]. Fair Value Measurement - The fair value measurement hierarchy includes Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs) for classifying assets and liabilities[82][83]. - The Company seeks to maximize the use of observable inputs in measuring the fair value of its assets and liabilities[82]. - The Company is committed to paying the Deferred Discount to the underwriter upon consummation of the business combination[90].

Financial Performance - For the three months ended March 31, 2023, the net income was $487,015 compared to a net loss of $217,899 for the same period in 2022, resulting in a basic and diluted net income per share of $0.05[63] - The effective tax rate for the three months ended March 31, 2023, was 31.9%, compared to 2.86% for the same period in 2022, primarily due to the valuation allowance on deferred tax assets[60] Stock and Equity - The company sold 10,350,000 units in its Initial Public Offering (IPO) at a purchase price of $10.00 per unit, including a full exercise of the underwriters' over-allotment option[64] - As of March 31, 2023, the common stock subject to possible redemption was valued at $46,114,476, down from $106,051,986 as of December 31, 2022[68] - The Company’s common stock features certain redemption rights that are considered to be outside of its control, affecting its classification as temporary equity[52] - The company issued 2,587,500 founder shares to the initial shareholder for an aggregate purchase price of $25,000[70] Cash and Investments - The Company did not have any cash equivalents as of March 31, 2023, and December 31, 2022[50] - The Company’s cash and investments held in trust account were primarily in money market funds invested in U.S. Treasury securities as of March 31, 2023[50] - The fair value of U.S. Treasury Securities held in the Trust Account is $107,173,069, compared to $106,047,848 as of December 31, 2022, reflecting an increase of approximately 1.06%[86] - The Company has not experienced losses on its cash account and believes it is not exposed to significant credit risks[63] Tax and Regulatory Matters - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties as of March 31, 2023, and December 31, 2022[58] - The Company is classified as an "emerging growth company" and has opted not to comply with new or revised financial accounting standards until private companies are required to do so[46] Liabilities and Obligations - The Company incurred $604,113 in excise tax related to stock buybacks for the three months ended March 31, 2023, while there were no such expenses in the same period of 2022[61] - The company is obligated to pay a monthly fee of $10,000 for administrative services, which commenced on March 4, 2021[73] - The company had a temporary advance of $199,875 from the Sponsor as of March 31, 2023, compared to $181,835 as of December 31, 2022[72] - The Company is committed to paying the Deferred Discount to the underwriter upon consummation of the business combination, which can be paid in cash[90] Fair Value and Measurement - The Company’s financial instruments' fair value approximates their carrying amounts due to short maturities as of March 31, 2023[57] - The Company utilizes a fair value hierarchy for asset and liability measurement, with Level 1 inputs based on quoted prices in active markets for identical assets or liabilities[83] Future Considerations - The Company is currently evaluating the potential negative impact of the COVID-19 pandemic on its financial position and operations, although specific effects are not determinable at this time[87] - The Public Warrants will become exercisable upon the completion of a Business Combination or 15 months from the closing of the IPO[79] - The Company has entered into a registration rights agreement that allows holders of Founder Shares and Private Warrants to exercise registration rights prior to the Proposed Public Offering[88] Other Financial Metrics - The company recognized an accretion of carrying value to redemption value of $473,741 for the three months ended March 31, 2023[68] - The estimated fair value of the Founder Shares to be transferred to Non-Redeeming Stockholders was $452,026, or $0.35 per share[75]