IPO and Fundraising - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 Units at $10.00 per Unit[176]. - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to vote in favor of the initial Business Combination[215]. Business Combination - The Flybondi Business Combination Agreement was entered into on October 19, 2023, with a total consideration of up to $300 million, valued at $10.00 per share[183][187]. - The company held a special meeting on March 28, 2025, where stockholders approved the Business Combination Agreement and related proposals[187][189]. - The Flybondi Business Combination includes a merger where the company will continue as a wholly-owned subsidiary of FB Parent, with all outstanding securities converted into FB Parent securities[186]. - The company may seek further extensions of the Combination Period, which would require stockholder approval and could decrease the amount held in the Trust Account[194]. Financial Performance - As of March 31, 2025, the company had not commenced any operations and generated no revenues, with a net loss of $563,289 for the three months ended March 31, 2025, compared to a net loss of $260,035 for the same period in 2024[196][197]. - The company reported operating costs of $588,285 and a provision for income tax of $11,342 for the three months ended March 31, 2025[197]. - As of March 31, 2025, the company had $81,141 in its operating bank account and a working capital deficit of $8,933,445[199]. - Total administrative fees for the three months ended March 31, 2025, were $60,000, with $120,000 reported as due to the Sponsor[212]. Trust Account and Extensions - An aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to June 5, 2025[180]. - The company extended its Combination Period from November 5, 2024, to November 5, 2025, with stockholders redeeming 835,672 Public Shares for approximately $9.54 million[193]. - The company issued the First Extension Promissory Note for up to $630,000 and agreed to make monthly deposits of $105,000 into the Trust Account until November 3, 2023[201]. - The company has deposited an aggregate of $1,043,903 to fund the Trust Account under the Extension Promissory Notes through March 31, 2025[205]. Going Concern - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a Business Combination by November 5, 2025[210]. Securities and Listings - The company’s securities were delisted from Nasdaq and are now quoted on the OTC Pink Market under the symbols "INTE," "INTEW," and "INTEU"[182]. - The company has no long-term debt obligations or capital lease obligations[211].

IPO and Trust Account - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[33]. - A total of $116,725,000, including $113,000,000 from the IPO and part of the Private Placement proceeds, was placed in the Trust Account[35]. - The company has approximately $4,078,045 in the Trust Account as of December 31, 2024, available for a Business Combination[98]. - The Trust Account was reduced by approximately $9.5 million (about $11.41 per share) after the Third Special Meeting[77]. - As of December 31, 2024, the amount in the Trust Account available for redemption was approximately $11.24 per Public Share[113]. - The company will not redeem Public Shares in an amount that would cause net tangible assets to be less than $5,000,001 to avoid SEC's "penny stock" rules[115]. - If the initial Business Combination is not completed, the redemption amount for Public Stockholders is expected to be approximately $11.24 per share, before taxes and potential dissolution expenses[139]. - The company has instructed the trustee to liquidate investments in the Trust Account and hold funds in an interest-bearing demand deposit account, potentially reducing the amount available for Public Stockholders upon redemption[166]. Business Combination Agreements - The Flybondi Business Combination Agreement was entered into on October 19, 2023, with a total consideration of up to $300,000,000 for the Flybondi Shares, valued at $10.00 per share[43]. - The company must complete its initial Business Combination by November 5, 2025, or face termination and distribution of Trust Account amounts[36]. - The Flybondi Business Combination Agreement was amended to extend the Agreement End Date from November 1, 2024, to March 31, 2025[39]. - The proposed Flybondi Business Combination requires stockholder approval and satisfaction of regulatory conditions[54]. - The Flybondi Business Combination Agreement includes a Break Fee of $9,000,000 if terminated under specific conditions[61]. - Flybondi must deliver certain certificates and documents as required by the Business Combination Agreement[58]. Stockholder Actions and Redemptions - Stockholders holding 8,470,059 Public Shares redeemed shares for approximately $87,843,748 (about $10.37 per share) during the First Special Meeting[74]. - Following the Second Special Meeting, stockholders redeemed 1,831,599 Public Shares for approximately $19,763,618 (about $10.79 per share)[75]. - The Combination Period was extended from November 3, 2023, to November 5, 2024, after the Second Special Meeting[75]. - Public Stockholders are restricted from seeking redemption rights for more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[125]. - Public Stockholders must comply with specific procedures to exercise redemption rights, including submitting a written request two business days prior to the vote[131]. - The company anticipates that funds for redeeming Public Shares will be distributed promptly after the completion of the initial Business Combination[131]. - The company intends to redeem Public Shares promptly after the end of the Combination Period, with a per-share price equal to the aggregate amount in the Trust Account, which is expected to be at least $10.15 per Public Share[146]. Financial Performance and Obligations - As of December 31, 2024, the company reported a net loss of $1,242,758, consisting of operating costs of $1,669,167 and a provision for income tax of $179,920, partially offset by interest income from the Trust Account of $606,329[216]. - For the year ended December 31, 2023, the company had a net income of $1,527,595, which included an unrealized gain on the change in the fair value of the FPAs of $1,696,965 and interest income from the Trust Account of $2,742,369[217]. - The company had a working capital deficit of $4,372,904 as of December 31, 2024, with $146,565 in its operating bank account[219]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2024, which may adversely affect investor confidence[169]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[186]. Extensions and Financing - The company may seek further extensions of the Combination Period, requiring stockholder approval and potential redemptions[78]. - The company entered into the Flybondi Business Combination Agreement on October 19, 2023, which involves the acquisition of Flybondi shares and a merger with Merger Sub[205]. - An aggregate of $21,760 has been deposited into the Trust Account to extend the Combination Period to March 5, 2025 under the Third Extension Promissory Note[202]. - The company issued the First Extension Promissory Note on May 8, 2023, for an aggregate principal amount of up to $630,000, with monthly deposits of $105,000 into the Trust Account until November 3, 2023[221]. - The company issued the Second Extension Promissory Note on November 8, 2023, for an aggregate principal amount of up to $359,503, with monthly deposits of $29,959 into the Trust Account until November 5, 2024[223]. - The company issued the Third Extension Promissory Note on November 6, 2024, for an aggregate principal amount of up to $130,561, with monthly deposits of $10,880 into the Trust Account until November 5, 2025[224]. - The total amount deposited into the Trust Account under the Extension Promissory Notes reached $1,011,263 by December 31, 2024[225]. Company Operations and Management - The company has not commenced any operations and has generated no revenues to date, with all activities related to its formation and the Initial Public Offering[215]. - The company is classified as a blank check company, limiting its operations to searching for target businesses to acquire, which may result in claims primarily from vendors and prospective target businesses[147]. - The company has two executive officers, Enrique Klix and Oliver Matlock, who are not obligated to devote specific hours to the company's affairs until the initial Business Combination is completed[152]. - The company is required to file periodic reports with the SEC, including annual and quarterly reports, which will contain audited financial statements[153]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[158]. - The company may remain an emerging growth company until the earlier of five years post-IPO or achieving total annual gross revenue of at least $1.235 billion[160]. Risks and Challenges - The company faces competition from other SPACs, private equity groups, and public companies in identifying and acquiring target businesses, which may limit its ability to acquire larger targets[151]. - The company may not be able to complete its initial Business Combination within the prescribed time frame, which could impact its operations and profitability[162]. - The company may attempt to complete multiple Business Combinations simultaneously if the initial Business Combination is not consummated, increasing costs and risks[164]. - The company may face challenges in completing an initial Business Combination due to adverse developments in the financial services industry and economic uncertainty[167]. - Cybersecurity risks remain a concern, as the company lacks significant investments in data security protection[174].

IPO and Initial Financing - The company completed its Initial Public Offering (IPO) on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 Units at $10.00 per Unit[187]. - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to vote in favor of the initial Business Combination[242]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $268,093, with operating costs of $397,659 and a provision for income tax of $44,219, partially offset by interest income of $173,785 from the Trust Account[216]. - For the nine months ended September 30, 2024, the company had a net loss of $922,545, consisting of operating costs of $1,306,230 and a provision for income tax of $131,362, partially offset by interest income of $515,047 from the Trust Account[222]. - The company incurred total administrative fees of $60,000 and $180,000 for the three and nine months ended September 30, 2024, respectively[235]. Trust Account and Cash Position - As of September 30, 2024, the company had deposited a total of $959,544 into the Trust Account, with $89,875 and $269,627 deposited for the three and nine months ended September 30, 2024, respectively[204]. - As of September 30, 2024, the company had $927,414 in its operating bank account, including $900,000 in a segregated account for the payment of Excise Taxes, and a working capital deficit of $3,929,352[225]. - The company issued a Third Extension Promissory Note for up to $130,561 to the Sponsor, with monthly deposits of $10,880 into the Trust Account until November 5, 2025, to facilitate the completion of an initial Business Combination[203]. Business Combination and Extensions - The company extended its Combination Period from November 3, 2023, to November 5, 2024, following the approval of the Second Extension Amendment Proposal, resulting in $19,763,618 (approximately $10.79 per share) being removed from the Trust Account for redeeming Public Stockholders[199]. - The Flybondi Business Combination Agreement was entered into on October 19, 2023, with subsequent amendments extending the Agreement End Date to March 31, 2025[211]. - The company has until November 5, 2025, to consummate a Business Combination, after which mandatory liquidation and dissolution will occur if not completed[232]. Stockholder Actions and Delisting - The company redeemed approximately $9.5 million (approximately $11.41 per share) for 835,672 Public Shares during the approval of the Third Extension Amendment Proposal[202]. - The company received a delisting notice from Nasdaq on November 4, 2024, due to failure to complete its initial Business Combination within the required 36 months[194]. - Trading of the company's securities commenced on the OTC market on November 11, 2024, following the delisting from Nasdaq[195]. - The company has a total of 362,670 Public Shares outstanding after the Third Special Meeting Redemptions[202]. Tax and Regulatory Matters - The company filed an excise tax return and paid $1,076,073 on October 23, 2024, related to the Flybondi Business Combination Agreement[193]. - The company reported $371,214 as a reserve for uncertain tax positions on the balance sheet as of September 30, 2024[214]. - The company accounts for income taxes under ASC 740, recognizing deferred tax assets and liabilities based on expected future tax benefits from tax loss and credit carry forwards[246]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[247]. Debt and Financial Obligations - The company issued the September 2024 Note for up to $3,000,000 to the Sponsor, which is due upon the consummation of the initial Business Combination or liquidation[228]. - The company has $1,500,000 owed under the June 2023 Note as of September 30, 2024, which is convertible into warrants at a price of $1.00 per warrant[230]. - The company recognized a reduction of $6,050,000 in accumulated deficit due to the waiver of the deferred underwriting commission by the underwriters[239]. Termination Agreements - On December 8, 2023, and December 12, 2023, the company entered into FPA Termination Agreements to mutually terminate and cancel the FPAs[245].

Financial Performance - As of June 30, 2024, the company reported a net loss of $394,417 for the three months ended June 30, 2024, with operating costs of $523,160 and interest income from the Trust Account of $171,811[155] - For the six months ended June 30, 2024, the company had a net loss of $654,452, consisting of operating costs of $908,571 and interest income from the Trust Account of $341,262[155] - The company incurred increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[154] Working Capital and Liquidity - The company had a working capital deficit of $3,397,790 as of June 30, 2024, which includes $900,000 in cash received for the payment of excise taxes[159] - Prior to the Initial Public Offering, the company satisfied liquidity needs through a loan of $252,950 and the issuance of 2,875,000 Class B Common Stock for gross proceeds of $25,000[160] - As of June 30, 2024, the company had $355,000 of borrowings under the First Extension Promissory Note, which is due upon the consummation of a Business Combination or liquidation[161] - The company issued a WCL Promissory Note for up to $1,500,000, with outstanding amounts of $1,390,335 as of June 30, 2024[165] - The company has $900,000 of cash released for the payment of Excise Tax liability, held in a segregated bank account[166] Trust Account and Extensions - An aggregate of $59,917 has been deposited into the Trust Account since June 30, 2024, pursuant to borrowings under the Second Extension Promissory Note[142] - The company extended its Combination Period from November 3, 2023, to November 5, 2024, following the approval of the Second Extension Amendment Proposal[145] - The company may seek to further extend the Combination Period, which would require Public Stockholder approval and could materially affect the amount held in the Trust Account[149] - The Second Extension Promissory Note was issued for up to $359,503, with monthly deposits of $29,958.55 into the Trust Account until November 5, 2024[163] Shareholder Activity - Public Stockholders redeemed 1,831,599 Public Shares for a pro rata portion of the funds in the Trust Account, resulting in $19,763,618 being removed from the Trust Account[145] - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to retain their Units[178] - The deferred underwriting commission liability was reduced to $0, resulting in a $6,050,000 increase in income available to Class B Common Stock[176] Business Operations - The company has not commenced any operations and has generated no revenues to date, with all activities related to its formation and the search for a prospective Business Combination[154] - The company has until November 5, 2024, to consummate a Business Combination, or it will face mandatory liquidation[168] - The company does not have any long-term debt obligations or capital lease obligations[170] - The company has entered into FPA Termination Agreements to cancel the Forward Purchase Agreements with Crescent Park and Carnegie Park[181]

Financial Performance - The company had a net loss of $260,035 for the three months ended March 31, 2024, consisting of operating costs of $385,411 and a provision for income tax of $44,075, partially offset by interest income of $169,451 from the Trust Account[136]. - The company had an interest income of $799,894 for the three months ended March 31, 2023, which contributed to a net income of $451,060 for that period[137]. Financial Position - As of March 31, 2024, the company had $68,709 in its operating bank account and a working capital deficit of $3,793,536[139]. - As of March 31, 2024, the company had borrowings of $355,000 under the First Extension Promissory Note[141]. - As of March 31, 2024, the company had borrowings of $149,791 under the Second Extension Promissory Note, up from $59,917 as of December 31, 2023[142]. - The company owes $1,195,209 under the Working Capital Loans (WCL Promissory Note) as of March 31, 2024, an increase from $910,083 as of December 31, 2023[145]. - The company has no long-term debt obligations or capital lease obligations, indicating a relatively low financial leverage position[148]. Initial Public Offering and Capital Raising - The company completed its Initial Public Offering on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at a price of $10.00 per Unit[118]. - The Anchor Investors purchased approximately $60.8 million of Units in the Initial Public Offering, with no obligation to retain their Units prior to the initial Business Combination[153]. - The Forward Purchase Agreements (FPAs) with Crescent Park and Carnegie Park were mutually terminated, which could impact future capital raising efforts[156]. Business Combination and Extensions - Following the approval of the Second Extension Amendment Proposal, the company's Combination Period was extended from November 3, 2023, to November 5, 2024[129]. - The company entered into the Flybondi Business Combination Agreement on October 19, 2023, which involves the acquisition of Flybondi shares in exchange for new ordinary shares of FB Parent[125]. - The company has until November 5, 2024, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed[147]. Expenses and Administrative Costs - The company incurred increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[135]. - The company has agreed to pay the Sponsor $20,000 per month for administrative services, totaling $60,000 for the three months ended March 31, 2024[148]. Trust Account and Extensions - The company has deposited an aggregate of $779,793 into the Trust Account for the First and Second Extensions as of March 31, 2024[131]. - The company has paid a total of $779,793 into the Trust Account for the First and Second Extensions as of March 31, 2024, compared to $689,917 as of December 31, 2023[143]. - The company issued the First Extension Promissory Note for up to $630,000, with $105,000 deposited into the Trust Account monthly until November 3, 2023[141]. Tax and Valuation - The company has established a valuation allowance for deferred tax assets, reflecting its assessment of the likelihood of recovery[157]. - The company recorded a reduction of $6,050,000 in accumulated deficit due to the waiver of the deferred underwriting commission by underwriters[151].

SPAC Regulations and Compliance - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will become effective on July 1, 2024, impacting SPAC Business Combination transactions [10]. - The 2024 SPAC Rules require additional disclosures related to SPAC Business Combination transactions, including dilution and conflicts of interest [10]. - The Flybondi Registration Statement must become effective under the Securities Act without any stop order issued by the SEC [41]. - Stockholder approval is required if the company issues shares of Common Stock equal to or exceeding 20% of the outstanding shares [81]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [130]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements [133]. - The company has registered its Units, Public Shares, and Public Warrants under the Exchange Act and has ongoing reporting obligations [126]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2022, as required by the Sarbanes-Oxley Act [128]. Business Combination Details - The Combination Period for the initial Business Combination is set for 36 months, ending on November 5, 2024, with potential extensions [14]. - The Flybondi Business Combination Agreement was signed on October 19, 2023, involving multiple parties including Flybondi and FB Parent [14]. - The Flybondi Business Combination will involve a merger where each issued share of the company will be converted into one FB Parent ordinary share [30]. - The Flybondi Business Combination Agreement requires stockholder approval, with a significant vote from holders of outstanding shares of Common Stock [40]. - The obligations of Flybondi and the Sellers to consummate the proposed Business Combination are contingent upon the accuracy of representations and warranties as of the Closing Date [43]. - The company must complete its initial Business Combination by November 5, 2024, or it will terminate and distribute the Trust Account amounts [25]. - The company has targeted a Business Combination with a technology-oriented company in Australia and/or New Zealand, focusing on innovation and potential for international expansion [19]. - The company aims to identify a target business in Australia and/or New Zealand with scalable technology and a proven business model, focusing on sectors like artificial intelligence, cybersecurity, and software-as-a-service [58]. Financial Performance and Obligations - The Company issued 2,874,999 shares of Class A Common Stock following the approval of the Founder Share Amendment Proposal on November 3, 2023 [15]. - The Company has a potential obligation to pay a 1% Excise Tax on certain stock repurchases occurring on or after January 1, 2023 [15]. - The Trust Account is not subject to claims of third parties, impacting the Company's financial performance and capitalization [12]. - A total of $116,725,000 from the IPO proceeds was placed in the Trust Account, which is managed by Continental as trustee [24]. - The Trust Account held approximately $12,956,224 as of December 31, 2023, available for a Business Combination [74]. - The company has access to $75,891 in funds held outside the Trust Account as of December 31, 2023, to cover potential claims and liquidation costs [112]. - The redemption amount per share upon dissolution is approximately $10.81, before taxes and potential dissolution expenses of up to $100,000, as of December 31, 2023 [114]. - The company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares [109]. Stockholder Rights and Redemption - The company will provide Public Stockholders with the opportunity to redeem their shares either through a stockholder meeting or a tender offer [91]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules [97]. - The company has entered into a Letter Agreement where Initial Stockholders have agreed to waive their redemption rights for any Founder Shares and Public Shares [88]. - The company has a restriction on stockholders seeking redemption rights for more than 15% of shares sold in the Initial Public Offering without prior consent [102]. - If the initial Business Combination is not completed, stockholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account [107]. - The company intends to require Public Stockholders to deliver their shares to the transfer agent to exercise redemption rights, with a deadline of up to two business days prior to the vote [104]. - The company intends to redeem Public Shares promptly after the end of the Combination Period, with a per-share price equal to the aggregate amount in the Trust Account, which may be up to $10.15 per share [120]. Risks and Uncertainties - The Company is subject to risks and uncertainties that may cause actual results to differ materially from forward-looking statements [12]. - The lack of diversification may expose the company to significant risks associated with a single business line after the initial Business Combination [76]. - The management team will assess the desirability of the target's management but cannot guarantee their effectiveness post-transaction [77]. - The company may face limitations in acquiring target businesses due to the requirement for financial statements to be prepared in accordance with U.S. GAAP or IFRS [127]. - The company faces competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses [124]. Management and Strategy - The Management Team has extensive experience in identifying and creating stockholder value in technology and financial services sectors [20]. - The company is one of the few SPACs focused on acquisition targets in Australia and New Zealand, providing a competitive advantage in identifying investments [19]. - The company plans to conduct extensive due diligence on potential targets, including meetings with management and reviews of financial information [66]. - The company may structure the initial Business Combination to acquire less than 100% of the target business, provided it maintains a controlling interest [72]. - The company may pursue Business Combinations with affiliated entities, provided an independent opinion on fairness is obtained [67]. - The company anticipates that its Sponsor and Initial Stockholders may engage in privately negotiated purchases of Public Shares to increase the likelihood of obtaining stockholder approval [85].

Financial Performance - As of September 30, 2023, the company reported a net income of $688,152 for the three months ended, driven by trust interest income of $412,108 and an unrealized gain on the change in the fair value of the FPA liability of $818,251[165]. - For the nine months ended September 30, 2023, the company had a net income of $593,361, which included trust interest income of $2,329,140 and an unrealized gain on the Trust Account of $139,355[166]. - Total administrative fees for the three and nine months ended September 30, 2023, were $60,000 and $180,000, respectively[178]. Initial Public Offering (IPO) - The company had total offering costs of $10,757,787 related to its Initial Public Offering, with $10,247,056 charged to temporary equity[142]. - Anchor Investors purchased approximately $60.8 million of Units in the IPO at the public offering price[185]. - A total of 11,500,000 Common Stock sold in the IPO includes a redemption feature, requiring classification outside of permanent equity due to SEC guidance[196]. Shareholder Activity - On May 3, 2023, stockholders redeemed 8,470,059 Public Shares for a total of $87,843,748, approximately $10.37 per share[146]. - A total of 8,470,059 shares of Class A Common Stock were redeemed for an aggregate amount of $87,843,748, resulting in a 1% Excise Tax liability of $878,437 recorded on the balance sheet[175]. - The company issued 2,824,999 shares of Class A Common Stock to the Sponsor following the Founder Share Conversion, resulting in the Sponsor holding approximately 69.4% of the issued and outstanding shares of Class A Common Stock[162]. Compliance and Regulatory Matters - The company has a Nasdaq compliance deadline until December 26, 2023, to regain a market value of at least $50 million[150]. - The company received a Second Nasdaq Notice on October 24, 2023, indicating non-compliance with the Minimum Total Holders Rule, requiring at least 400 total holders[156]. Business Operations and Future Outlook - As of September 30, 2023, the company had not commenced any operations and had generated no revenues to date[164]. - The company faces substantial doubt about its ability to continue as a going concern if a Business Combination is not completed by November 5, 2024[172]. - On October 19, 2023, the company entered into a Business Combination Agreement with Flybondi, which involves merging with and into Merger Sub[153]. Financial Position and Liquidity - As of September 30, 2023, the company had $41,740 in its operating bank account and a working capital deficit of $2,208,523[169]. - Prior to the IPO, the company satisfied liquidity needs through a loan of $252,950 and the issuance of 2,875,000 Class B Common Stock for gross proceeds of $25,000[170]. - The company borrowed $355,000 under the First Extension Promissory Note and $165,000 under the WCL Promissory Note as of September 30, 2023[171][172]. - The company has no long-term debt obligations or capital lease obligations[177]. Financial Instruments and Accounting - The company issued 10,700,000 warrants in connection with the IPO, which are classified as equity and measured at fair value[199]. - The company issued 3,000,000 Forward Purchase Agreement (FPA) Shares, classified as a liability at fair value, subject to re-measurement at each balance sheet date[195]. - The deferred underwriting commission liability was reduced to $0, resulting in a $6,050,000 increase in income available to Class B Common Stock[184]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period[197]. - Net loss per Share of Common Stock is calculated by dividing net loss by the weighted average number of Common Stock outstanding, with no dilutive securities affecting the calculation[198]. - Management believes that no recently issued accounting pronouncements will materially affect the unaudited condensed financial statements[200]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[201].

Financial Performance - As of June 30, 2023, the company reported a net loss of $545,851 for the three months ended, with operating costs of $544,039 and trust interest income of $1,117,138[126] - As of June 30, 2023, the company had incurred a net loss of $94,791 for the six months ended, with total operating costs of $872,259[127] Working Capital and Financial Position - The company had a working capital deficit of $1,060,781 and $241,807 in its operating bank account as of June 30, 2023[118] - The company has no long-term debt obligations or capital lease obligations[130] IPO and Fundraising Activities - The company completed its IPO on November 5, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit[112] - Following the IPO, the company sold 4,950,000 private placement warrants for gross proceeds of $4,950,000[113] - Anchor Investors purchased approximately $60.8 million of units in the IPO, with no obligation to retain or vote their shares in favor of the initial Business Combination[137] - Crescent Park and Carnegie Park agreed to purchase up to 2,500,000 and 500,000 shares of Class A common stock, respectively, for gross proceeds up to $30,000,000[139] Business Combination and Redemption - The company extended the deadline to complete its initial Business Combination from May 5, 2023, to November 3, 2023, with stockholders redeeming 8,470,059 Public Shares for $87,843,748[116] - The company has until November 3, 2023, to consummate a Business Combination, failing which it will undergo mandatory liquidation[121] - Holders of 8,470,059 shares of Class A Common Stock redeemed their shares for an aggregate amount of $87,843,748, resulting in a 1% excise tax liability of $878,437 recorded[136] Trust Account and Deposits - The company has agreed to make monthly deposits into the trust account, totaling $210,000 as of June 30, 2023, to facilitate the Business Combination[117] Fees and Commissions - Total administrative fees paid to the Sponsor for the three and six months ended June 30, 2023, were $60,000 and $120,000, respectively[131] - The Company engaged J.V.B. Financial Group for consulting services related to the IPO, with a transaction fee of 10.0% of the aggregate underwriting discount and commissions[133] - The Company paid J.V.B. $85,000 in cash, with an additional $605,000 due upon the completion of the initial Business Combination[134] - Underwriters are entitled to deferred commissions of $0.50 on the first 10,000,000 Units sold and $0.70 per unit thereafter, totaling $6,050,000[135] Shareholder Agreements and Liabilities - The forward purchase price may be reduced to $9.20 per share under certain conditions, impacting the total proceeds from the forward purchase shares[140] - The Company accounts for 3,000,000 forward purchase shares as a liability, subject to re-measurement at each balance sheet date[146] - All 11,500,000 common stock sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance[147] Internal Controls and Legal Matters - The Company identified material weaknesses in its disclosure controls and procedures, planning to enhance internal controls and seek third-party consultation for complex accounting applications[155] - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended June 30, 2023[158] - The management team is not aware of any pending or contemplated litigation against the company or its officers and directors[158]

Financial Position - As of March 31, 2023, the company had approximately $0.4 million in its operating bank account and working capital of approximately $0.5 million[108]. - The company has no long-term debt obligations or capital lease obligations as of March 31, 2023[115]. - The company generated net income of $451,060 for the three months ended March 31, 2023, consisting of trust interest income of $799,894 and unrealized gain on the trust account of $451,512, offset by operating costs of $328,220[114]. - For the three months ended March 31, 2022, the company reported a net loss of $1,277,484, primarily due to operating costs of $286,206 and an unrealized loss on the change in the fair value of the FPA liability of $1,005,557[115]. Business Operations - The company has not commenced any operations and has not generated any revenues to date, with future income expected to come from interest on cash held in the Trust Account[113]. - The company completed its initial public offering on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at a price of $10.00 per unit[103]. - The company has agreed to pay the Sponsor a total of $20,000 per month for administrative services, totaling $60,000 for the three months ended March 31, 2023[116]. - The company raised $4,950,000 from the private placement of 4,950,000 warrants at a price of $1.00 per warrant[104]. Business Combination Risks - The company has until November 3, 2023, to consummate a Business Combination, after which it will face mandatory liquidation if unsuccessful[109]. - Recent increases in inflation and interest rates may complicate the company's ability to consummate an initial business combination[146]. - Economic uncertainty and downturns could adversely affect the company's financial condition and ability to complete a business combination[147]. - The company's ability to consummate business combinations could be adversely affected by the economic environment[148]. - The overall economic slowdown could impact the company's business and operating results[148]. Stock and Financial Instruments - Crescent Park and Carnegie Park have agreed to purchase up to 2,500,000 and 500,000 shares of Class A common stock, respectively, at a price of $10.00 per share, potentially generating gross proceeds of up to $30,000,000[124]. - The purchase price for forward purchase shares may be reduced to $9.20 per share or lower if certain conditions are met, including if the price per share in any PIPE is less than $9.20, resulting in an 8% discount[125]. - The company has issued 3,000,000 forward purchase shares, which are classified as liabilities and subject to re-measurement at each balance sheet date[131]. - All 11,500,000 common stock sold in the IPO contain a redemption feature, requiring classification outside of permanent equity due to redemption provisions not solely within the company's control[132]. - The company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period[133]. - Management assumes that a PIPE would be priced below $9.20 per share only 5% of the time, with an expected price of $9.00 when priced below $9.20[127]. Regulatory and Economic Environment - The company is subject to a 1% excise tax on certain stock repurchases as per the Inflation Reduction Act of 2022, which may impact cash available for Business Combinations[111]. - There are no current litigations pending against the company or its officers, and no material changes in risk factors have been reported since previous filings[145]. - The U.S. government's outstanding national debt reached its statutory limit in January 2023, raising concerns about potential defaults[148]. - The U.S. Department of the Treasury has been using extraordinary measures to prevent default on payment obligations since the debt limit was reached[148]. - Failure to raise the federal debt ceiling could lead to severe repercussions for U.S. and global credit and financial markets[148]. - A potential default or delay in payments by the U.S. government could adversely affect financial markets and economic conditions[148]. - Concerns over the U.S. debt ceiling and budget deficit have increased the risk of a downgrade in the U.S. government's credit rating[148]. - Ratings agencies have threatened to lower the long-term sovereign credit rating of the U.S. due to disputes over the debt ceiling[148]. - A downgrade in the U.S. government's credit rating could negatively impact economic conditions and the company's financial results[148]. - Continued uncertainty surrounding the U.S. debt ceiling may result in economic slowdowns or a recession in the U.S.[148].

Financial Overview - The company raised gross proceeds of $115,000,000 from its initial public offering by selling 11,500,000 units at a price of $10.00 per unit[17]. - A total of $116,725,000 was placed in the trust account, which includes $113,000,000 from the IPO proceeds and part of the private placement warrants[19]. - The company completed a private sale of 4,950,000 private placement warrants at a price of $1.00 per warrant, generating gross proceeds of $4,950,000[18]. - The company has approximately $112 million in trust funds available for a business combination after paying $6.05 million in deferred underwriting fees[54]. - The company can raise up to $30 million in gross proceeds if all forward purchase shares are purchased at $10.00 per share[54]. - As of December 31, 2022, the amount in the trust account available for redemption was approximately $10.23 per public share[68]. - The company has access to up to $601,088 from the IPO proceeds to cover potential claims, with estimated liquidation costs around $100,000[102]. - As of December 31, 2022, the amount held outside the trust account was $601,088[102]. Business Combination and Deadlines - The company has a deadline to complete its initial business combination by May 5, 2023, which is an 18-month period from the IPO closing[20]. - A preliminary proxy statement was filed on March 24, 2023, to extend the business combination deadline to November 3, 2023[21]. - If the extension proposal is not approved, the company will face mandatory liquidation and dissolution if a business combination is not completed by the original deadline[21]. - If the initial business combination is not completed by May 5, 2023, the company will redeem public shares at a price equal to the amount in the trust account divided by outstanding public shares[91]. - If the company cannot complete its initial business combination by the end of the Combination Period, it will cease operations and redeem public shares[105]. Management and Strategy - The management team has extensive experience in identifying and understanding key business fundamentals in the targeted geography of Australia and New Zealand[14]. - The company is focused on acquiring technology-oriented companies in Australia and New Zealand, aiming for operational improvements and strategic acquisitions[13]. - The management team believes that the economic and social environments in Australia and New Zealand are conducive to innovation and international expansion[13]. - The management team has extensive experience and relationships that will aid in sourcing and evaluating potential business combinations[32]. - The company aims to identify and complete business combinations with technology-oriented firms in sectors like artificial intelligence, cybersecurity, and software-as-a-service, which are expected to benefit from additional management experience[31]. - The acquisition criteria include targeting companies with sustainable market positions, significant competitive advantages, and the potential for long-term revenue growth[37]. Market and Economic Environment - Australia and New Zealand have a combined population of approximately 31.1 million and nominal GDPs of $1.72 trillion and $242.7 billion in 2022, respectively, with projected average annual GDP growth rates of 3.8% and 4.8% through 2027[22][23]. - The net debt of the Australian government was 34.2% of GDP and New Zealand's was 19.9% in 2019, significantly below the advanced economies' average of 90.7%[23]. - Australia and New Zealand ranked 3rd and 6th in the Asia-Pacific region for globalization according to the KOF Globalization Index in 2022[24]. - Australia and New Zealand achieved 14th and 1st positions globally for ease of doing business in 2019, respectively[25]. - The agricultural industries in Australia and New Zealand are highly efficient, with premium prices for their clean produce in Asian markets, supported by strong fiscal positions and low government debts[28]. - The transition to services-based economies in Australia and New Zealand is fostering innovation in sectors such as agriculture, education, and finance, including advancements in blockchain and quantum computing[29]. Regulatory and Compliance - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including reduced disclosure obligations regarding executive compensation[119]. - The company will remain an emerging growth company until the earlier of the last day of the fiscal year following the fifth anniversary of its IPO, achieving total annual gross revenue of at least $1.235 billion, or being deemed a large accelerated filer[121]. - The company filed a Registration Statement on Form 8-A with the SEC, subjecting it to the rules and regulations under the Exchange Act[118]. - The company may face limitations in acquiring target businesses due to the requirement for financial statements to be prepared in accordance with U.S. GAAP or IFRS[115]. - The company intends to take advantage of the extended transition period for complying with new or revised accounting standards as an emerging growth company[120]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2022, as mandated by the Sarbanes-Oxley Act[117]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the consummation of its initial business combination[118]. Stockholder Matters - The company plans to provide public stockholders with the opportunity to redeem shares upon completion of the initial business combination[68]. - The company may conduct redemptions without a stockholder vote under certain conditions[60]. - The company requires stockholder approval for its initial business combination, needing a majority of outstanding shares voted in favor[74]. - A quorum for the stockholder meeting consists of holders representing a majority of the voting power of all outstanding shares, with 4,312,501 public shares (37.5% of 11,500,000) needed for approval[75]. - If stockholder approval is not sought, the company will conduct redemptions under tender offer rules, remaining open for at least 20 business days[77]. - The company cannot redeem public shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[81]. - Initial stockholders have waived rights to liquidating distributions from the trust account for founder shares if the business combination is not completed[92]. - The per-share redemption amount for stockholders upon dissolution is approximately $10.23, but actual amounts may be less due to creditor claims[97]. - The company intends to redeem public shares promptly after the end of the Combination Period, which may expose stockholders to claims from creditors[105]. Competition and Challenges - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[112]. - The company has sought waivers from vendors and service providers regarding claims to the trust account, but there is no guarantee these will be executed[99]. - The company currently has two executive officers who are not obligated to devote specific hours until the initial business combination is completed[113]. - The company may experience a less active trading market for its securities if some investors find its securities less attractive due to its emerging growth company status[119]. - The company is a smaller reporting company and is not required to provide certain market risk disclosures[181]. - There were no changes or disagreements with accountants on accounting and financial disclosure[182].