Financial Performance - The Company had a net loss of $504,983 for the three months ended June 30, 2024, with $163,615 in dividend income and a $331,450 loss on the change in fair value of warrant liability[112]. - For the six months ended June 30, 2024, the Company reported a net loss of $243,377, which included $723,522 in dividend income and a $116,500 gain on the change in fair value of warrant liability[113]. - The Company incurred $1,833,885 in net cash used in operating activities for the six months ended June 30, 2024[116]. - The company raised substantial doubt about its ability to continue as a going concern for a period within 12 months from June 30, 2024[120]. Cash and Securities - As of June 30, 2024, the Company had cash of $490,693 and marketable securities held in the Trust Account amounting to $12,729,617[117]. - The Company generated gross proceeds of $230,000,000 from its IPO, with an additional $11,700,000 raised through a Private Placement[104]. Working Capital and Liabilities - The Company had a working capital deficit of $3,116,689 as of June 30, 2024, compared to a deficit of $2,808,465 as of December 31, 2023[116]. - The company has no long-term liabilities as of June 30, 2024[125]. - As of June 30, 2024, the company had no long-term debt or off-balance sheet arrangements[124][125]. Business Operations and Extensions - As of June 30, 2024, the Company had not commenced any operations and all activities related to its formation and IPO[111]. - The Company’s stockholders approved an extension for the initial business combination deadline from June 14, 2023, to September 14, 2023, with the possibility of further extensions up to March 14, 2024[107]. - The company has extended the deadline to complete the business combination six times, with the latest extension to March 14, 2024[129]. Financing and Agreements - The company may need to obtain additional financing to complete its initial Business Combination or due to significant public share redemptions[120]. - The Sponsor provided $333,228 in cash through capital contributions for the six months ended June 30, 2023[119]. - The underwriter waived its entitlement to a deferred fee of $8,050,000, which was recorded to accumulated deficit[128]. - The company entered into Non-Redemption Agreements, resulting in the transfer of up to 1,499,996 shares of Class B common stock to third parties[129]. - The excess fair value of the transferred Class B shares was determined to be $1,209,879, recognized as a non-redemption agreement expense[130]. Shareholder Transactions - A total of 18,849,935 shares of Class A common stock were redeemed for $197,694,657 in cash[122]. - The company is required to pay its Sponsor $15,000 per month for office space and administrative services[126].

Core Insights - The Phase 3 clinical study OPTIC-2 demonstrated that omadacycline is statistically non-inferior to moxifloxacin for treating moderate to severe community-acquired bacterial pneumonia (CABP) [2][3] - Omadacycline achieved high early clinical response rates of 89.6% compared to 87.7% for moxifloxacin, meeting all FDA-specified primary and secondary endpoints [2][9] - The study results will be submitted for publication and presented at a scientific congress, indicating ongoing commitment to transparency and scientific discourse [5] Company Overview - Paratek Pharmaceuticals, Inc. focuses on innovative medical therapies, particularly in hospital and public health settings, with its lead product being NUZYRA (omadacycline) [3][6] - The company has a collaboration with Zai Lab Limited for the development and commercialization of omadacycline in the greater China region, retaining all other global rights [12] - Paratek received a contract from BARDA valued at approximately $304 million to support the development of NUZYRA for various applications, including anthrax treatment [7] Study Findings - The study included 670 patients and confirmed that omadacycline is generally safe and well-tolerated, with treatment-emergent adverse events (TEAEs) occurring at rates of 27.7% for omadacycline versus 23.5% for moxifloxacin [10] - The most common TEAEs for omadacycline were headache (3.6%), COVID-19 (3.3%), and AST increase (2.1%), with gastrointestinal events being rare [10] - The overall mortality rate in the study was 1.8%, balanced across both treatment arms, indicating no significant safety concerns [10] Future Directions - The company plans to engage in label update discussions with the FDA as early as Q4 2024, aiming to update treatment guidelines based on the study results [9] - The clinical study database now includes data from 1,438 pneumonia patients, representing the largest clinical trial dataset in pneumonia for any antibiotic approved in the last decade [9]

Core Points - Norwegian Cruise Line (NCL) is launching new itineraries for spring/summer 2026, including cruises to Bermuda, the Caribbean, Bahamas, Alaska, and Canada/New England, with nearly 250 new voyages planned [17][18] - The company will commence sailing from the SouthPort Marine Terminal Complex in Philadelphia, marking the first time in many years that cruises will depart from this port [7][18] - Norwegian Jewel will feature overnight stays at Royal Naval Dockyard, Bermuda, enhancing guest experience and providing more time to explore the island [1][4] Deployment and Itineraries - NCL's 2026 spring/summer deployment includes voyages from nine major cruise ports across the U.S. and Canada, such as Miami, Seattle, New York City, and Quebec City [3][18] - Norwegian Aqua will return to New York City for its second Bermuda season, offering five- and seven-day itineraries with overnight stays [4] - Norwegian Jade will operate seven-day open-jaw sailings between Vancouver and Whittier, Alaska, with options for NCL Cruisetours to explore Alaska's interior [6] Market Expansion - The new homeport in Philadelphia will provide increased access to cruising for residents in the U.S. Mid-Atlantic region, as it will be the only cruise line operating from this port through October 17, 2026 [1][7][18] - NCL is expanding its short-cruise offerings with nearly 40 voyages to the Bahamas from Miami, featuring three- to four-night cruises [11] - Norwegian Breakaway will offer regular turnarounds in Boston for seven-day Bermuda voyages, including overnight stays at Royal Naval Dockyard [19] Guest Experience - The company emphasizes meeting vacation demands with a variety of shorter and longer itineraries to popular destinations, enhancing the overall guest experience [5][18] - NCL's fleet includes some of the newest ships in Alaska, featuring unique onboard activities and expansive spaces to enjoy the destination's beauty [22] - The company continues to innovate in global cruise travel, providing guests with flexibility in vacation planning and a wide range of entertainment and dining options [15]

Financial Performance - For the three months ended March 31, 2024, the Company reported a net income of $261,607, which included $559,907 in dividend income from marketable securities[126] - The Company raised $235,647 in cash through a capital contribution from the Sponsor for the three months ended March 31, 2024[132] - The underwriter waived its entitlement to a deferred fee of $8,050,000, which was recorded to accumulated deficit[144] - The underwriter was paid an underwriting commission of $4,600,000 upon the closing of the IPO[143] Cash and Working Capital - As of March 31, 2024, the Company had cash of $523,168 and a working capital deficit of $2,877,121[128] - The Company plans to seek capital contributions or loans to address its working capital deficiency, with no assurance of obtaining sufficient funds[132] - As of March 31, 2024, the Company had no long-term debt or liabilities[139] - As of March 31, 2024, the Company had no off-balance sheet arrangements[138] Marketable Securities - The Company had marketable securities held in the Trust Account amounting to $12,566,002 as of March 31, 2024[130] Shareholder Activity - The holders of 2,986,952 shares of Class A common stock redeemed their shares for a total amount of $32,214,591 during the extension vote[123] - On June 9, 2023, holders of 18,849,935 shares of Class A common stock redeemed their shares for $197,694,657 in cash, leaving 4,150,065 shares subject to possible redemption[137] - On May 25, 2023, the Sponsor converted 4,200,000 shares of Class B common stock into Class A common stock, resulting in 27,200,000 shares of Class A common stock outstanding, with 23,000,000 shares subject to possible redemption[137] Business Operations - As of March 31, 2024, the Company had not commenced any operations and all activities related to its formation and IPO[124] - The Company has extended the deadline to complete its initial business combination to December 14, 2024, following stockholder approval[122] - The Company has extended the deadline to complete the business combination six times, with the latest extension to March 14, 2024[145] Non-Redemption Agreements - The Company incurred a non-redemption agreement expense of $274,973 related to the transfer of Class B shares by the Sponsor for the three months ended March 31, 2024[126] - The Company entered into Non-Redemption Agreements, resulting in the transfer of 1,499,996 shares of Class B common stock to third parties[145] - The excess fair value of the transferred Class B common stock recognized as a non-redemption agreement expense was $1,209,879[146] Accounting Estimates - The Company has not identified any critical accounting estimates as of March 31, 2024[147]

IPO and Trust Account - The company completed its IPO on December 14, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[11]. - A total of $234.6 million from the IPO and private placement was deposited into a trust account, which will be used for a business combination[12]. - As of December 31, 2023, the company had $2,171,553 in cash outside the Trust Account and a working capital deficit of $2,808,465, raising concerns about its ability to continue as a "going concern"[67]. - The Trust Account held $44,709,805 in funds available to complete the initial business combination as of December 31, 2023[190]. - The Trust Account funds may only be invested in direct U.S. Treasury obligations or certain money market funds, which could yield negative interest rates, potentially reducing the per-share redemption amount below $10.20[107]. Business Combination Plans - The company has extended the deadline for its initial business combination to December 14, 2024, allowing for a total of 27 months from the IPO closing date[15][18]. - The company is targeting financial services software or FinTech partners with revenues between $50 million and $100 million and valuations between $1 billion and $2 billion[22]. - The company plans to focus on businesses with competitive advantages, promising financial models, and experienced management teams[23][24][25]. - The acquisition process will involve extensive due diligence, including commercial and industry assessments, management meetings, and financial reviews[32]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% under certain conditions[35]. Redemption and Shareholder Rights - Public stockholders will have the opportunity to redeem shares at a price initially anticipated to be $10.20 per share, subject to potential reductions due to creditor claims[38]. - The company aims to limit public stockholders from redeeming more than 15% of their shares without prior consent to prevent large block accumulations[44]. - If the company fails to complete its initial business combination by December 14, 2024, it will cease operations and redeem public shares based on the amount in the Trust Account[45]. - If too many public stockholders exercise their redemption rights, the company may not meet the minimum cash requirements for a business combination, potentially leading to an unsuccessful transaction[74]. - If the initial business combination is not completed by December 14, 2024, public stockholders may receive approximately $10.20 per share or less upon liquidation of the Trust Account[104]. Financial Condition and Risks - The company has no operating history or revenues, making it difficult to evaluate its ability to achieve its business objectives[64]. - The company faces significant competition from other entities seeking business combinations, which may limit its ability to acquire larger target businesses[56]. - The company has identified a material weakness in its internal control over financial reporting, which could lead to misstatements in its financial statements[66]. - The ongoing geopolitical conditions, including the Russia-Ukraine conflict, may adversely affect the company's search for a business combination[67]. - The company may depend on loans from its management team or sponsor to fund its search for a target business if funds outside the Trust Account are insufficient[66]. Governance and Management - The management team believes it is well-suited to identify and execute acquisition opportunities that can generate attractive risk-adjusted returns for shareholders[28]. - The company must ensure that any initial business combination has a fair market value equal to at least 80% of the net assets held in the trust account[33]. - The completion of the initial business combination will require a majority vote from outstanding shares, with sponsors and directors agreeing to vote in favor[42]. - The sponsor, officers, and directors collectively hold approximately 58% of the company's outstanding capital stock, which may facilitate the approval of the initial business combination[69]. - The company is dependent on a small group of officers and directors, and their unexpected departure could adversely affect operations[168]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements for up to five years post-IPO[51]. - The company intends to utilize an extended transition period for complying with new accounting standards, which may affect the comparability of its financial statements[52]. - The SEC's new rules regarding SPACs create uncertainty about the applicability of the Investment Company Act, affecting the company's operations[124]. - Compliance with the new SPAC Rules may increase costs and extend the time required to negotiate and complete an initial business combination[131]. - The company must ensure it does not qualify as an investment company under the Investment Company Act, which could impose burdensome compliance requirements[121]. Potential Conflicts of Interest - The potential for conflicts of interest exists as the company's officers and directors may be involved with other entities engaged in similar business activities[178]. - Key personnel's ability to negotiate employment or consulting agreements with a target business may create conflicts of interest regarding business combination decisions[172]. - The company may pursue business combinations with affiliated entities if deemed in its best interests, despite potential conflicts of interest[183]. - The agreements with the sponsor, officers, and directors do not provide public stockholders with the ability to pursue remedies for breaches, limiting their recourse options[203]. - The company may face challenges in assessing the management of prospective target businesses, which could negatively impact post-combination operations[176]. Share Dilution and Securities - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could dilute existing shareholders' interests[162]. - Issuing additional shares may significantly dilute the equity interest of existing investors and could adversely affect prevailing market prices for the company's units, common stock, and/or warrants[164]. - The absence of a specified maximum redemption threshold may allow the company to complete the initial business combination despite substantial stockholder disagreement[198]. - The warrants may become exercisable for a security other than Class A common stock if the company is not the surviving entity in the initial business combination[140]. - If the registration statement for the Class A common stock is not effective within 60 business days post-business combination, warrant holders may exercise their warrants on a cashless basis[141].

Financial Performance - The Company had a net loss of $10,518 for the three months ended September 30, 2023, with $731,196 in dividend income and a loss of $325,000 on the change in fair value of the warrant liability [137]. - For the nine months ended September 30, 2023, the Company reported a net income of $2,831,194, driven by $6,120,704 in dividend income, offset by a loss of $725,950 on the change in fair value of the warrant liability [138]. Cash and Working Capital - As of September 30, 2023, the Company had cash of $2,351,814 and a working capital deficit of $2,459,358 [142]. - As of September 30, 2023, net cash provided by operating activities was $5,745,670, with significant adjustments for non-cash items [143]. - As of September 30, 2023, net cash used in financing activities was $197,494,657, primarily due to stockholder redemptions [146]. Business Operations - The Company has not yet commenced any operations and has not generated any operating revenues to date [135]. - The Company plans to seek capital contributions or loans to fund expected working capital deficiencies or transaction costs related to the initial Business Combination [148]. - The Company has extended the deadline to consummate its initial Business Combination to November 14, 2023, with the possibility of further extensions [134]. - The Company may need additional financing to complete its initial Business Combination or to address significant public share redemptions [150]. Shareholder Activity - On May 25, 2023, the Sponsor converted 4,200,000 shares of Class B common stock into Class A common stock, resulting in 27,200,000 shares of Class A common stock issued and outstanding [152]. - As of June 9, 2023, holders of 18,849,935 shares of Class A common stock redeemed their shares for $197,694,657 in cash, leaving 4,150,065 shares subject to possible redemption [152]. Liabilities and Expenses - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of September 30, 2023 [154]. - The Company has incurred and expects to continue incurring increased expenses due to being a public company, including legal, financial reporting, and accounting compliance costs [136]. Financing and Agreements - The underwriter waived its entitlement to a deferred underwriting fee of $8,050,000, which was recorded to accumulated deficit [161]. - The Company entered into Non-Redemption Agreements with third parties, resulting in the transfer of up to 1,499,996 shares of Class B common stock [162]. - The excess fair value of the transferred Class B common stock recognized as a financing expense was $386,961 for 500,000 shares and $135,986 for 166,666 shares [163]. - The net proceeds from the IPO and Private Placement are invested in U.S. government securities or money market funds, with no material exposure to interest rate risk [166].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $1,657,247, which included $2,864,209 in dividend income from marketable securities held in the Trust Account[133]. - For the six months ended June 30, 2023, the company had a net income of $2,841,712, consisting of $5,389,508 in dividend income, offset by various expenses including $1,110,969 in income tax[134]. Cash and Working Capital - As of June 30, 2023, the company had cash of $461,464 and a working capital deficit of $199,924,069[138]. - The company plans to seek loans from its management team or sponsor to address expected working capital deficiencies, with up to $1,500,000 of such loans potentially convertible into warrants[145]. Investment Activities - The company incurred net cash used in investing activities of $3,923,712 for the six months ended June 30, 2023, primarily for purchases of marketable securities[141]. - The net proceeds from the IPO and Private Placement are invested in U.S. government securities or money market funds, minimizing exposure to interest rate risk[164]. Business Operations - As of June 30, 2023, the company had not commenced any operations and had not generated any operating revenues[131]. - The company has extended the deadline to consummate its initial business combination from June 14, 2023, to September 14, 2023, with the possibility of further extensions[130]. Expenses and Liabilities - The company has incurred increased expenses due to being a public company, including legal and accounting compliance costs[132]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of June 30, 2023[152]. Shareholder Activity - On May 25, 2023, the Sponsor converted 4,200,000 shares of Class B common stock into Class A common stock, resulting in a total of 27,200,000 shares of Class A common stock issued and outstanding[150]. - As of June 9, 2023, holders of 18,849,935 shares of Class A common stock redeemed their shares for $197,694,657 in cash, leaving 4,150,065 shares subject to possible redemption[150]. - The Company entered into Non-Redemption Agreements with third parties, resulting in the transfer of up to 1,499,996 shares of Class B common stock in exchange for not redeeming 4,000,000 shares of Class A common stock[159]. IPO and Fees - The underwriter of the IPO was entitled to a deferred fee of $8,050,000, which was waived on August 22, 2022, and recorded to accumulated deficit[158]. - The excess fair value of the 500,000 Class B shares transferred upon the consummation of the Extension was determined to be $386,961[160].

Financial Performance - The Company had a net income of $1,184,465 for the three months ended March 31, 2023, consisting of $2,525,300 in dividend income from marketable securities, offset by various expenses totaling $1,340,878[120]. - The Company has not yet commenced any operations and has not generated any operating revenues to date[118]. Cash and Working Capital - As of March 31, 2023, the Company had cash of $16,721 and a working capital deficit of $1,728,262[122]. - The Company expects to incur approximately $1,065,000 in liquidity requirements over the next 12 months, including $180,000 for office space and $300,000 for legal and accounting fees[126]. - The Company plans to seek loans from its management team or sponsor to address working capital deficiencies, with up to $1,500,000 of such loans potentially convertible into warrants[127]. IPO and Financing - The Company generated gross proceeds of $230,000,000 from its IPO, with an additional $11,700,000 raised through a private placement of warrants[114]. - The Trust Account held $43,525,120 as of June 9, 2023, after 18,849,935 shares of Class A common stock were redeemed for $197,694,657 in cash[131]. - The underwriter waived its entitlement to a deferred underwriting fee of $8,050,000, which was contingent upon completing a business combination[134]. - The underwriter exercised a full option to purchase 3,000,000 additional units at the IPO price, resulting in an underwriting commission of $4,600,000[137]. - A deferred fee of $8,050,000 was waived by the underwriter, which was recorded to accumulated deficit[138]. Expenses and Compliance - The Company has incurred increased expenses due to being a public company, including legal and accounting compliance costs[119]. - The company has not identified any critical accounting estimates as of March 31, 2023[139]. Investment and Risk Management - The net proceeds from the IPO and Private Placement are invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[142]. - The Company has no long-term debt or off-balance sheet arrangements as of March 31, 2023[132].

IPO and Trust Account - The company completed its IPO on December 14, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[15]. - A total of $234.6 million from the IPO and private placement was deposited into a trust account, which will be used for a business combination, assuming no redemptions[16]. - The underwriter waived its entitlement to a deferred fee of $8.05 million from the trust account, which was initially payable upon completion of a business combination[16]. - Public stockholders have the opportunity to redeem shares at an anticipated price of $10.20 per share upon completion of the initial business combination[37]. - If the initial business combination is not completed by June 14, 2023, public shares will be redeemed at the amount in the Trust Account, subject to certain conditions[44]. - The Trust Account may be reduced below $234,600,000 due to negative interest rates, potentially lowering the per share redemption amount below $10.20[113]. - If the initial business combination is not completed by June 14, 2023, public stockholders may receive only $10.20 per share upon redemption, or potentially less[77]. - The Trust Account funds may be subject to claims from creditors, which could reduce the per share amount available to public stockholders[128]. - The sponsor is liable if claims reduce the Trust Account amount below $10.20 per public share, but there is no guarantee the sponsor can fulfill this obligation[120]. - The Trust Account will only release funds under specified circumstances, ensuring protection for public stockholders[212]. Business Combination Strategy - The company is focused on acquiring a financial services software or FinTech partner with revenues between $50 million and $100 million and a valuation of $1 billion to $2 billion[21]. - The acquisition process will involve extensive due diligence, including commercial and industry assessments, management meetings, and financial reviews[30]. - The company aims to complete its initial business combination with a target business that has a fair market value equal to at least 80% of the net assets held in the trust account[31]. - The management team will seek companies with a competitive advantage, promising financial models, and experienced management teams[22][23][24]. - The company plans to focus on businesses in growing industries with favorable dynamics and potential for consolidation[25]. - The initial business combination may involve acquiring less than 100% of the target business, but the post-transaction company must own at least 50% of the voting securities[34]. - The company may seek additional funds through equity or debt offerings in connection with the completion of its initial business combination[36]. - The company may depend on loans from its management team or sponsor to fund its search for a target business if funds outside the Trust Account are insufficient[66]. - The company may not be able to complete its initial business combination if the securities in the Trust Account bear a negative rate of interest, reducing the per share redemption amount[66]. - The company may pursue multiple business combinations simultaneously, which could increase costs and risks, negatively impacting financial results[203]. Competition and Market Conditions - The company faces intense competition from other entities seeking similar business combinations, which may limit its ability to acquire larger target businesses[54]. - The ongoing geopolitical tensions, particularly due to the invasion of Ukraine, could adversely affect the company's search for a business combination and the operations of potential target businesses[79]. - The COVID-19 pandemic has previously impacted global economies and could hinder the ability to complete a business combination if travel restrictions or economic downturns persist[82]. - Increased competition among special purpose acquisition companies (SPACs) may make it more challenging to find attractive targets, potentially increasing costs or delaying business combinations[86]. - The market for directors and officers liability insurance has become less favorable, which could complicate negotiations for completing an initial business combination[89]. - The company may face challenges in finding attractive business combination targets due to increased competition from other special purpose acquisition companies[61]. Financial Condition and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of reduced reporting requirements for up to five years post-IPO[50]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations, including only two years of audited financial statements[53]. - As of December 31, 2022, the company had $50,858 in cash held outside the Trust Account and a working capital deficit of $929,527[66]. - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives[64]. - The company expects to incur significant costs in pursuit of acquisition plans, which may require additional loans from affiliates[109]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect leverage, liquidity, and financial condition[197]. Governance and Management - The company currently has one officer and does not plan to hire full-time employees before completing the initial business combination[58]. - The company identified a material weakness in its internal control over financial reporting, which could lead to misstatements in financial statements[66]. - The company's sponsor, officers, and directors may vote in favor of the initial business combination, potentially influencing the outcome despite public stockholder votes[68]. - The management team may face conflicts of interest due to their involvement in other business activities, potentially impacting the ability to complete the initial business combination[172]. - The company has not adopted a policy to prevent its sponsor, officers, or directors from having financial interests in other entities, which may lead to conflicts of interest[189]. - The unexpected loss of key personnel could have a detrimental effect on the company, as operations depend on a relatively small group of individuals[174]. - The company does not have employment agreements or key-man insurance for its officers and directors, which could pose risks if key personnel depart[174]. Regulatory and Compliance Issues - The company is required to file regular reports with the SEC, including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q[46]. - The SEC proposed new rules for special purpose acquisition companies (SPACs) that would require them to complete initial business combinations within 24 months of their IPO registration statement effective date[132]. - If a SPAC fails to complete its business combination within the specified timeframe, it may be deemed an unregistered investment company, potentially leading to liquidation[133]. - Changes in laws or regulations could materially affect the company's ability to negotiate and complete its initial business combination[135]. - The SEC's proposed rules may impose additional disclosure requirements and amend financial statement requirements for SPACs, but the timeline for adoption remains uncertain[137]. Stockholder Rights and Redemption - Redemption rights are limited to a maximum of 15% of public shares for stockholders acting in concert without prior consent[43]. - If too many public stockholders exercise their redemption rights, the company may not meet closing conditions for a business combination, potentially limiting its options[72]. - The company must complete its initial business combination by June 14, 2023, or it will cease operations and redeem public shares at approximately $10.20 per share[61]. - The company must redeem 100% of public shares if the initial business combination is not completed by June 14, 2023, or during any Extension Period[213]. - Stockholders may pursue remedies for breaches of the amended and restated certificate of incorporation, but must do so through derivative actions[213]. - The company has established a framework to ensure that public stockholders have rights to redeem their shares in connection with initial business combinations[213].

IPO and Financing - The company completed its IPO on December 14, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[108]. - The underwriter of the IPO was entitled to a deferred fee of $8,050,000, payable only if a business combination is completed[127]. - The underwriter waived a deferred underwriting fee of $8,050,000, which was recorded to accumulated deficit[131]. - The company expects to incur approximately $300,000 for legal, accounting, due diligence, travel, and other expenses related to any business combination over the next 12 months[120]. - The company may need to seek additional financing to complete its initial business combination if cash available from the Trust Account is insufficient[123]. Financial Performance - As of September 30, 2022, the company reported a net income of $1,306,458 for the three months ended, driven by a $593,000 gain on the change in fair value of warrant liabilities and $657,605 unrealized gain on marketable securities[115]. - For the nine months ended September 30, 2022, the company achieved a net income of $15,047,487, primarily from a $14,872,000 gain on the change in fair value of warrant liabilities[116]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[114]. Assets and Liabilities - The company had cash of $173,387 and a working capital deficit of $213,445 as of September 30, 2022[117]. - The company has no long-term debt or capital lease obligations as of September 30, 2022[126]. - As of September 30, 2022, 23,000,000 shares of Class A common stock subject to possible redemption were presented as temporary equity at a redemption value of $235,999,921[133][136]. - For the three and nine months ended September 30, 2022, the company recorded accretion of $1,065,967 and $1,399,231 to remeasure the value of Class A common stock subject to possible redemption[136]. Operational Agreements - The company has entered into an agreement to pay its sponsor $15,000 per month for office space and administrative services until the completion of its initial business combination[128]. Accounting and Reporting - The company uses the two-class method for calculating net income per share, allocating 80% to Class A redeemable common stock and 20% to non-redeemable common stock for the same periods[138]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[140]. Investment Strategy - The company invests net proceeds from its IPO and Private Placement in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[142].