Clinical Trials and Product Development - Aspire plans to conduct clinical trials for its high-dose sublingual aspirin product, with the first trial scheduled for April 2025, involving at least eight healthy adult volunteers[32]. - The company has entered into a development and manufacturing agreement with Glatt to produce sufficient quantities of its high-dose sublingual aspirin for clinical trials[24]. - Aspire aims to submit a section 505(b)(2) New Drug Application (NDA) for its aspirin product to the FDA, seeking approval for treatment of suspected acute myocardial infarction[35]. - The company has developed a working formulation for sublingually administered melatonin and plans to conduct a pharmacokinetic study in May 2025[36]. - Aspire is also developing sublingually administered vitamins D, E, and K, with plans for manufacturing process validation and pharmacokinetic studies in the first half of 2025[37]. - A formulation for sublingually administered testosterone is in development, with plans for clinical testing and NDA submission anticipated in 2026[38]. - Aspire's scientists are finalizing a working formulation for a sublingual semaglutide product, with a timeline to market similar to that of testosterone[39]. - The company has developed a single-dose sublingual pre-workout supplement and plans consumer and safety testing in Q2 2025, aiming for a launch in Q2 or Q3 2025[40]. - Aspire plans to conduct various clinical trials in April 2025 to support its FDA approval process for high-dose aspirin products[59]. - Aspire's melatonin sleep-aid product is in formulation development, with plans for a pharmacokinetic study in May 2025[114]. - The company is also developing sublingual formulations for vitamins D, E, and K, with plans for manufacturing validation in early 2025[115]. - Aspire aims to submit an NDA for its testosterone product in Q2 2026, following Phase One clinical testing[116]. - The development of semaglutide and caffeine products is underway, with expected market readiness in Q2 or Q3 2025[117][118]. Financial Performance and Capital Requirements - Aspire has incurred net losses in every year since its inception and anticipates continuing substantial and increasing net losses in the foreseeable future[80]. - Aspire requires substantial additional financing to achieve its goals, and failure to obtain necessary capital could delay, limit, reduce, or terminate product development or commercialization efforts[84]. - Aspire has no products approved for commercial sale and has not generated any revenue from product sales to date[80]. - Aspire will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or the market value of its Class A ordinary shares held by non-affiliates equals or exceeds $700 million[68]. - The company had $0 in its operating bank account and a working capital deficit of $15,570,205 as of December 31, 2024[193]. - The company completed its initial public offering (IPO) on February 23, 2022, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units[191]. - For the year ended December 31, 2024, net cash used in operating activities was $11,160,534, while net cash provided by investing activities was $13,781,323[192]. - The company has never declared or paid any cash dividends on its common stock and does not expect to do so in the foreseeable future[182]. - Future capital stock issuances could dilute existing shareholders' ownership and influence over company matters[166]. - The market price of Aspire's common stock may experience significant volatility, influenced by various operational and market factors[164]. Intellectual Property and Competitive Landscape - Aspire acquired all intellectual property of Instaprin Pharmaceuticals for a purchase price of $3,628,325 plus interest, to be paid from product sales[44]. - The acquisition includes a contingent purchase price obligation of 20% from the first $5,000,000 of sales and 10% thereafter until fully satisfied[44]. - Aspire's management intends to build upon the acquired intellectual property assets to enhance patent protections and develop new products[54]. - Aspire's primary patent properties for aspirin formulation technology are pending with nominal expirations in March 2024 and October 2024[50][56]. - Aspire's aspirin products will compete with established products like Bayer aspirin, Advil, and Tylenol, with no current sublingual aspirin products on the market[49]. - The company has filed for a new trademark for "Instaprin," which is currently pending[53][56]. - Aspire's technology platforms and product candidates are based on novel technologies, and the development and regulatory approval pathway is unproven[74]. - Aspire's intellectual property rights may not provide a significant competitive advantage, and enforcement of these rights could be challenging[90]. Regulatory and Operational Risks - Aspire is subject to extensive regulatory requirements for drug development, which require significant time and financial resources[57]. - Aspire's ability to compete may be affected by competitors obtaining FDA approval more rapidly and offering safer or more effective products[48]. - Aspire is subject to a multitude of manufacturing and supply chain risks that could substantially increase costs and limit the supply of its product candidates[76]. - The company is dependent on key personnel, and the loss of these individuals could harm its business and operations[93]. - Aspire has not purchased key person life insurance policies, increasing the risk associated with the loss of key personnel[94]. - The company's reputation is critical to its success, and negative publicity could significantly reduce its brand value[96]. - Cybersecurity threats and attacks pose risks to Aspire's information infrastructure, potentially leading to data breaches and operational disruptions[97]. - Aspire's business could be negatively impacted by ongoing military actions and international trade disputes, affecting its financial condition and operations[101][102]. - The company relies on a limited number of suppliers, which subjects it to risks of business interruptions and delays in product delivery[104]. - Aspire's product candidates may face market acceptance issues if undesirable side effects are identified post-approval[131]. - The company plans to seek regulatory approval for its product candidates internationally, which introduces additional operational risks[148]. - Aspire faces significant risks related to potential misconduct by employees and third parties, which could lead to substantial fines and operational disruptions[152]. - The company is exposed to product liability risks, which may result in decreased demand, reputational harm, and significant financial liabilities[154]. - Aspire relies on third-party manufacturers for clinical supplies and commercial production, which could impact the ability to meet regulatory requirements and maintain product quality[157]. - The cost of commercial manufacturing for Aspire's product candidates is currently uncertain, potentially affecting their commercial viability[159]. Management and Corporate Governance - Aspire's management team possesses extensive experience in financial acumen and value creation, led by CEO Kraig Higginson[62]. - The company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[213]. - The company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance, determining that Public Warrants and Private Placement Warrants qualify for equity accounting treatment[214]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights considered outside of the company's control[215]. - The company applies the two-class method in calculating earnings per share, with net income per share for Class A and Class B shares calculated based on specific income allocations[216]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but the company does not expect a material impact on its financial statements[217]. - ASU 2023-07, effective for fiscal years beginning after December 15, 2023, mandates additional segment reporting disclosures, which the company will need to comply with[218]. - The company has no long-term debt or significant liabilities, only incurring a monthly fee of $10,000 for administrative support services since February 23, 2022[219].

Financial Performance - As of September 30, 2024, the Company reported a net loss of $537,019 for the three months ended, compared to a net loss of $69,258 for the same period in 2023, reflecting an increase in operating expenses from $324,742 to $630,772[138]. - For the nine months ended September 30, 2024, the Company had a net loss of $3,606,378, which included operating expenses of $3,654,462, compared to a net income of $4,614,992 for the same period in 2023[139]. - The Company incurred net cash used in operating activities of $2,826,804 for the nine months ended September 30, 2024, compared to $496,979 for the same period in 2023[142]. - The Company recognized a $2,000,000 subscription agreement expense as part of the Visiox Merger Agreement during the nine months ended September 30, 2024[139]. - The Company incurred $30,000 and $90,000 in administrative service fees for the three and nine months ended September 30, 2024, respectively[158]. Liquidity and Capital Structure - As of September 30, 2024, the Company had a working capital deficit of $6,511,072, indicating potential liquidity challenges[144]. - The Company raised gross proceeds of $250,000,000 from its IPO on February 23, 2022, and an additional $13,707,500 from the sale of private placement warrants[141]. - The Company has outstanding Working Capital Loans of $449,214 as of September 30, 2024, which may be repaid from the Trust Account proceeds upon completion of a Business Combination[152]. - The Company entered into a Loan and Transfer Agreement with Jinal Sheth, resulting in total borrowings of $199,214 as of September 30, 2024, compared to $0 on December 31, 2023[155]. - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital[159]. Business Operations and Future Plans - The Company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[137]. - The Company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote[145]. Accounting and Financial Reporting - The Company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment[163]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside the Company's control[164]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[171]. Related Party Transactions - As of September 30, 2024, the Company accrued $328,939 as 'Due to affiliate' for administrative service fees and residual balances[160]. - Investors contributed a total of $1,500,000 to the New Sponsor through two Subscription Agreements, with $1,000,000 in the First Contribution and $500,000 in the Second Contribution[156][157]. Trust Account - The Company had $6,601,357 held in the Trust Account as of September 30, 2024, designated for a Business Combination or to repurchase Ordinary Shares[144].

Group 1 - Monteverde & Associates PC is investigating PowerUp Acquisition Corp. regarding its proposed merger with Aspire Biopharma, where Aspire BioPharma shareholders are expected to own a majority of the combined company after the transaction [1] - Enstar Group LTD is also under investigation for its proposed merger with Sixth Street, with Enstar shareholders set to receive $338.00 in cash per share of common stock [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report, highlighting its successful track record in recovering money for shareholders [1][2] Group 2 - The firm operates from the Empire State Building in New York City and emphasizes its national class action securities practice with a successful history in trial and appellate courts [2] - Monteverde & Associates PC encourages shareholders with concerns regarding the listed companies to contact them for additional information at no cost [3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 POWERUPACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction o ...

Company Overview - Aspire Biopharma, Inc. is a privately held, early-stage biopharmaceutical technology company founded in 2021, focused on developing and marketing disruptive drug delivery mechanisms for FDA approved drugs, nutraceuticals, and supplements [20] - The company is headquartered in Humacao, Puerto Rico, and has developed a Novel Soluble Formulation that addresses emergencies, drug efficacy, dosage management, patient compliance, and rapid response and absorption time [5][20] Technology and Product Development - Aspire has filed a patent application with the USPTO for a new technology and aspirin formulation aimed at creating soluble, pH neutral, fast-acting powder products [1] - The company's lead candidate, Instaprin™, is a granular or powder formulation of soluble, pH neutral, fast-acting aspirin designed for cardiology emergencies and pain management [10] - Instaprin™ offers benefits such as instant absorption for quick treatment impact and high dose absorption for various pain management scenarios [10] - Aspire is also developing a proprietary Viagra/Cialis combination product, bi-hormonal drugs, traumatic brain injury drugs, and thyroid drugs among others [3] Business Combination and Growth Strategy - Aspire Biopharma has signed a non-binding letter of intent with PowerUp Acquisition Corp. for a potential business combination, which aims to increase the company's visibility and access to capital [8][11] - The combined public company is expected to be listed on a national securities exchange following the consummation of the business combination [8] - The company is in the process of broadening its patent portfolio internationally and filing additional patents for new drugs under development [1] Regulatory and Market Position - Aspire plans to file a 505(b)(2) New Drug Application (NDA) with the FDA for Instaprin™, which allows referencing safety and efficacy data from already approved drugs to expedite the approval process [10] - The company aims to address the limitations of current aspirin applications, particularly side effects from acidity, by utilizing its innovative delivery system that allows rapid sublingual absorption [2][9]

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $2,467,101, with operating expenses of $2,522,678 and interest expense of $183,310 [140]. - The company incurred net cash used in operating activities of $477,791 for the three months ended March 31, 2024, compared to $182,107 for the same period in 2023 [144]. - The company incurred $30,000 in administrative services fees for both the three months ended March 31, 2024, and 2023 [161]. Financial Position - As of March 31, 2024, the company had $20,136,022 held in the Trust Account for a Business Combination and a working capital deficit of $2,567,806 [146]. - As of March 31, 2024, the company had $0 in its operating bank account and $234,853 of interest earned on investments held in the Trust Account [146]. - The company has a $2,000,000 loan to Visiox Pharmaceuticals as part of the Business Combination Agreement, which will be repaid at the date of combination [147]. - The company may need to raise additional capital through loans or investments to meet its working capital needs, with substantial doubt about its ability to continue as a going concern for the next year [150]. - As of March 31, 2024, the company accrued $268,939 as 'Due to affiliate' for administrative services fees and residual balance from IPO proceeds [164]. IPO and Capital Structure - The company generated gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022 [143]. - The underwriters received a cash underwriting discount of $5,000,000 at the IPO closing, with an additional deferred fee of $10,812,500 related to the underwriting agreement [162]. - The company has no off-balance sheet financing arrangements as of March 31, 2024 [165]. Business Combination and Future Plans - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination, with any remaining proceeds used for working capital [145]. - The company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote [148]. Accounting and Reporting - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment [167]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights [168]. - The company applies the two-class method for calculating earnings per share, with net income per share for Class A and Class B ordinary shares calculated separately [169]. - The company does not have any long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services [171]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [174]. - The company is not required to provide disclosures about market risk as a smaller reporting company [177].

Core Points - PowerUp Acquisition Corp. has postponed its extraordinary general meeting of shareholders to May 22, 2024, at 2:00 p.m. Eastern Time [1][2] - The meeting will include a vote on a proposal to extend the deadline for the company to complete its initial business combination from May 23, 2024, to February 17, 2025 [1] - The deadline for shareholders to submit their shares for redemption has been extended to May 20, 2024, at 5:00 p.m. Eastern Time [2] Company Overview - PowerUp Acquisition Corp. is a blank check company aimed at executing mergers, share exchanges, asset acquisitions, or similar business combinations [4] - The management team is led by Mr. Surendra Ajjarapu, who serves as the Chief Executive Officer [4] Legal and Advisory Information - Dykema Gossett, PLLC is serving as legal counsel to PowerUp Acquisition Corp. [5] - The company has filed a Proxy Statement with the SEC regarding the meeting and related proposals [8]

IPO and Financial Proceeds - The company completed its initial public offering on February 23, 2022, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[23]. - A total of $294,687,500 was placed in the trust account, which includes proceeds from the initial public offering and private placement warrants[25]. - The company has approximately $19.9 million available for a business combination as of December 31, 2023, assuming no redemptions[53]. - The company intends to complete its initial business combination using cash from the IPO proceeds, placement warrants, shares, debt, or a combination of these[55]. - The anticipated redemption price for public shareholders upon completion of the initial business combination is approximately $11.03 per public share[81]. - As of May 18, 2023, approximately 26,946,271 Class A ordinary shares were redeemed for cash at a redemption price of approximately $10.55 per share, totaling an aggregate redemption amount of approximately $284 million[140]. - The company made a true-up payment of approximately $0.02 per share to redeeming shareholders, amounting to a total of $632,968 on August 18, 2023[140]. - The anticipated per-share redemption amount upon liquidation is $11.03, but this may be subject to claims from creditors[101]. - The company has no liquid assets outside the trust account as of December 31, 2023, to cover potential claims or expenses[100]. - The company has until May 23, 2024, to consummate an initial business combination, or it will cease operations and redeem public shares at a per-share price based on the trust account balance[97]. Business Combination and Strategy - The company must complete its initial business combination by May 23, 2024, or its existence will terminate, leading to the distribution of trust account funds[26]. - Shareholders approved an extension of the deadline for the initial business combination from May 23, 2023, to May 23, 2024, with approximately 26,946,271 Class A ordinary shares redeemed[28]. - The company entered into a merger agreement with Visiox Pharmaceuticals, intending to exchange all outstanding capital stock of Visiox for shares of the company[32]. - The company plans to migrate from the Cayman Islands to Delaware prior to the closing of the merger, with a one-for-one conversion of Class A and Class B shares[33]. - The management team possesses over 25 years of experience in capital raising, mergers, and acquisitions, led by Suren Ajjarapu[34]. - The company established acquisition criteria focusing on competitive position, management team capability, and potential for growth and value creation[36]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[41]. - The company anticipates structuring the initial business combination to ensure post-combination ownership of at least 50% of the target's voting securities[42]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[62]. - The company must select a target business with an aggregate fair market value equal to at least 80% of the balance in the trust account at the time of signing a definitive agreement[59]. - The company intends to conduct a thorough due diligence review of prospective target businesses, including meetings with management and document reviews[64]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[48]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or the market value of its Class A ordinary shares held by non-affiliates equals or exceeds $700 million[50]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements[51]. - The company has not taken steps to secure third-party financing for its initial business combination, and there is no assurance that it will be available[53]. - The company may seek to raise additional funds through a private offering of debt or equity securities in connection with its initial business combination[57]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[177]. - The company has registered its units, Class A ordinary shares, and warrants under the Exchange Act and is subject to periodic reporting requirements[111]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its initial business combination[115]. Shareholder Rights and Redemption - Public shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[90]. - The redemption process will allow shareholders to redeem shares either through a general meeting or a tender offer[83]. - If a tender offer is conducted, it will remain open for at least 20 business days[86]. - The company expects that at the time of any shareholder vote, the sponsor and its permitted transferees will own approximately 20.0% of the issued and outstanding ordinary shares entitled to vote[88]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[82]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive any funds from the trust account[96]. - Initial shareholders and management have waived rights to liquidating distributions from the trust account for founder and placement shares if the business combination is not completed by the deadline[98]. Financial Performance and Reporting - As of December 31, 2023, the company reported a net income of $4,464,079, with operating expenses of $1,340,168 and interest income of $5,813,213[146]. - The company had $19,901,169 in securities held in the Trust Account for a Business Combination and a working capital deficit of $322,105 as of December 31, 2023[151]. - For the year ended December 31, 2023, net cash used in operating activities was $653,107, while net cash provided by investing activities was $284,916,127[149]. - The company has no off-balance sheet financing arrangements as of December 31, 2023[167]. - The company recorded $8,966 of interest expense related to the amortization of the debt discount for the year ended December 31, 2023[161]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for office space and administrative support[174]. Governance and Management - The board of directors consists of five members, with three being independent directors as defined by Nasdaq standards[202]. - Michael L. Peterson serves as the chairman of the audit committee, which is comprised solely of independent directors[206]. - The audit committee is responsible for overseeing the integrity of financial statements and compliance with legal and regulatory requirements[208]. - The company is classified as a "controlled company" until the completion of its initial business combination, meaning only holders of founder shares can vote on director appointments[204]. - The company intends to comply with Nasdaq corporate governance requirements despite its controlled company status[204]. - The company has established an audit committee charter detailing the principal functions of the audit committee, including the appointment and oversight of independent auditors[207]. - The independent directors will hold regularly scheduled meetings to discuss matters without the presence of non-independent directors[203]. - The company has no standing nominating committee but allows independent directors to recommend nominees for the board[207]. - The audit committee is required to pre-approve all audit and non-audit services provided by independent auditors[208]. - The company has a commitment to maintaining financial literacy among its audit committee members, with Michael L. Peterson qualifying as an "audit committee financial expert"[206]. - The company has established a compensation committee composed entirely of independent directors, as required by Nasdaq listing standards[212]. - The compensation committee is responsible for reviewing and approving the corporate goals and objectives relevant to the Chief Executive Officer's compensation[212]. - The company has adopted a code of ethics applicable to directors, officers, and employees, which is available for review[216]. - An insider trading policy has been adopted, requiring insiders to refrain from purchasing shares during blackout periods and to clear all trades with legal counsel[217]. - The company believes that all reports applicable to executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner according to Section 16(a) of the Exchange Act[218]. - The audit committee will review all payments made to the Sponsor, Original Sponsor, officers, directors, or their affiliates on a quarterly basis[219].

Financial Performance - As of September 30, 2023, the company reported a net loss of $69,258, with operating expenses of $324,742 and interest income of $255,484[112]. - For the nine months ended September 30, 2023, the company had a net income of $4,614,992, consisting of operating expenses of $937,553 and interest income of $5,552,545[112]. - The company incurred $90,000 in administrative services fees for the nine months ended September 30, 2023, compared to $70,000 for the same period in 2022[130]. - The company incurred net cash used in operating activities of $496,979 for the nine months ended September 30, 2023[116]. Trust Account and Business Combination - The company had $19,640,501 in securities held in the Trust Account for a Business Combination as of September 30, 2023[119]. - The company expects to use substantially all funds in the Trust Account to complete its initial Business Combination[118]. - The company has until May 23, 2024, to consummate an initial Business Combination, with the possibility of extending this period[120]. - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[111]. Capital Structure and Equity - The company generated gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022[115]. - The underwriters waived their entitlement to deferred underwriting commissions amounting to $10,812,500, which was recorded as additional paid-in capital[132]. - As of September 30, 2023, the company accrued $211,937 as 'Due to affiliate' for administrative services fees, compared to $122,689 as of December 31, 2022[133]. - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment[137]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights[138]. - The company applies the two-class method for calculating earnings per share, with specific calculations for Class A and Class B shares[139]. Financial Position - As of September 30, 2023, the company had a working capital deficit of $62,954[119]. - There are no long-term debts or capital lease obligations, only a monthly fee of $10,000 to an affiliate for administrative support services[141]. - The company has no off-balance sheet arrangements or obligations as of September 30, 2023[134]. Regulatory and Reporting Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[142]. - The company is exempt from certain reporting requirements for a period of five years following the IPO completion[143]. - As a smaller reporting company, the company is not required to provide disclosures about market risk[144].

Financial Performance - As of June 30, 2023, the Company reported a net income of $1,811,817 for the three months ended June 30, 2023, compared to a net income of $120,693 for the same period in 2022, reflecting a significant increase of 1,400%[113][115] - For the six months ended June 30, 2023, the Company had a net income of $4,684,250, up from $32,868 for the same period in 2022, marking an increase of 14,200%[113][115] - The Company generated interest income of $2,100,063 for the three months ended June 30, 2023, which is a 401% increase compared to the interest income of $418,533 for the same period in 2022[113][115] Capital and Liquidity - The Company raised gross proceeds of $250,000,000 from its IPO on February 23, 2022, and an additional $37,500,000 from the overallotment option exercised by underwriters[117] - As of June 30, 2023, the Company had a working capital surplus of $261,788, indicating a positive liquidity position[120] - The Company had $20,017,985 in securities held in the Trust Account as of June 30, 2023, which are intended for use in a Business Combination[120] Business Operations and Expenses - The Company incurred $30,000 in administrative services fees for the three months ended June 30, 2023, compared to $40,000 for the same period in 2022[131] - The Company expects to incur increased expenses related to being a public company, including legal and compliance costs, as well as due diligence expenses[112] - As of June 30, 2023, the company has accrued $182,689 as 'Due to affiliate' for administrative services fees and residual balance from IPO proceeds[134] Business Combination and Timeline - The Company has until May 23, 2024, to consummate an initial business combination, with the possibility of extending this period through shareholder approval[121] Financial Structure and Accounting - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital[133] - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment based on specific terms[137] - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights outside of the company's control[138] - The company applies the two-class method for calculating earnings per share, with net income per share for non-redeemable ordinary shares calculated by dividing net income by the weighted average number of shares[139] - The company has no long-term debt or capital lease obligations, incurring a monthly fee of $10,000 to an affiliate for administrative support services[141] Risk Management - As of June 30, 2023, the company was not subject to any market or interest rate risk, with IPO proceeds invested in short-term U.S. government obligations[144] - The company has no off-balance sheet arrangements or obligations as of June 30, 2023, and does not engage in transactions that create variable interest entities[135]