Nasdaq Compliance - The Company received a notice from Nasdaq on January 22, 2023, indicating non-compliance with Listing Rule 5550(a)(4) due to failing to meet the minimum requirement of 500,000 publicly held shares[130] - On March 9, 2023, the Company submitted a compliance plan to Nasdaq, which was accepted on May 8, 2023[130] - The Company received another notice on April 3, 2023, for failing to meet the minimum $35 million Market Value of Listed Securities (MVLS) requirement[131] - The Company has until October 2, 2023, to regain compliance with the Nasdaq MVLS requirement[131] Business Combination - The Business Combination Agreement with Spectral MD was entered into on April 11, 2023, involving a merger where Spectral MD will become a wholly owned subsidiary of the Company[133] - The Business Combination is subject to customary closing conditions, including stockholder approvals and regulatory clearances[135] - The Company will be renamed to New Spectral MD following the completion of the mergers[137] - The Business Combination Agreement includes covenants requiring both parties to conduct their businesses in the ordinary course until closing[138] - The Sponsor agreed to vote in favor of the Business Combination and not to redeem any of its equity securities[144] - The Company is expected to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of the Business Combination[129] Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,033,276, consisting of formation and operating costs of $1,475,615 and provision for income taxes of $10,458, offset by a change in fair value of warrant liabilities of $394,200 and interest earned on investments held in the Trust Account of $58,597[148] - For the six months ended June 30, 2023, the company had a net loss of $2,315,374, which included formation and operating costs of $2,002,997 and provision for income taxes of $17,551, offset by interest earned on investments held in the Trust Account of $99,374[149] - As of June 30, 2023, the company had a working capital deficit of $4,577,162, indicating liquidity challenges[156] - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[147] - The company has incurred monthly fees of $10,000 for office space and administrative services since February 11, 2021, which will continue until the completion of the Business Combination or liquidation[162] Trust Account and Use of Funds - As of June 30, 2023, the company had U.S. Treasury Funds held in the Trust Account amounting to $4,725,481, consisting of fixed income securities[155] - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination, with any remaining proceeds to be used for working capital and growth strategies[155] - The company generated gross proceeds of $253,000,000 from its Initial Public Offering of 25,300,000 Units at $10.00 per Unit[152] - The underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,855,000, which will only be payable if the company completes a Business Combination[163] Going Concern - The company has until the Expiration Date to consummate a Business Combination, with substantial doubt raised about its ability to continue as a going concern if it fails to do so[158] Accounting Standards - The Company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, with the standard effective for fiscal years beginning after December 15, 2023[170] - ASU 2022-03 clarifies that contractual sales restrictions are not considered in measuring equity securities at fair value, effective for fiscal years beginning after December 15, 2024[171] - The Company is evaluating the impact of ASU 2022-03 on its condensed consolidated financial statements[171] - Management does not believe that any other recently issued accounting standards would have a material effect on the unaudited condensed consolidated financial statements[172]

Nasdaq Compliance - The Company received a notice from Nasdaq on January 22, 2023, indicating non-compliance with Listing Rule 5550(a)(4) due to failing to meet the minimum requirement of 500,000 publicly held shares[151]. - On March 9, 2023, the Company submitted a compliance plan to Nasdaq, which was accepted on May 8, 2023[151]. - The Company received another notice on April 3, 2023, for failing to meet the minimum $35 million Market Value of Listed Securities (MVLS) requirement[152]. - The Company has until October 2, 2023, to regain compliance with the Nasdaq MVLS listing requirement[152]. Business Combination - The Business Combination Agreement with Spectral MD was entered into on April 11, 2023, involving a merger where Spectral MD will become a wholly owned subsidiary of the Company[153]. - The Business Combination is subject to customary closing conditions, including stockholder approvals and regulatory clearances[155]. - The Company will be renamed to New Spectral MD following the completion of the mergers[158]. - The Business Combination Agreement includes covenants requiring both parties to conduct their businesses in the ordinary course until closing[157]. - The Sponsor agreed to vote in favor of the Business Combination and not to redeem any of its equity securities[164]. - The Business Combination Agreement may be terminated under certain conditions, including failure to meet closing conditions or regulatory issues[160]. Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $1,282,098, which includes a change in fair value of warrant liabilities of $788,400 and operating costs of $527,382[168]. - As of March 31, 2023, the company had U.S. Treasury Funds held in the Trust Account amounting to $4,666,884, which consists of fixed income securities[174]. - The company generated gross proceeds of $253,000,000 from the Initial Public Offering of 25,300,000 Units at $10.00 per Unit on February 17, 2021[171]. - The company incurred cash used in operating activities of $243,197 for the three months ended March 31, 2023[172]. - As of March 31, 2023, the company had a working capital deficit of $3,287,624[175]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination[174]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $10,000 for office space and support services[181]. - The company has until the Expiration Date to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[177]. - The company recognized 8,433,333 Public Warrants and 4,706,667 Private Placement Warrants as liabilities at fair value[185]. - The underwriters are entitled to a deferred fee of $0.35 per Unit, totaling $8,855,000, payable only if the company completes a Business Combination[182]. - No quantitative and qualitative disclosures about market risk are required for smaller reporting companies[191].

IPO and Fundraising - The company raised gross proceeds of $253 million from its Initial Public Offering (IPO) by selling 25,300,000 units at $10.00 per unit, including an over-allotment option[19]. - The company also generated $7.06 million from the sale of 4,706,667 private placement warrants at $1.50 each[20]. - A total of $253 million from the IPO proceeds was placed in a Trust Account, which will be invested in U.S. government securities until a Business Combination is completed or funds are distributed[21]. - The company has until February 17, 2024, to complete a Business Combination, having received a one-year extension from the previous deadline[24]. Business Combination Strategy - The company intends to pursue a Business Combination with a technology company that aligns with its management team's expertise and operational capabilities[28]. - The company has identified key criteria for evaluating potential acquisition targets, including sustainable competitive differentiation and significant addressable market relative to current size[30]. - The company anticipates structuring its initial Business Combination to acquire 100% of the target business's equity interests or assets[41]. - Initial Business Combination must involve operating businesses or assets with a fair market value of at least 80% of the assets held in the Trust Account[40]. Stockholder Considerations - Initial stockholders own approximately 91.32% of the outstanding shares of common stock, increasing the likelihood of receiving necessary stockholder approval for Business Combination[48]. - The company may complete its initial Business Combination without stockholder approval, potentially limiting Public Stockholders' ability to vote[49]. - The company plans to provide Public Stockholders the opportunity to redeem their shares for a pro rata portion of the Trust Account upon completion of a Business Combination[23]. - If the initial Business Combination is not completed within the required timeframe, Public Stockholders may receive only approximately $10.00 per share upon liquidation[55]. Financial Risks and Challenges - The ability of Public Stockholders to redeem shares for cash may hinder the company's financial condition and attractiveness to potential Business Combination targets[50]. - The company faces intense competition from other entities seeking similar Business Combination opportunities, which may limit its ability to acquire sizable targets[43]. - The ongoing COVID-19 pandemic and geopolitical tensions, such as the invasion of Ukraine, may adversely affect the company's search for a Business Combination[57][60]. - The company may face significant costs in pursuing acquisition plans, and funds outside the Trust Account may be insufficient to operate until the Expiration Date[72]. Regulatory and Compliance Issues - The company is exempt from certain SEC rules related to blank check companies, which may affect investor protections[67]. - Proposed SEC rules could impose additional disclosure requirements and increase costs related to business combination transactions, potentially affecting the company's operations[90]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from disclosure requirements, which may affect the attractiveness of its securities[192]. - The company has identified a material weakness in its internal control over financial reporting, which may lead to potential misstatements in financial statements[198]. Management and Operational Concerns - The company does not intend to have full-time employees prior to completing its initial Business Combination, relying on its three officers[44]. - The management team believes that recent technological breakthroughs have created attractive business opportunities, particularly in the wake of COVID-19[16]. - The company may face challenges in assessing acquisition targets outside of its management's areas of expertise, potentially affecting the success of the Business Combination[99]. - The company’s management team is critical to the success of the initial business combination, and their departure could adversely affect operations[159]. Market and Economic Factors - The ability to raise equity and debt financing is crucial for the company to complete a Business Combination, which may be impacted by market volatility[58]. - The company may face adverse effects if any bank holding its funds fails, impacting financial condition and access to funds[81]. - The company’s ability to find attractive target businesses may be adversely affected by economic downturns or slower growth in the target country[152]. - Cyber incidents or attacks could lead to information theft, data corruption, operational disruption, and financial loss, posing a risk to the company's business[190]. Shareholder Rights and Liabilities - Stockholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares[93]. - The company is not required to hold an annual stockholder meeting until after the consummation of the initial Business Combination, limiting stockholder engagement[96]. - The company may not be able to maintain control of a target business post-combination, which could affect profitability and operations[153]. - The company may face conflicts of interest if it engages in Business Combinations with target businesses affiliated with its Sponsor, directors, or officers[114].