Business Combination - The Company entered into a Business Combination Agreement with SharonAI Inc. on January 28, 2025, which includes a merger process [19]. - The Aggregate Merger Consideration is 560,835,633 shares of Common Stock to be issued at the closing of the Business Combination [22]. - The Company plans to change its name to "SharonAI Holdings, Inc." following the Domestication Merger [21]. - The Company intends to seek shareholder approval for the Business Combination, but may not hold a vote if not required by law [46]. - The Business Combination Agreement requires the issuance of 560,835,633 additional shares of Common Stock, which will significantly dilute the equity interest of existing investors [114][115]. - The company may issue Class A Shares upon conversion of Class B Shares at a ratio greater than one-to-one due to anti-dilution provisions, potentially affecting shareholder interests [112]. - The company has agreed to file a registration statement for Class A Shares issuable upon exercise of warrants within 20 business days after the initial business combination [105]. - If Class A Shares are not registered under the Securities Act, warrant holders may only exercise their warrants on a cashless basis, resulting in fewer shares received [109]. - The company may amend the terms of the warrants with the approval of at least 50% of the outstanding public warrants, potentially increasing the exercise price or shortening the exercise period [116][117]. - The company may face adverse tax consequences if it re-domiciles or reincorporates in another jurisdiction as part of its business combination [104]. - The existence of registration rights may lead to increased equity stakes demanded by shareholders of the target business, complicating the business combination process [111]. Financial Position - The Company raised gross proceeds of $230,000,000 from its initial public offering of 23,000,000 units at $10.00 per unit [23]. - A total of $234,600,000 from the initial public offering and the sale of Private Warrants was placed in a U.S.-based trust account [24]. - The company had cash of $6,738 as of December 31, 2024, which is insufficient to operate until the completion of the Business Combination [49]. - As of December 31, 2024, the company had cash of $6,738, primarily intended for evaluating target businesses and completing business combinations [180]. - The company entered into a promissory note for up to $2,000,000, with $1,109,412 drawn as of December 31, 2024, leaving $890,588 available [181]. - The company expects to incur significant costs related to identifying a target business and conducting due diligence, raising doubts about its ability to continue as a going concern within one year [183]. - As of December 31, 2024, the company had a working capital deficit of $2,021,686, raising substantial doubt about its ability to continue as a going concern [130]. - The company has no long-term debt obligations or capital lease obligations [187]. - The company has no off-balance sheet financing arrangements as of December 31, 2024 [186]. Internal Controls and Compliance - The Company has identified a material weakness in its internal control over financial reporting, which may affect investor confidence [40]. - A material weakness in internal controls over financial reporting was identified, affecting the effectiveness of controls as of December 31, 2021, and subsequent quarters [41]. - There is no assurance that additional material weaknesses or restatements will not arise in the future due to inadequate internal controls [43]. - Compliance with laws and regulations is necessary and any failure could adversely affect the company's business and results of operations [52]. - Management assessed the effectiveness of internal control over financial reporting and determined that it was not effective as of December 31, 2024, due to material weaknesses [208]. - Remediation steps have been implemented to improve internal control, including enhancing the review process for complex securities and increasing access to accounting literature [209]. - The company has identified material weaknesses in internal controls over financial reporting, particularly regarding complex financial instruments [204]. - The company has not included an attestation report from its independent registered public accounting firm due to its status as an emerging growth company under the JOBS Act [210]. Shareholder Dynamics - Initial shareholders own approximately 81% of the issued and outstanding ordinary shares, allowing them to approve business combinations even without public shareholder support [47]. - The initial shareholders and sponsor control approximately 81% of the company's issued and outstanding ordinary shares, allowing them substantial influence over shareholder votes [62]. - The company has not paid or declared any cash dividends on its ordinary shares to date and does not intend to do so prior to completing its initial business combination [152]. - The company may engage in business combinations with affiliated entities, which could present conflicts of interest and less favorable terms for public shareholders [93]. - Conflicts of interest may arise as executive officers and directors allocate their time to other business endeavors, potentially affecting the completion of the initial business combination [88]. - The former sponsor invested $25,000 for 5,750,000 founder shares, which will be worthless if the initial business combination is not completed [94]. Management and Operations - The company has no full-time employees prior to the completion of its initial business combination, with seven executive officers currently [32]. - The ability to successfully effect the Business Combination depends on key personnel, and their loss could negatively impact post-combination operations and profitability [73]. - The company is dependent on a small group of executive officers and directors, and their loss could negatively impact operations [87]. - The management team includes experienced professionals with extensive backgrounds in investment banking and corporate governance, such as Byron Roth and John Lipman [213][214]. - Byron Roth has helped raise over $100 billion for small-cap companies and has been involved in numerous merger and acquisition transactions [213]. - Aaron Gurewitz has managed over 1,000 public offerings since joining Roth in 1999, focusing on growth companies [215]. - Rick Hartfiel has managed over 300 equity offerings and M&A transactions since joining Craig-Hallum in 2005, emphasizing emerging growth companies [216]. Market and Regulatory Risks - The company may incur substantial debt to complete a business combination, which could negatively impact financial condition and shareholder value [54]. - If the company completes a business combination with a target outside the United States, it may face additional risks, including regulatory approvals and foreign exchange fluctuations [79]. - The company may face significant risks associated with managing cross-border business operations, including currency fluctuations and complex corporate taxes [80]. - The market for directors' and officers' liability insurance has become less favorable, potentially complicating the negotiation of the initial business combination [65]. - Cyber incidents could lead to financial loss, as the company lacks significant investments in data security protection [139]. Performance and Financial Results - For the year ended December 31, 2024, the company reported a net income of $119,065, primarily from interest earned on marketable securities held in the Trust Account [170]. - For the year ended December 31, 2023, the company had a net income of $2,586,752, which included forgiveness of debt of $4,692,176 [171]. - The total transaction costs of the initial public offering amounted to $21,140,059, including $3,850,000 of underwriting discount and $8,800,000 of deferred underwriting discount [176]. - The company generated gross proceeds of $230 million from its initial public offering of 23 million units at $10.00 per unit on October 29, 2021 [164]. - The company has incurred significant costs in pursuit of acquisition plans, which may not be successful [130].

Financial Performance - For the nine months ended September 30, 2024, the company reported a net income of $450,355, primarily from interest earned on marketable securities held in the Trust Account of $435,437 and a change in fair value of warrant liabilities of $529,550, offset by operational costs of $514,632[169]. - For the nine months ended September 30, 2023, the company reported a net income of $1,345,709, which included interest earned on marketable securities held in the Trust Account of $2,204,264 and forgiveness of debt of $4,692,176, despite operational costs of $4,097,406[171]. - For the three months ended September 30, 2023, the company reported a net loss of $1,267,241, primarily due to a change in fair value of warrant liabilities of $1,185,925 and operational costs of $460,206[170]. - The company had a net cash used in operating activities of $317,074 for the nine months ended September 30, 2024[178]. - The company has not generated any operating revenues to date, with only non-operating income from interest on cash and cash equivalents[168]. Business Operations - The company extended the deadline for completing an initial business combination from June 29, 2023, to October 29, 2024, following shareholder approval[164]. - The company received shareholder approval to extend the date for liquidation of the Trust Account from January 29, 2023, to June 29, 2023, with an aggregate redemption amount of approximately $181.9 million[163]. - The company expects to raise additional funds to meet operating expenditures prior to the initial business combination, raising substantial doubt about its ability to continue as a going concern within one year from the issuance of the condensed financial statements[182]. Financial Position - As of September 30, 2024, the company had cash of $43,585, intended for identifying and evaluating target businesses and performing due diligence[180]. - The company had drawn $1,109,412 on the 2023 Promissory Note, with $890,588 available to be drawn as of September 30, 2024[181]. - The company incurred transaction costs of $21,140,059 related to its initial public offering, with $19,774,814 recorded to additional paid-in capital[177]. - The company distributed all remaining sums in the trust account to shareholders and allowed them to retain 10% of their shares after tax deductions and up to $100,000 for dissolution expenses[183]. Accounting and Compliance - The company accounts for warrants based on specific terms and applicable guidance, with significant estimates including the fair value of warrant liabilities[190]. - The company is evaluating the impacts of recently issued accounting standards, including ASU 2023-09, which will enhance transparency in income tax disclosures effective for the annual period ending December 31, 2025[197]. - The management does not believe that any other recently issued accounting standards would have a material effect on the condensed financial statements[198]. - As of September 30, 2024, the company had no ordinary shares subject to possible redemption, and any changes in redemption value are recognized immediately[193]. - The company did not have any dilutive securities or contracts that could potentially be exercised or converted into ordinary shares as of September 30, 2024[195]. - The company has no off-balance sheet financing arrangements as of September 30, 2024, and does not participate in transactions that create relationships with unconsolidated entities[186]. Sponsorship and Fees - The company had an agreement to pay its sponsor a monthly fee of $10,000 for office space and administrative support, which was terminated on June 28, 2023[187]. - The underwriters waived their entitlement to a deferred fee of $8,800,000, which would have been payable from the Trust Account upon completion of the initial business combination[188].

Financial Performance - For the six months ended June 30, 2024, the company reported a net income of $510,213, consisting of $435,437 in interest earned on marketable securities and a $529,550 change in fair value of warrant liabilities, offset by operational costs of $454,774 [151]. - For the three months ended June 30, 2023, the company reported a net income of $7,284,593, primarily due to a $4,649,995 forgiveness of debt and a $2,712,275 change in fair value of warrant liabilities [151]. - The company has not generated any operating revenues to date, relying solely on non-operating income from interest on cash and cash equivalents [150]. Capital and Financing - As of June 30, 2024, the company had cash of $78,787 and the Trust account was fully liquidated, indicating a need for further capital to identify and evaluate target businesses [156]. - A total of $234,600,000 from the initial public offering and private placement warrants was placed in a U.S.-based Trust Account, indicating significant capital raised for future business combinations [154]. - The company incurred transaction costs of $21,140,059 related to the initial public offering, which included $3,850,000 in underwriting discounts and $8,800,000 in deferred underwriting discounts [155]. - The company had drawn $1,109,412 on a promissory note of up to $2,000,000 as of June 30, 2024, indicating ongoing financing efforts to support operations [157]. - The company expects to raise additional funds to meet operating expenditures prior to the initial business combination, incurring significant costs related to identifying a target business and conducting due diligence [158]. Business Combination and Shareholder Actions - The company extended the deadline for completing a business combination from June 29, 2023, to October 29, 2024, with shareholder approval, allowing for additional time to pursue potential mergers [146]. - The company received shareholder approval to extend the liquidation date of the Trust Account from January 29, 2023, to June 29, 2023, allowing for further capital deployment [145]. - The company distributed all remaining sums in the trust account to shareholders and allowed them to retain 10% of their shares after tax deductions and up to $100,000 for dissolution expenses [159]. Sponsor and Administrative Support - The company recorded a contribution from the sponsor of $250,000 after the forgiveness of debt, reflecting support from the sponsor during financial challenges [149]. - The company had an agreement to pay its sponsor a monthly fee of $10,000 for office space and administrative support, which was terminated on June 28, 2023 [162]. Accounting and Reporting - The company accounts for warrants based on specific terms and applicable guidance, with significant estimates including the fair value of warrant liabilities [164]. - As of June 30, 2024, the company had no ordinary shares subject to possible redemption, and changes in redemption value are recognized immediately [167]. - The company did not have any dilutive securities or contracts that could potentially be converted into ordinary shares as of June 30, 2024 [169]. - The company is evaluating the impact of recently issued accounting standards, including ASU 2023-09, which will enhance transparency in income tax disclosures [171]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [173]. Off-Balance Sheet Financing - The company has no off-balance sheet financing arrangements as of June 30, 2024, and does not participate in transactions that create relationships with unconsolidated entities [161]. Underwriter Agreements - The underwriters waived their entitlement to a deferred fee of $8,800,000, which would have been payable from the Trust Account upon completion of the initial business combination [163].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $279,184, consisting of interest earned on marketable securities of $305,713 and a change in fair value of warrant liabilities of $242,525, offset by operational costs of $269,054[168]. - For the three months ended March 31, 2023, the company experienced a net loss of $4,671,643, which included a change in fair value of warrant liabilities of $2,854,675 and operational costs of $2,876,950, offset by interest earned on marketable securities of $1,184,982[169]. Marketable Securities and Cash - As of March 31, 2024, the company had marketable securities held in the trust account amounting to $23,817,744, including approximately $1,661,537 of interest income and unrealized gains[177]. - The company had cash of $9,128 held outside the trust account as of March 31, 2024, intended for identifying and evaluating target businesses and related due diligence[178]. Initial Public Offering - The company raised gross proceeds of $230,000,000 from its initial public offering of 23,000,000 units at $10.00 per unit on October 29, 2021[171]. - Transaction costs of the initial public offering totaled $21,140,059, which included $3,850,000 of underwriting discount and $8,800,000 of deferred underwriting discount[174]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,800,000, which was waived in June 2023[185]. Business Combination and Going Concern - The company extended the deadline for completing its initial business combination from June 29, 2023, to October 29, 2024, with shareholder approval[165]. - The company expects to incur significant costs related to identifying a target business and conducting due diligence, raising substantial doubt about its ability to continue as a going concern[180]. - The company assessed going concern considerations and determined that liquidity conditions raise substantial doubt about its ability to continue as a going concern[182]. Financial Obligations and Liabilities - As of March 31, 2024, the company had drawn $925,172 on a promissory note for up to $1,000,000, which is non-interest bearing and payable upon the consummation of an initial business combination or liquidation[179]. - As of March 31, 2024, the company has no off-balance sheet financing arrangements or obligations[183]. - The company does not have any long-term debt obligations or capital lease obligations[184]. Accounting and Reporting - The company accounts for warrant liabilities based on specific terms and applicable guidance, requiring professional judgment[187]. - The company has 22,250,000 warrants exercisable to purchase Class A Shares, with no dilutive securities as of March 31, 2024[191]. - The company recognizes changes in redemption value of ordinary shares immediately, adjusting the carrying value to equal the redemption value at each reporting period[190]. - The company is currently assessing the impact of ASU 2020-06, effective after December 15, 2023, on its financial position[192]. - The company is evaluating the timing and impacts of adopting ASU 2023-09, effective for the annual period ending December 31, 2025[193]. - The management does not believe that any recently issued accounting standards will have a material effect on the financial statements[194]. Administrative Costs - The company incurred a monthly fee of $10,000 for office space and administrative support from October 29, 2021, until the agreement was terminated on June 28, 2023[184].

IPO and Financial Status - The company completed its initial public offering on October 29, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[15]. - As of June 29, 2023, the company had approximately $56.7 million remaining in its Trust Account after redemptions totaling approximately $181.9 million[18]. - The company has a net tangible asset requirement of at least $5,000,001, which may limit the redemption of public shares if too many are redeemed[34]. - The estimated per-share redemption amount could be less than the initial $10.20 per share due to potential claims against the Trust Account[36][38]. - The estimated redemption price for public shares is approximately $11.08 per share as of December 31, 2023[68]. - The company had cash of $13,755 held outside the Trust Account to fund working capital requirements as of December 31, 2023[75]. - The company has approximately $23,332,031 remaining in its Trust Account as of December 31, 2023, after accounting for $8,800,000 of deferred underwriting commissions[95]. - The net proceeds from the initial public offering and private placement of warrants provided the company with $231,950,000 for completing its initial business combination[95]. - As of December 31, 2023, the company had $13,755 in cash and a working capital deficit of $1,291,564, raising substantial doubt about its ability to continue as a going concern[187]. Business Combination and Shareholder Actions - Shareholders approved an extension to complete a business combination until October 29, 2024, allowing for additional time to identify suitable targets[19]. - The company plans to liquidate the Trust Account and redeem 90% of the public shares approximately 2-3 weeks after the adoption of the Amendment Proposal[21]. - Shareholders have the opportunity to redeem their public shares upon completion of the initial business combination at a price equal to the amount in the Trust Account divided by the number of outstanding public shares[28]. - The company has waived redemption rights for its Class B Shares and any public shares held in connection with the initial business combination[29]. - If the initial business combination is not completed by October 29, 2024, the company will redeem public shares at a price based on the amount in the Trust Account, which may be less than the estimated $11.08 per share[32][36]. - If the company fails to complete its initial business combination by the deadline, it will cease operations and redeem public shares[65]. - The company may not redeem public shares if it would cause net tangible assets to fall below $5,000,001, potentially complicating business combination efforts[62]. - The company is subject to mandatory liquidation if it does not complete an initial business combination by October 29, 2024[118]. - Public shareholders may be forced to wait beyond 36 months to receive funds from the Trust Account if the initial business combination is not completed[150]. Target Business Evaluation and Competition - The company has evaluated over 350 potential target businesses for its initial business combination, but only entered into one agreement that was subsequently terminated[24]. - The company expects to face competition from other entities in identifying and selecting target businesses for acquisition, which may limit its ability to acquire larger targets[43]. - The company may face significant competition from other entities with similar business objectives, which could limit its ability to complete an initial business combination[74]. - The company may face challenges in finding a suitable target business due to market conditions and other external factors, including the impact of COVID-19[66]. - The company may face challenges in completing initial business combinations with private companies due to limited public information, potentially leading to less profitable outcomes[100]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions, which may affect the attractiveness of its securities to investors[46]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[48]. - Compliance with the SEC's SPAC Rules may increase costs and time needed to complete the initial business combination, potentially leading to earlier liquidation[86]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete an initial business combination[114]. - The company is classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain thresholds are met, including a market value of $250 million or annual revenues of $100 million[190]. Internal Control and Financial Reporting - The company identified a material weakness in its internal control over financial reporting, which may adversely affect investor confidence and operating results[52]. - A restatement of the audited balance sheet revealed an error in the value of Class A Shares subject to redemption, which should have been recorded as $234.6 million instead of $230 million[53]. - The company may face litigation risks due to identified material weaknesses in internal control over financial reporting[58]. Shareholder Rights and Governance - The company’s initial shareholders own approximately 73% of the issued and outstanding ordinary shares, allowing them to approve business combinations even without public shareholder support[60]. - Holders of Class A Shares will not have voting rights on the appointment of directors prior to the initial business combination[154]. - The company has provisions in its memorandum and articles of association that may discourage unsolicited takeover proposals, including a staggered board of directors[191]. - The company has not adopted a policy to prevent directors and officers from having financial interests in transactions, which may lead to conflicts of interest[145]. - The company may engage in business combinations with affiliated entities, which could raise potential conflicts of interest[147]. Risks and Uncertainties - The company may face significant write-downs or write-offs post-business combination, negatively impacting financial condition and securities prices[121]. - The company may struggle to assess the management capabilities of a target business, risking operational profitability[129]. - If the company pursues a target business outside the U.S., it may encounter additional risks, including regulatory and operational challenges[132]. - The company may not be able to secure additional financing necessary for completing a business combination or funding operations, which could lead to restructuring or abandonment of the transaction[110]. - The company may face claims of punitive damages if it distributes proceeds to shareholders before addressing creditor claims in the event of bankruptcy[82]. Securities and Share Structure - The company has the authorization to issue up to 200,000,000 Class A Shares, 20,000,000 Class B Shares, and 1,000,000 preference shares[169]. - If the company completes an initial business combination, it may issue additional Class A Shares or preference shares, which could dilute existing shareholders' interests[168]. - The company may issue Class A Shares upon the conversion of Class B Shares at a ratio greater than one-to-one, which is subject to anti-dilution provisions[170]. - The company may not be able to register or qualify the shares underlying the warrants under applicable state securities laws, which could lead to warrants expiring worthless[162]. - The potential issuance of a substantial number of additional Class A Shares upon exercise of warrants could make the company a less attractive acquisition vehicle[179]. Management and Operational Concerns - The company has seven executive officers who will devote time as needed until the initial business combination is completed, with no full-time employees planned prior to that[45]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[140]. - Executive officers and directors may face conflicts of interest due to their commitments to other businesses, potentially impacting the completion of the initial business combination[141]. - Key personnel's retention may be conditioned on employment agreements, potentially leading to conflicts of interest[127]. Market and Trading Information - The company's units, Class A Shares, and warrants are traded on the Nasdaq Global Market under the symbols "USCTU," "USCT," and "USCTW," respectively[209]. - If Nasdaq delists the company's securities, it could face significant adverse consequences, including reduced liquidity and limited market quotations[152].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $1,267,241, primarily due to a change in fair value of warrant liabilities of $1,185,925 and operational costs of $460,206[156]. - For the nine months ended September 30, 2023, the company had a net income of $1,345,709, which included a change in fair value of warrant liabilities of $1,328,325 and interest earned on marketable securities of $2,204,264[157]. - The company incurred net cash used in operating activities of $664,645 for the nine months ended September 30, 2023, compared to $444,367 for the same period in 2022[165][166]. Marketable Securities - As of September 30, 2023, the company held marketable securities in the trust account amounting to $22,846,633, including approximately $1,050,426 of interest income and unrealized gains[167]. Business Combination and Going Concern - The company extended the deadline for completing an initial business combination from June 29, 2023, to October 29, 2024, with shareholder approval[153]. - The Company has until November 29, 2023, to complete an initial business combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[170]. - The company has significant costs associated with identifying a target business and conducting due diligence, raising doubts about its ability to continue as a going concern[169]. Shareholder Activity - A total of 17,533,296 Class A Shares were redeemed for cash at a redemption price of approximately $10.38 per share, totaling approximately $181.9 million[152]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,800,000, payable only upon the completion of the initial business combination[173]. Initial Public Offering - The company completed its initial public offering on October 29, 2021, generating gross proceeds of $230,000,000 from the sale of 23,000,000 units[161]. - Transaction costs for the initial public offering amounted to $21,140,059, with $19,774,814 recorded to additional paid-in capital[164]. Warrant Accounting - The Company accounts for warrants based on their specific terms, with the potential for them to be classified as either equity or liability instruments[175]. - As of September 30, 2023, the Company has 22,250,000 warrants exercisable to purchase Class A Shares, but no dilutive securities that could share in the earnings[179]. - The Company recognizes changes in the redemption value of its ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[178]. Administrative Expenses - The Company incurred a monthly fee of $10,000 for office space and administrative support until the agreement was terminated on June 28, 2023[172]. Accounting Policies - Management does not believe that any recently issued accounting standards will have a material effect on the Company's financial statements[180]. - The Company has identified critical accounting policies that require estimates and assumptions affecting reported amounts of assets and liabilities[174]. - The Company has not entered into any transactions that create relationships with unconsolidated entities or financial partnerships[171].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $7,284,593, driven by a change in fair value of warrant liabilities of $2,712,275 and debt forgiveness of $4,649,995[159]. - For the six months ended June 30, 2023, the company had a net income of $2,612,950, which included $1,867,555 in interest earned on marketable securities and $4,649,995 in debt forgiveness[160]. - As of June 30, 2023, the company held marketable securities in the trust account amounting to $57,991,574, including approximately $2,171,193 of interest income and unrealized gains[170]. Business Combination and Operations - The company extended the deadline for completing an initial business combination from June 29, 2023, to October 29, 2024, with shareholder approval[155]. - A total of 17,533,296 Class A shares were redeemed for cash at approximately $10.38 per share, totaling around $181.9 million[154]. - The company expects to incur significant costs in identifying a target business and negotiating an initial business combination, raising concerns about its ability to continue as a going concern[172]. - The Company has until August 29, 2023, to complete an initial business combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[173]. Financial Obligations and Costs - The company incurred transaction costs of $21,140,059 related to its initial public offering, which included $3,850,000 in underwriting discounts[167]. - The company has drawn $250,000 under a promissory note for working capital, which was later forgiven, resulting in a recorded contribution from the sponsor of $250,000[156]. - As of June 30, 2023, the company had cash of $1 held outside the trust account, intended for operational expenditures related to identifying target businesses[171]. - The Company incurred a monthly fee of $10,000 to its sponsor for office space and administrative support from October 29, 2021, until the agreement was terminated on June 28, 2023[176]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,800,000, payable only upon the completion of the initial business combination[177]. Accounting and Financial Reporting - The Company accounts for warrants based on their specific terms, with the potential for them to be classified as either equity or liability instruments[179]. - As of June 30, 2023, the Company has 22,250,000 warrants exercisable to purchase TKB Class A Shares, but no dilutive securities that could share in the earnings[184]. - The Company recognizes changes in the redemption value of its ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[182]. - Management does not anticipate that any recently issued accounting standards will materially affect the Company's financial statements[185]. - The Company has identified critical accounting policies that require significant estimates, including the fair value of warrant liabilities[178]. - As of June 30, 2023, the Company has no off-balance sheet financing arrangements or long-term debt obligations[174][175]. - The Company has not entered into any transactions that create relationships with unconsolidated entities or financial partnerships[174].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $4,671,643, which includes a change in fair value of warrant liabilities of $2,854,675 and operational costs of $2,876,950[167]. - The company has not generated any revenues to date and only has non-operating income from interest on cash and cash equivalents[166]. - For the three months ended March 31, 2022, net income was $2,488,362, with net cash used in operating activities amounting to $281,574[175]. Cash Flow and Liquidity - The company had net cash used in operating activities of $130,477 for the three months ended March 31, 2023[174]. - As of March 31, 2023, the company had a balance of approximately $56.7 million in its Trust Account after redemptions[163]. - The company had cash of $423,760 held outside the trust account, intended for evaluating target businesses and related due diligence[177]. - The company expects to raise additional funds to cover significant costs related to identifying a target business and conducting due diligence, raising substantial doubt about its ability to continue as a going concern within one year[178]. Initial Public Offering and Business Combination - The company completed its initial public offering on October 29, 2021, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit[170]. - A total of $234,600,000 from the IPO proceeds and private placement warrants was placed in a Trust Account at J.P. Morgan Chase Bank[172]. - The company entered into a Business Combination Agreement with Wejo Group Limited on January 10, 2023, with the closing expected in the second quarter of 2023[157]. - Shareholders approved an extension to complete the initial business combination from January 29, 2023, to June 29, 2023, with 17,533,296 Class A Shares redeemed for approximately $181.9 million[163]. - The company has until June 29, 2023, to complete an initial business combination, or it will face mandatory liquidation and potential dissolution[179]. Costs and Expenses - Transaction costs for the initial public offering amounted to $21,140,059, with $19,774,814 recorded to additional paid-in capital[173]. - The company expects to incur significant costs in pursuing its initial business combination, raising doubts about its ability to continue as a going concern[156]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,800,000, payable only if the initial business combination is completed[183]. - The company has an agreement to pay its sponsor a monthly fee of $10,000 for office space and administrative support until the completion of the initial business combination or liquidation[182]. Equity and Securities - The company accounts for its ordinary shares subject to possible redemption as temporary equity, reflecting certain redemption rights outside of the company's control[187]. - The company did not have any dilutive securities or contracts that could potentially be converted into ordinary shares as of March 31, 2023[189]. - The company has no off-balance sheet financing arrangements as of March 31, 2023[180].

IPO and Trust Account - The company completed its initial public offering on October 29, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[21]. - A total of $234.6 million from the IPO proceeds and private warrants sale was placed in a trust account[22]. - As of January 30, 2023, the company had approximately $56.7 million remaining in its trust account after redemptions totaling approximately $181.9 million[24]. - The estimated per-share redemption amount for shareholders is $10.38 as of January 27, 2023, which may be less than the initial $10.20 per share deposited in the Trust Account[55]. - The TKB Sponsor will be liable if claims reduce the Trust Account funds below $10.20 per public share, but this liability does not apply to claims from parties who executed waivers[56]. - If the Trust Account proceeds fall below $10.20 per public share, shareholders may not receive the expected redemption amount[57]. - The company aims to have vendors and service providers waive claims to the Trust Account funds, but there is no guarantee that all will comply[58]. - In the event of bankruptcy, the Trust Account funds may be subject to claims from creditors, potentially reducing the amount returned to shareholders[59]. - Shareholders can only access Trust Account funds under specific conditions, such as failing to complete the initial business combination within the Combination Period[60]. - The estimated redemption price for public shares is approximately $10.38 per share as of January 27, 2023[93]. - If the initial business combination is not completed, public shareholders may only receive their pro rata portion of the funds in the Trust Account, and warrants will expire worthless[98]. Business Combination with Wejo - The proposed business combination with Wejo is expected to close in the second quarter of 2023, subject to shareholder approvals and other customary conditions[28]. - Wejo provides software and technology solutions utilizing high-value datasets, primarily in North America and Europe, targeting various sectors including automotive and transportation[29]. - The business combination agreement includes a floating exchange ratio for TKB Class A Shares, with a maximum price of $3.00 and a minimum price of $0.50 for Wejo shares[32]. - The proposed business combination with Wejo is subject to shareholder approval, and public shareholders will have redemption rights upon completion[48]. - The proposed Business Combination with Wejo does not include a minimum cash condition, but high redemption rates could jeopardize the transaction's success[87]. - If too many public shareholders exercise their redemption rights, TKB may not meet closing conditions for the business combination[84]. - The company intends to complete the proposed Business Combination with Wejo but may pursue multiple targets if the initial combination fails, increasing complexity and costs[130]. - The company has obtained a fairness opinion for the proposed Business Combination with Wejo, but is not required to obtain one for alternate transactions[125]. - If the initial business combination with Wejo is not completed, public shareholders may only receive their pro rata share of the Trust Account funds, and warrants may expire worthless[158]. Shareholder Rights and Approvals - TKB shareholders approved an extension to complete the business combination until June 29, 2023, with 17,533,296 public shares redeemed for approximately $181.9 million[49]. - TKB's Articles restrict public shareholders from seeking redemption rights for more than 15% of shares sold in the initial public offering without prior consent[48]. - TKB's initial shareholders own approximately 51% of the issued and outstanding ordinary shares, allowing them to approve business combinations even without public shareholder support[80]. - Amendments to TKB's Articles require a two-thirds majority vote or unanimous written resolution, potentially facilitating easier changes compared to other SPACs[139]. - TKB's initial shareholders may participate in votes to amend Articles, potentially impacting shareholder rights[140]. - Any amendments to agreements related to the initial public offering can be made without shareholder approval, which may affect investor interests[143]. Financial and Operational Risks - TKB evaluated over 350 potential target businesses, including Wejo, conducting thorough due diligence reviews[41]. - The company faces potential litigation risks due to the identified material weaknesses and the restatement of financial results[76]. - The company is actively working on remediation measures for its internal control weaknesses, but these may be time-consuming and costly[72]. - The management's ability to assess the target business's management may be limited, potentially leading to a post-combination business lacking necessary skills[164]. - The company may incur substantial debt to complete the business combination, which could adversely affect its leverage and financial condition[126]. - The company may face competition from other entities for business combination opportunities, which could limit its ability to complete a deal[99]. - The company may face risks if it completes a business combination with a target that does not meet its general criteria and guidelines, potentially leading to shareholder redemption[124]. - The investigation and negotiation for the business combination will require substantial management time and costs, which may not be recoverable if the deal does not proceed[159]. Regulatory and Compliance Issues - The company qualifies as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[64]. - The company is also classified as a "smaller reporting company," which permits reduced disclosure obligations[67]. - Compliance with Sarbanes-Oxley Act requirements may increase costs and complexity in completing the initial business combination[148]. - The SEC has proposed new rules that could increase costs and time for completing the business combination with Wejo[111]. - Changes in laws or regulations could adversely affect the company's ability to complete the proposed business combination[119]. Securities and Share Structure - The company issued 11,500,000 public warrants and 10,750,000 private placement warrants, each exercisable at $11.50 per share[214]. - The company may redeem outstanding public warrants at $0.01 per warrant if the share price exceeds $18.00 for 20 out of 30 trading days[211]. - The company may issue additional TKB Class A Shares or preference shares to complete an alternate initial business combination, which could dilute existing shareholders[203]. - The potential issuance of additional TKB Class A Shares upon warrant exercise could reduce the value of shares issued in a business combination[215]. - The company’s unit structure includes one-half of one warrant, potentially making the units less valuable compared to other SPACs that include a whole warrant[216]. - If the TKB Class A Shares are not registered under the Securities Act, warrant holders may only exercise their warrants on a cashless basis, resulting in fewer shares received[200]. Management and Key Personnel - TKB's management team has over 100 years of combined operating experience and has completed more than 50 global technology transactions[43]. - Key personnel's efforts are crucial for the success of the business combination, and their loss could negatively impact operations and profitability[160]. - Past performance of the management team is not indicative of future success, and reliance on historical performance may be misplaced[173]. - The management team may not be able to maintain control of the target business post-combination, impacting operational success[166]. Miscellaneous - The company may face legal action if the sponsor does not fulfill indemnification obligations, potentially reducing funds available for public shareholders[107]. - The company may abandon efforts to complete the business combination if deemed an investment company, leading to liquidation[117]. - The market for directors' and officers' liability insurance has become less favorable, potentially complicating the negotiation of the business combination[150]. - The company believes it was a PFIC for the taxable year ended December 31, 2022, and may be classified as a PFIC for the current taxable year[193]. - Conflicts of interest may arise due to the personal and financial interests of directors and officers in identifying and selecting a target business[180].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $2,968,000, primarily from a change in fair value of warrant liabilities of $2,222,775 and interest earned on marketable securities of $1,058,906, offset by operational costs of $313,681 [134]. - For the nine months ended September 30, 2022, the company achieved a net income of $9,452,332, driven by a change in fair value of warrant liabilities of $9,122,500 and interest income of $1,399,324, with operational costs totaling $1,069,492 [135]. Marketable Securities - As of September 30, 2022, the company held marketable securities in the trust account amounting to $236,003,266, which includes approximately $1,403,266 of interest income [142]. IPO Details - The company completed its IPO on October 29, 2021, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit, including an over-allotment option [137]. - Transaction costs related to the IPO totaled $21,140,059, which included underwriting discounts and actual offering costs, with $19,774,814 recorded to additional paid-in capital [139]. Cash and Expenses - The company had cash of $286,110 held outside the trust account as of September 30, 2022, intended for identifying and evaluating target businesses [143]. - The company expects to incur significant costs related to identifying a target business and conducting due diligence, raising substantial doubt about its ability to continue as a going concern [145]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of September 30, 2022 [147]. - The company has an agreement to pay its sponsor a monthly fee of $10,000 for administrative support, which began on October 29, 2021 [148]. - The underwriters of the IPO are entitled to a deferred fee of $8,800,000, payable only if the company completes its initial business combination [149]. Earnings Per Share - The Company reports net income (loss) per ordinary share calculated by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period [157]. - As of September 30, 2022 and 2021, the Company had no dilutive securities or contracts that could potentially be exercised or converted into ordinary shares [157]. Accounting Standards - The FASB issued ASU No. 2020-06, effective for fiscal years beginning after December 15, 2023, which simplifies accounting for convertible instruments and diluted earnings per share calculation [158]. - The FASB issued ASU 2022-03, effective for fiscal years beginning after December 15, 2023, clarifying that contractual sales restrictions are not considered in measuring equity securities at fair value [159]. - Management does not believe that any recently issued accounting standards would have a material effect on the Company's financial statements [160].