Financial Performance - For Q1 2024, Verde Clean Fuels reported a GAAP diluted net loss per share of $(0.13), compared to $(0.09) in Q1 2023[2][5] - The total operating loss for Q1 2024 was $2,875,211, a slight decrease from $3,049,302 in Q1 2023[5] - General and administrative expenses for Q1 2024 were $2,789,376, down from $4,265,640 in the same period last year[5] - As of March 31, 2024, Verde's total assets were $30,055,087, a decrease from $31,925,639 at the end of 2023[7] - Cash and cash equivalents as of March 31, 2024, were $25,941,604, down from $28,779,177 at the end of 2023[7] - The accumulated deficit increased to $(24,695,101) as of March 31, 2024, from $(23,922,730) at the end of 2023[7] Project Development - The company is in the process of selecting FEED/EPC services for the Cottonmouth Ventures project in the Permian Basin[3] - Verde is part of a DOE-funded consortium with a total funding of $500,000 to study the production of zero-emission methanol[3] Strategic Initiatives - Verde is engaging in preliminary discussions for long-term offtake arrangements for D3 RINs, LCFS Credits, and gasoline[3] - The company expects methanol to play a vital role in decarbonizing the maritime and chemical industries[3]

Investment and Technology Development - Verde Clean Fuels has invested over $110 million in its STG+® technology and demonstration facility, which has operated for over 10,500 hours producing gasoline or methanol [28]. - The company plans to invest approximately $3 million in 2024 for a new FEED study to support its Permian Basin natural gas-to-gasoline facility, which is expected to take about eight months to complete [64]. - The company has invested over $110 million in developing and patenting its technology and conducted over 10,500 hours of testing at its demonstration facility [64]. - The company plans to develop future commercial production facilities near biomass and natural gas sources to ensure a stable supply of feedstocks [65]. - The company is focused on developing additional intellectual property for lower-carbon diesel and aviation fuel, alongside its renewable gasoline production [41]. Production and Commercialization Plans - The company plans to achieve its first commercial production of renewable gasoline as early as 2026, with a focus on projects that have quicker paths to commercialization [31]. - The anticipated renewable gasoline production facility in Kern County, California, could produce up to 7 million gallons per year, with operations expected to begin in the second half of 2027 [35]. - Verde Clean Fuels has identified opportunities for additional production facilities, including three planned facilities and potential projects in pipeline-constrained areas [34]. - The company expects to produce 1.5 RINs per gallon of gasoline, which can be sold alongside each gallon of renewable gasoline as a separate commodity [70]. - The company anticipates that its renewable gasoline will utilize existing fossil fuel gasoline distribution and retailing infrastructure, making it a drop-in solution [59]. Financial Performance and Projections - As of December 31, 2023, the company has an accumulated deficit of $23.9 million and has not generated any revenue to date [112]. - The company had approximately $28.8 million of cash and cash equivalents on hand as of December 31, 2023, which is expected to cover R&D activities and operating cash needs through 2024 [114]. - The company has incurred significant operating losses and negative operating cash flow during the fiscal years ended December 31, 2023, and 2022 [112]. - The business combination raised total proceeds of $37,329,178, which included $32 million from PIPE financing and $19 million from the CENAQ trust [46]. - The company expects significant expenditures on technology development and operational management, with expenses likely to exceed revenues for the foreseeable future [170]. Regulatory Environment and Compliance - The EPA issued a final rule on July 12, 2023, establishing biofuel volume requirements for 2023 to 2025, indicating steady growth in biofuels during these years [72]. - The RFS program mandates a certain volume of renewable fuel to replace or reduce petroleum-based fuels, with specific categories assigned GHG reduction thresholds [81]. - The company anticipates that its renewable gasoline will qualify under the cellulosic biofuel category, allowing it to benefit from the RFS program [82]. - Compliance with environmental regulations, including the Clean Water Act and the Clean Air Act, is expected to incur significant costs for the company [75]. - The company is evaluating the potential impacts of the Inflation Reduction Act on its business, including opportunities for accessing production tax credits [78]. Risks and Challenges - The company is subject to various risks, including regulatory changes, technological risks, and competition from other fuel producers [107]. - The company may face challenges in obtaining necessary permits for facility operations, which could be impacted by stakeholder opposition [76]. - The company may face significant competition from established companies in the petroleum-based industry, which have greater resources and financial strength [127]. - The company may experience delays in obtaining specialized permitting required for the construction and operation of its facilities, impacting anticipated revenue [120]. - The company faces challenges related to achieving market acceptance of its renewable fuel and recruiting qualified employees in a competitive industry [111]. Intellectual Property and Competitive Advantage - The company has been issued 28 patents globally, including 8 in the U.S., and has 3 pending patent applications, protecting key aspects of its STG+® technology [54]. - The company believes its proprietary manufacturing technology provides a significant competitive advantage, but it may not be able to prevent competitors from replicating this technology, potentially leading to a decrease in revenue [187]. - Intellectual property protection is crucial for competitive advantage, but the company faces risks related to enforcement and potential infringement [180]. - The company may incur significant costs and expenses due to intellectual property claims from incumbent market participants, which could adversely affect its business and financial condition [184]. - Non-compliance with patent protection requirements could result in the abandonment or lapse of patents, harming the company's ability to protect its technology and compete effectively [191]. Management and Governance - The management team has limited experience in operating a public company, which may affect compliance with regulatory obligations [215]. - Holdings owns the majority of the voting stock and can appoint the majority of the Board members [225]. - The concentration of ownership by Holdings limits the influence of other Class A Common Stock holders on company management [225]. - Potential conflicts of interest may arise between Holdings and other stockholders regarding acquisitions and corporate opportunities [225]. - The loss of key personnel could materially adversely affect the company's ability to operate and develop products [221].

Financial Performance - For the full year 2023, Verde Clean Fuels reported a GAAP diluted net loss per share of $(0.45), with a total net loss of $(10,501,276) compared to a net income of $2,719,294 in 2022[2][5]. - General and administrative expenses increased significantly to $11,515,192 in 2023 from $4,514,994 in 2022, contributing to the total operating loss of $10,545,386[5]. - The company's accumulated deficit reached $(23,922,730) by the end of 2023, compared to $(11,672,536) in 2022[7]. Assets and Liabilities - As of December 31, 2023, Verde's total assets amounted to $31,925,639, a significant increase from $6,356,043 in 2022, primarily due to cash and cash equivalents of $28,779,177[7]. - Verde's total current liabilities decreased to $2,458,535 in 2023 from $3,868,478 in 2022, indicating improved financial management[7]. - The company has a total stockholders' equity of $28,825,330 as of December 31, 2023, up from $1,103,365 in 2022[7]. Project Development - Verde's joint development agreement with Cottonmouth Ventures aims to produce approximately 3,000 barrels per day of gasoline, potentially mitigating the flaring of up to 34 million cubic feet of natural gas per day in the Permian Basin[3]. - The company is in the process of selecting FEED and EPC partners for the Cottonmouth Ventures project, with expectations to finalize selections soon[3]. - Verde is engaged in preliminary discussions for long-term offtake arrangements for D3 RINs, LCFS Credits, and gasoline, which would help manage price risk and support project financing[3]. Technology and Growth - Verde's proprietary STG+ technology is designed to convert syngas into fully finished fuels, positioning the company for growth in the renewable energy sector[8].

Financial Performance - Verde Clean Fuels reported a net increase in cash of $37.3 million, consisting of $32.0 million from PIPE Financing, $19.0 million from the trust, and $91 thousand from the CENAQ operating account, offset by $10.0 million in transaction expenses and a $3.75 million capital repayment to Holdings [150]. - As of September 30, 2023, the company reported a net loss of $2.6 million compared to a net income of $4.3 million for the same period in 2022, reflecting significant changes in operating expenses [170]. - The company incurred a net loss of $8,299,479 for the nine months ended September 30, 2023, compared to a net income of $3,600,180 for the same period in 2022 [177]. - The company has an accumulated deficit of $23.3 million as of September 30, 2023, with negative operating cash flow during the nine months ended September 30, 2023, and 2022 [185]. - Net cash used in operating activities increased by $4.5 million during the nine months ended September 30, 2023, primarily due to additional professional fees of $2.6 million related to the business combination [190]. Expenses - For the three months ended September 30, 2023, general and administrative expenses increased by approximately $1.6 million, or 189%, to $2.5 million, primarily due to higher professional fees, insurance costs, and share-based payment expenses [171]. - General and administrative expenses rose by approximately $5.9 million, or 177%, from $3.3 million for the nine months ended September 30, 2022, to $9.2 million for the same period in 2023 [178]. - Research and development expenses for the three months ended September 30, 2023, were $78,314, slightly up from $72,548 in the same period in 2022, indicating ongoing investment in technology development [170]. - R&D expenses increased by approximately $6 thousand, or 8%, from $72 thousand in Q3 2022 to $78 thousand in Q3 2023, primarily due to higher operating costs associated with the demonstration plant in New Jersey [173]. Future Plans and Growth - The company has not generated any revenue to date but expects to generate significant future revenue from the sale of renewable RBOB grade gasoline in markets with low-carbon fuel credit systems [166]. - Verde Clean Fuels plans to construct a new renewable gasoline production facility in Kern County, California, expected to produce approximately 7 million gallons per year, with project FID targeted for mid-2025 and operations expected to begin in the second half of 2027 [162]. - The first commercial production facility using the STG+® technology could be operational as early as 2025, which is critical for the company's success [163]. - The company has three additional production facilities planned and four additional identified potential production facility development opportunities, indicating a strong pipeline for future growth [159]. - The company expects to use the proceeds from the Business Combination to fund ongoing operations and R&D activities, with sufficient funds available to cover cash needs through 2024 [186]. Capital and Financing - The company raised approximately $37.3 million in net proceeds from the Business Combination, which closed on February 15, 2023 [186]. - The company anticipates that 70% of its total project capital requirements will be met through project financing, industrial revenue bonds, or pollution control bonds [187]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which have not been fully remediated [195]. - Management believes there is no new accounting guidance issued but not yet effective that would have a material impact on the Company's current consolidated financial statements [212]. Share-Based Compensation - The Company accelerated share-based payment expense related to service-based units totaling $2.1 million during the three-month period ended March 31, 2023 [209]. - No service-based or performance-based incentive units were granted during the three- and nine-month periods ended September 30, 2023 [209]. - The Company authorized and approved the 2023 Plan, which includes potential future grants of stock appreciation rights, restricted stock, performance awards, and other stock-based awards [210]. - Amendments to existing unit-based awards resulted in all outstanding unvested Series A Incentive Units and Founders Incentive Units becoming fully vested upon completion of the Business Combination [208]. - The priority of distributions under the Series A Incentive Units and Founders Incentive Units was revised to 10% after a specified return to Holdings' Series A Incentive Unit holders [208]. - The Company does not anticipate paying any cash dividends in the foreseeable future, using an expected dividend yield of zero in the option valuation model [205]. - Compensation costs associated with certain arrangements were allocated by Holdings to Intermediate, with the ultimate contractual obligation resting with Holdings [207]. - Performance-based unit compensation cost is measured at the grant date based on the fair value of the equity instruments awarded and is expensed over the requisite service period [206]. - The Company expects to be an emerging growth company at least through 2023 following the consummation of the Business Combination [211].

Financial Performance - As of June 30, 2023, the company reported a net loss of $2.55 million for the three months ended June 30, 2023, compared to a net income of $677,708 for the same period in 2022 [176]. - The net loss for the six months ended June 30, 2023, was $5.67 million, compared to a net loss of $747,568 for the same period in 2022 [182]. - Net cash used in operating activities increased by $3.2 million during the six months ended June 30, 2023, primarily due to a higher net loss of $4.9 million compared to 2022 [194]. - The company incurred an accumulated deficit of $22.5 million as of June 30, 2023, with negative operating cash flow during the six months ended June 30, 2023, and 2022 [189]. Revenue Generation - The company has not generated any revenue to date, but expects to generate significant future revenue from the sale of renewable RBOB grade gasoline in markets with low-carbon fuel credit systems [172]. - The company has not generated any revenue to date and does not expect to do so until the commercialization of its first production facility [189]. Expenses - General and administrative expenses increased by approximately $1.3 million, or 115%, from $1.1 million in Q2 2022 to $2.4 million in Q2 2023, primarily due to higher professional fees and insurance costs [177]. - General and administrative expenses increased by approximately $4.2 million, or 172%, from $2.5 million for the six months ended June 30, 2022, to $6.7 million for the same period in 2023 [183]. - Research and development expenses rose by approximately $13 thousand, or 18%, from $73 thousand in Q2 2022 to $86 thousand in Q2 2023, driven by higher consulting fees and contractor billings [179]. - Interest expense for the six months ended June 30, 2023, was $169,268, attributed to the company's finance lease liability [182]. Cash Flow and Financing - Verde Clean Fuels reported a net increase in cash of $37.3 million following the business combination, consisting of $32.0 million in PIPE financing proceeds and $19.0 million from the trust [156]. - The company raised approximately $37.3 million in net cash from the Business Combination on February 15, 2023, after transaction expenses and capital contributions [190]. - The company expects to use the proceeds from the Business Combination to fund ongoing operations and R&D activities, with sufficient funds available to cover these needs through 2024 [190]. Production Facilities - The first commercial production facility in Maricopa, Arizona is expected to be operational as early as 2025, with an initial capacity of approximately 7 million gallons per year of renewable gasoline [160]. - A second phase of the Maricopa facility is anticipated to produce approximately 30 million gallons per year of renewable gasoline by 2026 [160]. - The company has entered into a Carbon Dioxide Management Agreement to construct a new renewable gasoline production facility in Kern County, California, expected to produce approximately 7 million gallons per year [167]. - The project in California is targeted for a final investment decision by mid-2025, with operations expected to begin in the second half of 2027 [168]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which have not been fully remediated [199]. - Management believes there is no new accounting guidance issued that would have a material impact on the Company's current financial statements [217]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [218]. Share-Based Compensation - The Company accelerated share-based payment expense related to service-based units totaling $2.1 million for the three-month period ended March 31, 2023 [214]. - No service-based or performance-based incentive units were granted during the three-month or six-month period ended June 30, 2023 [214]. - The Company authorized the 2023 Omnibus Incentive Plan, which includes potential future grants of stock appreciation rights, restricted stock, performance awards, and other stock-based awards [215]. Company Classification - Following the Business Combination, the Company expects to be an emerging growth company at least through 2023 [216].

Financial Performance - Verde Clean Fuels reported a net increase in cash of $37.3 million, consisting of $32.0 million from PIPE Financing, $19.0 million from the trust, and $91 thousand from the CENAQ operating account, offset by $10.0 million in transaction expenses and a $3.75 million capital repayment to Holdings [147]. - The company has not generated any revenue to date and expects to generate significant future revenue from the sale of renewable RBOB grade gasoline in markets with low-carbon fuel credit systems [160]. - The company has an accumulated deficit of $21.8 million as of March 31, 2023, and management expects operating losses and negative cash flows to increase due to additional costs related to technology development [170]. - Net cash used in operating activities increased by $2.1 million to $2.8 million for the three months ended March 31, 2023, compared to the same period in 2022 [175]. - The company reported a net cash increase of approximately $34.4 million in cash and restricted cash for the three months ended March 31, 2023 [174]. Expenses - General and administrative expenses increased by approximately $3 million or 226%, from $1.3 million for the three months ended March 31, 2022, to $4.33 million for the same period in 2023, primarily due to increased share-based compensation and professional fees [166]. - Research and development expenses decreased by approximately $15 thousand or 15%, from $97 thousand for the three months ending March 31, 2022, to $83 thousand for the same period in 2023 [168]. - The company accelerated share-based payment expense related to service-based units totaling $2.1 million during the three-month period ending March 31, 2023 [193]. Production and Development - The first commercial production facility in Maricopa, Arizona, is expected to be operational as early as 2025, with an initial production capacity of approximately 7 million gallons per year, increasing to 30 million gallons per year in the second phase expected in 2026 [151]. - The proprietary STG+® process is designed to convert syngas into renewable gasoline, with potential applications for producing other products such as methanol and sustainable diesel [150]. - The company has three additional production facilities planned and four additional identified potential production facility development opportunities, indicating a strong pipeline for future growth [156]. - The company expects to construct only one of the originally planned four production facilities with the proceeds from the CENAQ transaction, which will cover capital expenditure requirements through 2025 [172]. Financing and Cash Flow - The company received approximately $37.3 million in net cash from the business combination and PIPE financing, after transaction expenses and capital contributions [171]. - The redemption rate for public stockholders who exercised redemption rights was approximately 89.3%, resulting in a payment of approximately $158.8 million [171]. - The company anticipates that 70% of total project capital requirements will be met through project financing or other debt financing options [172]. Internal Controls and Reporting - The company has identified material weaknesses in internal control over financial reporting, particularly related to the understatement of unit-based compensation expense [180]. - The company did not record any impairment charges for intangible or long-term assets during the three months ended March 31, 2023 [187][188]. - The company has not engaged in any off-balance sheet arrangements as of March 31, 2023 [179].

Production and Capacity - Verde Clean Fuels expects its first commercial production facility in Maricopa, Arizona, to be operational by the first half of 2025, producing approximately 7 million gallons of renewable gasoline in its first full year[31]. - The company plans to expand production capacity to approximately 30 million gallons per year by 2026[31]. - Total capital expenditures for three additional planned production facilities are estimated to be around $900 million, with funding expected through equity and project-related debt[34]. - Future facilities could require an estimated $100 to $200 million of additional capital expenditures and take 18 to 24 months to construct[56]. - The development cycle for commercial production facilities typically lasts from 24 to 36 months, with an additional ramp-up period of six months or longer to reach expected production levels[102]. - The company plans to develop future commercial production facilities near biomass and MSW sources to lower feedstock costs[57]. Technology and Innovation - Over $110 million has been invested in technology development, including a demonstration facility in New Jersey that has completed over 10,500 hours of operation[32]. - The company holds 28 patents globally, including 8 in the U.S., protecting key aspects of its STG+® technology[44]. - Renewable gasoline reduces lifecycle emissions by over 60% compared to traditional fossil fuel-based gasoline[52]. - The company relies on proprietary manufacturing technology for a substantial portion of its revenue, and its competitive advantage depends on protecting its intellectual property rights[167]. Financial Performance and Projections - Verde Clean Fuels has not yet derived revenue from its principal business activities as of December 31, 2022[32]. - The company anticipates significant capital investment requirements for the construction and development of commercial production facilities, planning to fund approximately 70% of these costs through debt financing[99]. - The company expects to spend significant amounts on technology development, acquiring production facilities, and general administrative expenses, with expenses anticipated to exceed revenues for the foreseeable future[152]. - The company has incurred net losses since inception and is currently in the development stage without generating revenue, relying on BERR for additional capital[151]. - Significant future revenue will depend on the ability to attract customers and negotiate long-term supply agreements for renewable gasoline, with initial agreements likely to involve limited quantities[149]. Market and Regulatory Environment - The U.S. Energy Information Administration projects gasoline demand in 2035 to be at 92-102% of 2022 levels, indicating a sustained market for renewable gasoline[51]. - The Renewable Fuel Standard (RFS) program mandates a certain volume of renewable fuel, which the company expects to benefit from[71]. - The company anticipates that its renewable gasoline will qualify for federal and state carbon credit programs, potentially adding significant value[32]. - The efficiency of the voluntary carbon credit market is currently affected by demand insufficiency and lack of standardization, which could impact future revenue from carbon credits[98]. - The company faces risks related to regulatory changes affecting renewable fuels, technological risks, and competition from other fuel producers[94]. Risks and Challenges - The company faces risks related to market acceptance of its renewable fuel and competition from established companies with greater financial and technical resources[97]. - The company may experience fluctuations in financial performance due to the lengthy customer acquisition and sales process, which can take months to recognize revenue from new production facilities[105]. - The company may face challenges in obtaining necessary permits and approvals for its commercial production facilities, which could delay operations and impact revenue[104]. - The company may encounter difficulties in recruiting and retaining qualified personnel, which could adversely affect its operational capabilities and financial position[113]. - The company may face litigation and regulatory actions that could adversely impact profitability and financial position[202]. Corporate Governance and Structure - A Business Combination closed on February 15, 2023, resulting in the issuance of 825,000 shares of Class A Common Stock and a private placement of 3,200,000 shares for gross proceeds of $32.0 million[86]. - Following the Business Combination, the company changed its name to Verde Clean Fuels, Inc., and its Common Stock is now listed on Nasdaq under the symbol "VGAS"[88]. - The company is classified as a "controlled company," qualifying for exemptions from certain corporate governance requirements, which may limit stockholder protections[200]. - Holdings owns the majority of the voting stock, allowing it to influence significant corporate decisions, which may conflict with other stockholders' interests[210]. Environmental and Compliance Issues - The company relies on third parties for compliance with environmental laws, and any failures could result in liabilities that adversely affect its operations[129]. - Future operations may incur increased costs due to compliance with environmental laws and regulations, which could impact financial results[130]. - Concerns regarding the environmental impact of renewable gasoline production could negatively affect public policy and harm revenues and operating margins[192]. Market Dynamics and Competition - The company operates in a competitive environment where obtaining third-party licenses may be challenging, potentially affecting its market position and financial results[184]. - The company may not be able to effectively compete with alternative fuel products and integrate the latest technology into its processes, risking obsolescence of existing products[190]. - Projections regarding revenues and market share are subject to significant risks and uncertainties, which could lead to material deviations from expectations[185]. Stock and Financial Risks - Future sales of Class A Common Stock could lead to dilution of existing stockholders' ownership and potentially lower share prices[203]. - The trading price of the company's securities could be volatile and subject to wide fluctuations due to various factors beyond its control[215]. - The company is subject to significant income, withholding, and other tax obligations, which could affect its after-tax profitability and financial results[224]. - Changes in laws or regulations may adversely affect the company's business, investments, and results of operations[220].

Financial Performance - As of September 30, 2022, the company reported a net loss of $2,387,015 for the three months ended, with general and administrative expenses totaling $3,013,729, including $2,501,501 related to identifying a target business [172]. - For the nine months ended September 30, 2022, the company incurred a net loss of $3,566,151, with general and administrative expenses of $4,408,361, including $3,410,564 for identifying a target business [173]. - The company earned interest income of $757,106 for the three months ended September 30, 2022, from the proceeds held in the Trust Account [172]. - The company has incurred $4,212 in interest expense on a promissory note from a related party for the nine months ended September 30, 2022 [173]. - As of September 30, 2022, the Company had no long-term debt or lease obligations [184]. IPO and Financing - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit, with an additional $22.5 million from the full exercise of the underwriter's over-allotment option [152]. - The underwriters received an underwriting discount of 2% of the gross proceeds from the Public Offering and over-allotment, totaling $3,450,000 [183]. - The company plans to raise an additional $80 million through a private placement (PIPE Financing) by selling 8 million shares of Class A common stock at $10.00 per share [161]. - The Sponsor deposited $1,725,000 into the Trust Account, representing 1% of the gross proceeds of the IPO, to extend the business combination deadline to February 16, 2023 [177]. Business Operations and Future Plans - The company has not commenced any operations and will not generate operating revenues until after completing a business combination [171]. - A business combination agreement was entered into on August 12, 2022, with Verde Clean Fuels OpCo, LLC, and Bluescape Clean Fuels Holdings, LLC, which will result in the company changing its name to Verde Clean Fuels, Inc. [156][157]. - The company will enter into a Tax Receivable Agreement, providing for payments to TRA Holders of 85% of net cash savings in U.S. federal, state, and local income tax after the business combination [164]. - The Company has committed to provide Working Capital Loans up to $1,500,000 to finance transaction costs related to a Business Combination [177]. - If the Company cannot complete a Business Combination by February 16, 2023, it will cease operations except for liquidation purposes [180]. Financial Position and Risks - The company had a working capital deficit of $3,600,490 as of September 30, 2022, with only $8,242 in its operating bank account [175]. - The Company may need additional financing to complete its Business Combination or to redeem public shares, which could involve issuing more securities or incurring debt [178]. - The Company has no current off-balance sheet arrangements or significant contractual obligations beyond the mentioned commitments [193]. - The Company has no adjustments in its financial statements for the possibility of ceasing operations as a going concern [179]. - The Company has identified critical accounting estimates that could materially differ from actual results, particularly in stock valuations [185]. - The Company has opted out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards when public companies do [196].

IPO and Fundraising - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[142]. - An additional $22.5 million was generated from the full exercise of the underwriters' overallotment option[142]. - The underwriters were granted a 45-day option to purchase an additional 2,250,000 units to cover over-allotments, which was fully exercised on August 19, 2021[169]. - An underwriting discount of 2% on the gross proceeds of the initial public offering and over-allotment was paid, totaling $3,450,000[170]. - The underwriters will receive a deferred underwriting discount of 3.5% of the gross proceeds upon completion of the initial Business Combination[170]. Financial Performance - As of June 30, 2022, the company reported a net loss of $1,179,136 for the six months, with general and administrative expenses totaling $1,394,632[148]. - The company incurred $442,662 in general and administrative expenses for the three months ended June 30, 2022, including $236,978 related to identifying a target business[147]. - The company had $86,284 in its operating bank account and a working capital deficit of $938,699 as of June 30, 2022[150]. - Interest income earned from the Trust Account amounted to $221,148 for the six months ended June 30, 2022[148]. - The company has no long-term debt or capital lease obligations as of June 30, 2022[159]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[146]. - If a business combination is not completed by November 16, 2022, the company will cease operations and liquidate[155]. - The company has a commitment for working capital loans up to $1.5 million to finance transaction costs related to a business combination[152]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting standards based on the effective date for private companies[171]. - The company has opted out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards at the same time as public companies[171]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-offering[172]. - Exemptions may include not providing an auditor's attestation report on internal controls and not disclosing executive compensation comparisons[172]. Registration Rights - The registration rights agreement allows holders to make up to three demands for registration of securities, with certain conditions related to lock-up periods[168]. - The registration rights for Founder Shares will be effective after a specified price threshold is met for Class A common stock[168]. - The company will bear the expenses related to the filing of registration statements[168].

IPO and Fundraising - The company completed its initial public offering (IPO) on August 17, 2021, raising gross proceeds of $150 million from the sale of 15 million units at $10.00 per unit[118]. - An additional $22.5 million was generated from the full exercise of the underwriters' overallotment option[118]. - Underwriters were granted a 45-day option to purchase an additional 2,250,000 units to cover over-allotments, which were fully exercised on August 19, 2021[144]. - The underwriting discount paid to underwriters was 2% of the gross proceeds, totaling $3,450,000, with a deferred underwriting discount of 3.5% upon completion of the initial Business Combination[145]. Financial Performance - As of March 31, 2022, the company reported a net loss of $263,321, with general and administrative expenses amounting to $279,885 and interest income of $16,564[123]. - The company had $155,930 in its operating bank account and working capital of $207,198 as of March 31, 2022[125]. - The company has no long-term debt or capital lease obligations as of March 31, 2022[134]. - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[122]. Business Combination and Operations - The company has committed to provide up to $1.5 million in Working Capital Loans to finance transaction costs related to a Business Combination[127]. - If the company fails to complete a Business Combination by August 17, 2022, it will cease operations and liquidate the Trust Account[130]. Accounting and Reporting - The company recognized a change in the carrying value of redeemable common stock, resulting in charges against additional paid-in capital and accumulated deficit[138]. - The company is evaluating the impact of recent accounting standards updates on its financial position and operations[140]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to comply with new accounting standards based on the effective date for private companies[146]. - The company has opted out of the extended transition period under the JOBS Act, meaning it will adopt new accounting standards at the same time as public companies[146]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years or until it is no longer an "emerging growth company"[147].