Revenue and Financial Performance - Cycurion's revenues from SLG for the fiscal years 2024 and 2023 were $14,703,887 and $13,837,042, respectively, indicating a year-over-year increase of approximately 6.3%[267]. - Revenue for the three months ended March 31, 2025, was $3,870,050, a decrease of $372,805 or 8.79% compared to $4,242,855 in the same period of 2024[283]. - Cost of revenue decreased by $703,854 or 18.07% to $3,192,287 for the three months ended March 31, 2025, from $3,896,141 in 2024[286]. - Selling, general and administrative expenses surged to $10,775,268 for the three months ended March 31, 2025, reflecting an increase of $10,396,291 or 2743.25% compared to $378,977 in 2024, attributed to merger and acquisition efforts[288]. - Net cash used in operating activities was $2,745,109 for the three months ended March 31, 2025, compared to $272,446 in the same period of 2024[291]. - Cash and cash equivalents at the end of the period increased to $2,269,195 as of March 31, 2025, up from $206,939 at the end of March 2024[291]. - The accumulated deficit increased to approximately $13,461,859 as of March 31, 2025, compared to $3,203,361 at December 31, 2024[297]. - The company expects continued significant operating losses for the next few years, with unrestricted cash of approximately $2.3 million as of March 31, 2025[298]. - The total assets increased to approximately $31.6 million as of March 31, 2025, from approximately $25.6 million at December 31, 2024, primarily due to increases in goodwill[298]. Strategic Acquisitions and Growth - The acquisition of Sabres' technology assets, including Multi-Dimensional Protection, Web Application Firewall, and Bot Mitigation SaaS platforms, was completed on September 30, 2021, enhancing Cycurion's service offerings[277]. - Cycurion plans to close the transactions contemplated by the SLG Term Sheet during the current fiscal quarter, which would allow the company to leverage SLG's historical relationships with government agencies for future contracts[269]. - The SLG Innovation subsidiary now represents a majority of Cycurion's revenues, highlighting the importance of this acquisition in driving growth[266]. - Cycurion's growth strategy includes organic business solutions and strategic acquisitions of cyber/infrastructure service providers, positioning the company for continued expansion in the cybersecurity market[257]. - The SLG Term Sheet allows for the potential acquisition of SLG, which would provide Cycurion with valuable past performance qualifications for bidding on new government contracts[267]. - The RCR Term Sheet, related to the acquisition of SLG's accounts receivable, is expected to be closed in the second half of the current fiscal year, contingent upon the SLG transaction[273]. - Cycurion's subsidiaries, including Axxum Technologies and Cloudburst Security, have established a strong presence in federal government contracts, contributing to the company's revenue growth[259][261]. Technology and Innovation - The Cycurion Security Platform utilizes a proprietary cloud-based AI algorithm that evolves to counter new threats, enhancing the effectiveness of its cybersecurity solutions[278]. - The integration of Sabres' SaaS platforms into Cycurion's offerings aims to improve clients' cyber posture and reduce risks associated with cyber threats[278]. Financing and Market Considerations - The company intends to continue seeking additional debt or equity financing to support operations until it can generate sufficient cash flow[299]. - The fair value of the Common Stock was estimated due to its lack of historical public trading[316]. - The expected term for options is calculated to be 10 years based on the average vesting term and contractual period[316]. - Expected volatility is derived from the historical share volatility of comparable publicly traded companies[316]. - The risk-free interest rate is based on U.S. Treasury securities yields appropriate for the term of the award[316]. - The company has not paid dividends on its Common Stock and does not expect to in the foreseeable future[316]. - The assessment includes contemporaneous third-party valuations of the Common Stock[316]. - The analysis considers the likelihood of achieving a liquidity event, such as an IPO or sale of the company[316]. - Market performance of comparable publicly traded companies is taken into account[316]. - The company is classified as a "smaller reporting company" and is not required to provide additional market risk disclosures[317].

Financial Performance - Gross profit for 2024 reached $3,634,743, representing a margin of 20.5%, compared to $2,643,060 and a margin of 13.7% in 2023 [56]. - Operating income increased to $2,416,113 in 2024, with a margin of 13.6%, up from $326,411 and a margin of 1.7% in 2023 [56]. - Net income for 2024 was $1,229,601, a significant improvement from a net loss of $2,097,013 in 2023, reflecting a margin of 6.9% [56]. - The number of customers grew to 41 in 2024, up from 38 in 2023 [56]. - The company has over 41 customers, with the top ten customers accounting for approximately 93% of total revenue in 2024 and 88% in 2023 [83]. Business Operations and Services - Managed security services include 24/7 monitoring, threat detection, incident response, and remediation [38]. - The company provides consulting and advisory services to enhance customers' cybersecurity programs [30]. - Cycurion's managed IT services optimize IT infrastructure, reduce costs, and improve operational efficiency [33]. - Cycurion's growth engine is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers [29]. - The Cycurion ARx platform offers comprehensive cybersecurity solutions, including DDoS protection and endpoint protection, enhancing overall security posture [55]. - The company has a strong focus on healthcare IT services, addressing HIPAA/HITECH compliance and improving service delivery through technology solutions [52]. - Cycurion has integrated technology assets from Sabres into its Managed Security Services Practice, enhancing service offerings and commercial business expansion [80]. Acquisitions and Strategic Partnerships - Cycurion plans to acquire SLG Innovation Inc., with the acquisition agreement expected to close in the current fiscal quarter [67]. - The SLG Management Agreement aims to ensure SLG's commercial viability and will result in SLG's financial statements being consolidated with Cycurion's [70]. - Axxum Technologies, acquired in 2017, continues to provide cybersecurity services to federal government clients while expanding its commercial footprint [58]. - Cloudburst Security, acquired in 2019, specializes in innovative cybersecurity services for various sectors, enhancing the company's service offerings [61]. - An expanded partnership with a major health association will bring Cycurion's Managed Security Services Provider (MSSP) to several thousand member organizations across the country [104]. Financial Challenges and Compliance - Cycurion has incurred net losses and cannot assure that it will achieve or maintain profitable operations [22]. - The company requires substantial additional funding in the future, which may not be available on acceptable terms [22]. - Cycurion's ability to grow and compete will be adversely affected if adequate capital is not available [22]. - The company has a limited operating history, raising substantial doubt regarding its ability to continue as a going concern [22]. - Cycurion issued multiple promissory notes totaling $300,000 in January 2025 to unaffiliated investors [95][96][97]. - Cycurion received a notification from Nasdaq regarding a deficiency in the closing bid price of its common stock, which has been below $1.00 for 30 consecutive business days, with a compliance deadline of October 6, 2025 [108]. - The company was also notified of a deficiency in maintaining a Market Value of Listed Securities (MVLS) below the required $50,000,000 for 30 consecutive business days, with a compliance deadline of October 8, 2025 [109]. - Additionally, Cycurion was informed of a deficiency in the Market Value of Publicly Held Shares (MVPHS), which has been below the required $15,000,000 for 30 consecutive business days, also with a compliance deadline of October 8, 2025 [110]. - Failure to regain compliance within the specified 180-day periods for either MVLS or MVPHS could result in delisting from Nasdaq, although the company retains the right to appeal such decisions [109][110]. - The Nasdaq notifications currently have no effect on the listing status of Cycurion's common stock [108][109][110]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [311]. Future Outlook and Growth Strategy - Cycurion expects to close the RCR Term Sheet transactions in the first half of the current fiscal year, with a backlog of $16 million as of December 31, 2024, compared to $15 million in 2023 [86]. - Cycurion's Multi-Dimensional Protection (MDP) platform is expected to move into production in Q3 2024, enhancing cybersecurity capabilities through a cloud-based AI algorithm [78]. - The company plans to continue expanding its market presence by pursuing new customers and investing in new technology platforms, including cybersecurity and disaster recovery solutions [85]. - Cycurion's common stock began trading on The Nasdaq Global Market under the symbol "CYCU" following the completion of a business combination on February 14, 2025 [101].

Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $375,004, compared to a net loss of $253,633 for the same period in 2023, indicating an increase in losses of approximately 47.9%[177][178] - For the nine months ended September 30, 2024, the company had a net loss of $670,325, which is a decrease in losses of approximately 11.5% compared to a net loss of $757,781 for the same period in 2023[179][180] - The company incurred net cash used in operating activities of $511,636 for the nine months ended September 30, 2024, primarily due to a net loss and changes in operating assets and liabilities[183] Liquidity and Capital Structure - As of September 30, 2024, the company had a working capital deficit of $3,664,323, highlighting liquidity challenges[181] - The company had $45,150 in restricted cash available exclusively for payment of current tax liabilities as of September 30, 2024[181] - As of September 30, 2024, the Company has borrowed $554,269 and accrued approximately $21,906 in interest[200] - The Company agreed to pay approximately $1.25 million of its obligations in shares of the Combined Company's common stock, totaling 250,000 shares at a price of $5.00 per share[199] Acquisition Plans - The company has identified an acquisition target and executed a merger agreement with Cycurion, with plans to close the business combination by December 31, 2024[169][170] - The company expects to incur significant costs in pursuit of its acquisition plans and may need additional financing to complete the business combination[185] - The merger agreement may be terminated if the merger is not consummated by January 11, 2025, raising concerns about the company's ability to continue as a going concern[175][186] Agreements and Contracts - The company plans to enter into an advisory agreement with A.G.P., which includes a transaction fee of $2,500,000 payable in preferred shares of the combined company[195] - The Company entered into a promissory note with Cycurion for $200,000 at an interest rate of 5% per annum, with a maturity date of January 11, 2024[200] - The Company amended the Promissory Note multiple times, increasing its amount to $554,269 and extending the maturity date to January 11, 2025[200] - The Company classified the Forward Purchase Agreement as a liability at its fair value, subject to re-measurement at each reporting period[205] - The Forward Purchase Agreement was terminated on January 22, 2024, which previously allowed Alpha to sell up to 300,000 shares to the Company[202] Auditor and Accounting Changes - The Company dismissed its previous independent auditor, Marcum LLP, and engaged WWC, P.C. as its new independent auditor on July 10, 2024[209] - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[206] - There were no material changes to the quantitative and qualitative disclosures about market risk disclosed in the 2023 Annual Report[215] Employment Agreements - An employment agreement was established with James P. McCormick, providing total annual compensation of $125,000, including $40,000 in cash and $85,000 in stock payment[204]

Financial Performance - The Company reported a net loss of $703,701 for the three months ended June 30, 2024, compared to a net loss of $332,537 for the same period in 2023, reflecting an increase in expenses related to professional fees and administrative costs [123][124]. - For the six months ended June 30, 2024, the net cash used in operating activities was $420,868, primarily due to a net loss of $295,321 and changes in operating assets and liabilities [126]. - The Company incurred a net loss of $295,321 for the six months ended June 30, 2024, which included $833,213 in professional fees and administrative expenses [124]. Liquidity and Capital Structure - As of June 30, 2024, the Company had a working capital deficit of $3,289,361, indicating potential liquidity challenges [125]. - The Company has incurred significant costs in pursuit of acquisition plans and may need additional financing to complete the Business Combination [128]. - As of June 30, 2024, the Company has borrowed $554,269 and accrued approximately $14,900 in interest, while as of December 31, 2023, it had borrowed $200,000 with approximately $4,222 in interest accrued [135]. Business Combination and Acquisitions - The Company has identified an acquisition target and executed a merger agreement with Cycurion, with plans to close the Business Combination by December 31, 2024 [117][118]. - The Merger Agreement may be terminated if the merger is not consummated by October 11, 2024, raising concerns about the completion of the Business Combination [122]. - The Company entered into a promissory note with Cycurion for $200,000, with an interest rate of 5% per annum, payable upon the consummation of the Business Combination or by January 11, 2024 [135]. - The Promissory Note was amended to increase its amount to $300,000 and extend the maturity date to April 11, 2024, and further extended to July 11, 2024, and then to October 11, 2024 [135]. - The Forward Purchase Agreement (FPA) allows Alpha to sell up to 300,000 shares to the Company at the Redemption Price after the Business Combination, with specific conditions for acceleration [136]. - The FPA is classified as a liability at fair value and is subject to re-measurement at each reporting period until exercised [139]. Advisory and Employment Agreements - The Company has engaged A.G.P. as an advisor for the Business Combination, with a fee arrangement that includes the distribution of 250,000 shares of common stock instead of a cash fee [134]. - The Company entered into an employment agreement with James P. McCormick, agreeing to pay a total of $125,000 annually, including $40,000 in cash and $85,000 in stock payment [138]. Accounting and Regulatory Matters - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [130]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [140]. - ASU No. 2023-09 will require additional disclosures in income tax rate reconciliation, effective for annual periods beginning after December 15, 2024 [141]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2023 Annual Report [142]. Non-Operating Income - The Company generated non-operating income in the form of interest income from the IPO proceeds placed in the Trust Account, but has not generated any operating revenues to date [123].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $408,380, which included a $665,116 change in fair value of the forward purchase agreement, offset by $256,736 in expenses[143]. - For the three months ended March 31, 2023, the company had a net loss of $171,611, with net cash used in operating activities amounting to $393,175[144][147]. - The company incurred net cash used in operating activities of $107,643 for the three months ended March 31, 2024, primarily due to changes in fair value and operating assets and liabilities[146]. Working Capital and Financing - As of March 31, 2024, the company had a working capital deficit of $2,782,776 and $1,008 in restricted cash available for tax liabilities[145]. - The company may need to obtain additional financing to complete the business combination or to redeem a significant number of public shares[148]. - The company has borrowed $300,000 under a promissory note with Cycurion, with an interest rate of 5% per annum, and has accrued approximately $7,972 in interest as of March 31, 2024[156]. Business Combination and Acquisition - The company has identified an acquisition target and executed a merger agreement with Cycurion, intending to close the business combination by December 31, 2024[136][137]. - The merger agreement may be terminated if the merger is not consummated by October 11, 2024, or if certain proposals fail to receive the requisite vote for approval[141]. - The company has engaged A.G.P. as an advisor for the business combination, with a fee arrangement amended to include the distribution of 250,000 shares of common stock instead of cash[155]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination[142]. Forward Purchase Agreement - The Company entered into a Forward Share Purchase Agreement (FPA) on January 10, 2023, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes[157]. - The FPA stipulates that Alpha can accelerate the Put Date to six or nine months post-BC Closing under certain conditions, including if the VWAP Price falls below $3.00 per share for 20 trading days[158]. - The Company terminated the Forward Purchase Agreement on January 22, 2024[159]. - The Company accounts for the FPA as a liability at fair value, subject to re-measurement at each reporting period, with changes recognized in the statements of operations[161]. Employment and Compensation - An employment agreement was established with James P. McCormick on December 27, 2023, with total annual compensation of $125,000, comprising $40,000 in cash and $85,000 in stock payment[160]. Accounting Standards and Disclosures - The Company adopted ASU 2016-13 on January 1, 2023, which did not materially impact its financial statements[162]. - ASU No. 2023-09 will require additional disclosures in income tax rate reconciliation, effective for annual periods beginning after December 15, 2024[163]. - The Company does not anticipate that other recently issued accounting pronouncements will materially affect its financial statements[164]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2023 Annual Report[166].

Management and Leadership - James P. McCormick was appointed as CEO and CFO effective December 27, 2023, bringing extensive experience from British American Tobacco and KushCo Holdings[33]. - The previous board of directors resigned on December 28, 2023, due to potential excise tax liabilities under the Inflation Reduction Act[30]. - The company currently has one executive officer who will devote time as necessary until the initial business combination is completed[64]. Acquisition Strategy - The company entered into a Merger Agreement with Cycurion, which is expected to be completed by July 11, 2024, with the Trust Account holding approximately $117.3 million at the time of the agreement[55]. - The acquisition strategy targets sectors including infrastructure, health, financial technology, and cybersecurity, aiming for companies with strong growth prospects and recurring revenue[41]. - The company seeks to acquire businesses with an enterprise value exceeding $500 million, although it remains open to smaller or larger targets[50]. - The management team emphasizes sourcing targets through proprietary channels and leveraging industry relationships to enhance acquisition opportunities[42]. - The company plans to structure the initial business combination to ensure current shareholders retain a significant ownership stake in the resulting entity[56]. - The board of directors will determine the fair market value of the initial business combination, with independent valuation opinions sought if necessary[55]. - The management team has extensive experience in sourcing, structuring, and integrating acquisitions, which is expected to drive operational improvements and long-term value[44]. Financial Compliance and Reporting - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[61]. - The company intends to take advantage of the extended transition period for complying with new accounting standards, delaying adoption until they apply to private companies[62]. - The company received a notification from Nasdaq regarding non-compliance with the minimum 500,000 publicly held shares requirement, with a compliance plan submitted by March 22, 2024[65]. - The company is actively working to regain compliance with Nasdaq's Majority Independent Board rule and has a cure period until December 28, 2024, to address this issue[66]. - The company is evaluating various courses of action to achieve compliance with Nasdaq listing requirements[68]. Market and Competition - The company faces intense competition from other entities, including private investors and other blank check companies, which may limit its ability to acquire sizable target businesses[59]. - As of December 31, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury bills or money market funds[312]. Liquidation and Shareholder Returns - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the Trust Account[59]. - The company aims to generate attractive returns for shareholders by completing high-quality mergers at favorable valuations[43].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $253,633, which included $256,970 in professional fees and $48,576 in interest income from marketable securities [127]. - For the nine months ended September 30, 2023, the company had a net loss of $757,781, consisting of $876,968 in expenses and $331,690 in interest income from marketable securities [129]. - The company incurred net cash used in operating activities of $646,799 for the nine months ended September 30, 2023, primarily due to a net loss and changes in operating assets and liabilities [132]. - As of September 30, 2023, the company reported no dilutive securities, resulting in diluted loss per share being the same as basic loss per share [147]. Cash and Working Capital - As of September 30, 2023, the company had $302,582 in cash held outside of the Trust Account and a working capital deficit of $2,870,709 [131]. Acquisition Plans - The company has identified an acquisition target and executed a merger agreement with Cycurion, with the intention to close the business combination by December 31, 2023 [120]. - The merger agreement was amended in October 2023 to reflect the issuance of additional securities by Cycurion and to extend the termination date [120]. - The company expects to continue incurring significant costs in pursuit of acquisition plans and may need additional financing to complete the business combination [135]. - The company has entered into a promissory note with Cycurion for $200,000, which is payable upon the consummation of the business combination or by January 11, 2024 [143]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination [126]. - The company may face substantial doubt about its ability to continue as a going concern if it is unable to complete the business combination [136]. Forward Share Purchase Agreement - The Company entered into a Forward Share Purchase Agreement (FPA) on January 10, 2023, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes [144]. - The FPA allows Alpha to accelerate the Put Date to six or nine months post-BC Closing under certain conditions, including if the VWAP Price falls below $3.00 per share for 20 trading days [144]. Accounting and Reporting - The Company accounts for its Forward Purchase Agreement as a liability, adjusting its fair value at each reporting period until exercised [149]. - 11,500,000 shares of common stock subject to possible redemption are classified as temporary equity, reflecting uncertain future events [150]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [152]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report [154].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $332,537, which included $216,126 in professional fees and $93,954 in interest income from marketable securities [131]. - For the six months ended June 30, 2023, the company had a net loss of $504,148, consisting of $619,998 in professional fees and $283,114 in interest income from marketable securities [133]. - Net cash used in operating activities for the six months ended June 30, 2023, was $490,930, primarily due to a net loss of $504,148 [136]. - The company expects to continue incurring significant costs related to being a public company and searching for a Business Combination [130]. Cash and Working Capital - As of June 30, 2023, the company had $258,551 in cash held outside of the Trust Account and a working capital deficit of $2,191,908 [135]. Acquisition Plans - The company has identified an acquisition target and executed a merger agreement with Cycurion, Inc., with the intention of closing the Business Combination by January 11, 2024 [125]. - The company incurred significant costs in pursuit of acquisition plans and may need additional financing to complete the Business Combination [140]. - The merger agreement may be terminated if the merger is not consummated by January 11, 2024, or if certain proposals fail to receive the requisite vote for approval [129]. Shareholder Agreements - The Company entered into a Forward Share Purchase Agreement (FPA) on January 10, 2023, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes [148]. - The FPA allows Alpha to accelerate the Put Date to six or nine months post-BC Closing under certain conditions, including if the VWAP Price falls below $3.00 per share for 20 trading days [148]. Equity and Liabilities - The Company has 11,876,000 potential shares from Public Warrants and Private Placement Warrants excluded from diluted earnings per share calculations for the periods ended June 30, 2023, and 2022 [150]. - The Forward Purchase Agreement is classified as a liability and is subject to re-measurement at each reporting period until exercised [154]. - As of January 14, 2022, 11,500,000 shares of common stock subject to possible redemption are classified as temporary equity, outside of stockholders' equity [156]. Accounting Standards and Market Risk - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [157]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report [159].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $171,611, compared to a net loss of $590,409 for the same period in 2022, indicating a decrease in losses by approximately 71%[122][123] - Net cash used in operating activities for the three months ended March 31, 2023, was $393,175, primarily due to the net loss and changes in fair value of derivative liabilities[125] - The company incurred $403,872 in professional fees and administrative expenses for the three months ended March 31, 2023[122] Liquidity and Financial Position - As of March 31, 2023, the company had $386,306 in cash held outside of the Trust Account and a working capital deficit of $2,062,980, highlighting liquidity challenges[124] - The company has incurred significant costs in pursuit of acquisition plans and may need additional financing to complete its Business Combination or to meet redemption obligations[127] - The merger agreement may be terminated if the merger is not consummated by May 31, 2023, raising concerns about the company's ability to continue as a going concern[120][128] Business Combination and Mergers - The company executed a merger agreement with Cycurion, Inc. on November 21, 2022, with the intention of closing the Business Combination by May 31, 2023[116][120] - The company has engaged A.G.P. as an advisor for the Business Combination, agreeing to pay a fee of 4.5% of the gross proceeds of the IPO, amounting to $5,175,000[134] Revenue Generation - The company generated non-operating income in the form of interest income from the IPO proceeds placed in the Trust Account, but does not expect to generate operating revenues until after the Business Combination[121] - The company has not generated any operating revenues to date and relies on interest income from the Trust Account for non-operating income[121] Accounting and Risk Disclosures - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[140] - Management does not believe that any recently issued accounting pronouncements would materially affect the Company's unaudited condensed financial statements[141] - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report[142]

Financial Position and Capital Requirements - The company has approximately $386,306 available outside the Trust Account as of March 27, 2023, to fund working capital requirements [106]. - The balance of the Trust Account was approximately $7.9 million as of March 27, 2023, which may affect the per-share redemption amount for stockholders [117]. - If the balance of the Trust Account falls below $116,150,000 due to negative interest rates, the per-share redemption amount may be less than $10.10 [117]. - The company may need to seek additional loans from its Sponsor to fund operations and complete the initial business combination [106]. - The company may need to seek additional financing to complete its initial business combination, and failure to secure such financing could lead to abandonment of the transaction [181]. - As of December 31, 2022, the company had $809,481 in its operating bank accounts and a working capital surplus of $248,249 [197]. Redemption and Stockholder Rights - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the Trust Account [105]. - Stockholders holding more than 15% of shares will lose the ability to redeem shares beyond that percentage during the initial business combination [107]. - Claims by third parties could reduce the per-share redemption amount below $10.10 for stockholders [109]. - Public stockholders wishing to redeem shares must comply with specific requirements, which may complicate the redemption process [175]. - If the proposed initial business combination is not approved, redeeming stockholders may be unable to sell their securities until their shares are returned [176]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a majority of stockholders disagree [188]. Business Combination and Operational Risks - The company must complete its initial business combination by July 11, 2023, or return the funds held in the Trust Account to public stockholders [122]. - The company may not be able to complete its initial business combination if the target business does not meet its general criteria and guidelines [127]. - The company does not plan to buy unrelated businesses or assets, focusing instead on completing its initial business combination and operating the post-transaction business [119]. - The company expects intense competition from established entities in acquiring target businesses, which may limit its ability to complete attractive business combinations [178]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, which could hinder the completion of its initial business combination [118]. - The company faces substantial doubt about its ability to continue as a going concern if it cannot complete a business combination, as indicated by its independent registered public accounting firm's report [197]. Tax and Regulatory Considerations - Stockholders may need to satisfy tax liabilities resulting from the initial business combination with cash from their own funds, as no cash distributions are intended [135]. - The company may face significant income, withholding, and other tax obligations in multiple jurisdictions if it completes an initial business combination with a target company operating outside the United States [136]. - The company has no clear guidance on the U.S. federal income tax consequences related to its securities, urging investors to consult tax advisors [199]. - The company may incur additional costs if the exclusive forum provision is found inapplicable or unenforceable, potentially affecting its financial condition [202]. Management and Governance - The company has agreed to indemnify its officers and directors, but this may discourage stockholders from pursuing legal action against them [111]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and officers, potentially affecting stockholder interests [111]. - The financial interests of the Sponsor and management may influence their motivation in selecting a target for the initial business combination [144]. - Key personnel may negotiate employment or consulting agreements that could create conflicts of interest in determining the most advantageous initial business combination [137]. - The company may face regulatory issues if new management is unfamiliar with U.S. securities laws after the initial business combination [141]. Share Issuance and Dilution - The company may issue up to 50,000,000 shares of common stock and 1,000,000 shares of preferred stock, which could significantly dilute existing shareholders' equity [151]. - The company may issue shares in private placement transactions at a price of $10.00 per share, potentially below the market price at that time [156]. - The company has an additional 10,729,779 shares of common stock available for issuance following the redemption described in its January 12, 2023 Current Report [151]. - The potential issuance of a substantial number of additional shares upon exercise of warrants could make the company a less attractive vehicle for initial business combinations [170]. - The company may amend the terms of the warrants with the approval of a majority of the outstanding warrants, which could adversely affect holders [162]. Legal and Compliance Issues - The company does not intend to comply with certain Delaware General Corporation Law procedures, which may increase stockholder liability [115]. - The company’s amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the exclusive forum for certain disputes, which may limit stockholders' ability to pursue claims in other jurisdictions [200]. - The company cannot assure that its securities will continue to be listed on NASDAQ, which could limit trading ability and subject it to additional restrictions [185]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition [187]. - Amendments to the company's governing instruments may be sought to facilitate the completion of the initial business combination, potentially without stockholder support [192].