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].

Financial Performance - For the nine months ended September 30, 2022, the company reported a net loss of $1,075,657, which included $1,691,594 in professional fees and general administrative expenses, offset by a net gain of $615,937 on marketable securities [96]. - Net cash used in operating activities for the nine months ended September 30, 2022, was $1,075,657, primarily due to the net loss and changes in working capital [98]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [95]. Cash Position - As of September 30, 2022, the company had $475,809 in cash held outside of the Trust Account and a working capital surplus of $56,014 [97]. - The company incurred net cash used in investing activities of $116,150,000, attributed to the proceeds of the IPO deposited into the Trust Account [100]. - Net cash provided by financing activities was $117,749,000, mainly from IPO proceeds and private placement [100]. Business Combination - The company has until January 13, 2023, to complete a Business Combination, or it will face mandatory liquidation and dissolution [102]. - The company has engaged A.G.P. as an advisor for a Business Combination, with a fee of 4.5% of the gross proceeds of the IPO, totaling $5,175,000 [109]. - The company anticipates incurring significant costs in pursuit of its acquisition plans and may require additional financing to complete a Business Combination [101]. Equity Structure - As of September 30, 2022, the company had 11,500,000 shares of common stock subject to possible redemption, classified as temporary equity [113].

Financial Performance - For the six months ended June 30, 2022, the company reported a net loss of $1,312,809, which included $1,412,448 in professional fees and administrative expenses, offset by a net gain of $99,639 on marketable securities[92]. - Net cash used in operating activities for the six months ended June 30, 2022, was $984,354, primarily due to the net loss and changes in working capital[95]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination[91]. Cash Position - As of June 30, 2022, the company had $618,599 in cash held outside of the Trust Account and a working capital surplus of $38,990[93]. - The company generated net cash provided by financing activities amounting to $117,749,000, mainly from IPO proceeds and private placement[95]. Business Combination - The company has until January 13, 2023, to complete a Business Combination, or it will face mandatory liquidation and dissolution[97]. - The company incurred significant costs in pursuit of acquisition plans and may need additional financing to complete a Business Combination[96]. - The company has engaged A.G.P. as an advisor for the initial Business Combination, with a fee of 4.5% of the gross proceeds of the IPO, totaling $5,175,000[103]. Underwriting and Fees - The underwriters exercised their over-allotment option and purchased 1,500,000 Units at $10.00 per Unit, resulting in an underwriting fee of $500,000[101][102]. Regulatory Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[98].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $590,409, which included $530,687 in professional fees and administrative expenses, and a loss of $59,722 on marketable securities in the Trust Account[89]. - Net cash used in operating activities for the three months ended March 31, 2022, was $802,186, primarily due to the net loss and changes in working capital[92]. - The company has not engaged in any operations or generated operating revenues to date, focusing instead on organizational activities and searching for a prospective initial Business Combination[88]. Cash and Working Capital - As of March 31, 2022, the company had $800,727 in cash held outside of the Trust Account and a working capital surplus of $853,883[90]. - The company incurred $116,150,000 in net cash used in investing activities due to the IPO proceeds deposited into the Trust Account[92]. Business Combination and Financing - The company has until January 13, 2023, to consummate a Business Combination, after which mandatory liquidation and dissolution will occur if not completed[94]. - The company may need to obtain additional financing to complete its Business Combination or to address potential redemptions of public shares[93]. - The company has engaged A.G.P. as an advisor for its initial Business Combination, with a fee of 4.5% of the gross proceeds of the IPO, amounting to $5,175,000[100]. 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 completing its initial Business Combination[88]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[95].

Financial Position and Trust Account - The company has approximately $800,727 available outside the trust account as of March 23, 2022, to fund working capital requirements[109]. - The trust account holds net proceeds of $116,150,000, equating to $10.10 per unit, which may be reduced due to negative interest rates[123]. - As of March 22, 2022, the balance of the trust account was $116,061,360.52, indicating a slight decrease from the initial amount[123]. - Total funds in trust available for initial business combination amount to $109,325,000[177]. - The company has approximately $116,150,000 in net proceeds from the IPO and private placement to complete its initial business combination[141]. - The company may need to reserve part of the trust account for possible redemption payments, which could limit its ability to execute the most attractive initial business combination[206]. Redemption and Liquidation Risks - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the trust account[108]. - If the initial business combination is not completed within 12 months (or up to 18 months if extended), public stockholders may receive their pro-rata share of the trust account, potentially less than $10.10 per share[130]. - The company intends to redeem public shares as soon as possible if the initial business combination is not completed within the specified timeframe[120]. - If bankruptcy occurs, stockholders may face claims that could reduce the amount received from the trust account[118]. - There is a risk that third-party claims could reduce the proceeds held in the trust account, potentially leading to a per-share redemption amount of less than $10.10[112]. - If the initial business combination is not completed, founder shares and Private Placement Units will be worthless, impacting the financial interests of directors and officers[162]. Business Combination and Target Selection - The company is required to complete its initial business combination with a target business or assets valued at least 80% of the trust account's value[137]. - The company has not yet selected a specific target business, making it difficult for investors to evaluate potential risks and merits[133]. - The company may only be able to complete one initial business combination, leading to a lack of diversification and potential negative impacts on operations and profitability[141]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may end up with less than majority control post-combination[171]. - The management team may not be familiar with U.S. securities laws, potentially leading to regulatory issues post-combination[153]. - The financial interests of the Sponsor and directors may influence the selection of target businesses for the initial business combination[169]. Regulatory and Compliance Challenges - The company may face challenges in complying with the Investment Company Act, which could impose burdensome requirements and hinder the completion of the initial business combination[125]. - If deemed an investment company, the company may face additional regulatory burdens and expenses that could impact its operations[125]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition[219]. - The company has not opted out of the extended transition period for new accounting standards, which may complicate financial statement comparisons with other public companies[227]. Shareholder Interests and Dilution - Initial stockholders collectively own approximately 20% of the issued and outstanding shares after the IPO, with founder shares purchased at approximately $0.0087 per share[169]. - Public stockholders experienced immediate and substantial dilution of approximately 94.9% or $9.49 per share from the initial offering price of $10.00 per share[175]. - The nominal purchase price of $25,000 for founder shares may lead to significant dilution of public shares upon consummation of the initial business combination[176]. - Issuing additional shares may significantly dilute the equity interest of existing investors[185]. - The existence of registration rights for initial stockholders may complicate the completion of the initial business combination and adversely affect the market price of common stock[202]. Management and Operational Risks - The company may face write-downs or impairment charges post-business combination, which could negatively impact market perception and security holder value[111]. - Indemnification obligations to officers and directors may discourage stockholders from bringing lawsuits, potentially affecting the company's financial position[116]. - The company may need to reconstitute the management team post-transaction, which could delay acquisition processes[155]. - Conflicts of interest may arise among officers and directors due to affiliations with similar business entities[159]. - The company may face conflicts of interest due to the involvement of its officers and directors in other businesses and potential litigation[164]. Market and Competitive Environment - The company may face intense competition from established entities with greater resources, which could limit its ability to acquire sizable target businesses[209]. - Changes in the market for directors and officers liability insurance could increase costs and complicate the negotiation of initial business combinations[156]. - The company cannot guarantee continued listing on NASDAQ, which could limit transaction capabilities and impose additional trading restrictions[217]. - There is a risk that an active trading market for the company's securities may not be sustained, affecting liquidity and price[215]. International Considerations - If the company completes a business combination with a foreign entity, it may face additional risks including legal enforcement challenges and political instability[236]. - The company’s ability to succeed in international markets may be diminished by currency policies and fluctuations, impacting its financial results[243]. - The company may incur additional costs if disputes arise in jurisdictions outside of Delaware, which could adversely affect its financial condition[233].