Financial Operations - As of March 31, 2024, the company had not commenced core operations and generated non-operating income solely from interest income derived from the Initial Public Offering[125] - The company will not generate any operating revenues until after the completion of the Initial Business Combination[125] - The company has not commenced any operations and will not generate operating revenues until after the completion of the Initial Business Combination[158] Fundraising and Financial Position - The company raised approximately $98.0 million through the redemption of 9,606,887 Public Shares at a redemption price of approximately $10.20 per share[129] - Following the June 2023 Extension Meeting, the company had $13,551,331 left in the Trust Account after redemptions of 627,684 Public Shares at approximately $10.71 per share[132] - The company had cash held in the Trust Account of approximately $12.7 million as of March 31, 2024, which is intended to be used for completing the Initial Business Combination[157] - The company has a total of $921,500 available under the October 2023 Promissory Note as of March 31, 2024, to cover liquidation costs if necessary[160] Expenses and Losses - For the three months ended March 31, 2024, the net loss was $106,446, a decrease from a net loss of $404,527 for the same period in 2023, representing a reduction of approximately 73.7%[140] - Operating expenses for the three months ended March 31, 2024, were $225,101, down from $569,578 in the same period of 2023, indicating a decrease of about 60.5%[140] - As of March 31, 2024, the company had $50,121 in its operating bank account and a working capital deficit of $3,085,779, compared to $37,946 and a deficit of $2,717,064 as of December 31, 2023[141] Debt and Obligations - The company issued an unsecured promissory note of $750,000 to extend the Termination Date, with the balance remaining as of March 31, 2024 being $750,000[128] - The company issued a promissory note of $330,000 in connection with the November 2023 Extension Amendment, with a balance of $220,000 as of March 31, 2024[134] - The company has drawn down $1,470,000 under the Extension Notes to extend the Termination Date from December 17, 2022 to June 17, 2024[136] - As of March 31, 2024, the company had no long-term debt or capital lease obligations, only incurring a monthly fee of $10,000 to the Sponsor for administrative support[163] Future Plans and Concerns - The company approved an amendment to extend the Termination Date to January 17, 2024, with the option for further monthly extensions until June 17, 2024[133] - The company plans to extend the Termination Date from June 17, 2024, to July 17, 2024, with a proposed deposit of $30,000 into the Trust Account[159] - There is substantial doubt about the company's ability to continue as a going concern due to insufficient liquidity and the mandatory liquidation date within one year[161] Regulatory and Accounting Standards - ASU 2022-03 clarifies that contractual restrictions on the sale of equity securities are not part of the unit of account for fair value measurement, effective for fiscal years beginning after December 15, 2023[168] - ASU 2023-09 requires disaggregated information about effective tax rate reconciliation and income taxes paid, effective for public entities with annual periods beginning after December 15, 2024[169] - The company does not expect to early adopt ASU 2022-03 or ASU 2023-09 and is currently evaluating their impact on balance sheets, results of operations, and cash flows[170] - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[171] Business Combination - The company entered into a Business Combination Agreement with Xtribe PLC on May 9, 2024, which was approved by both boards of directors[138] Financial Stability - There has been no significant change in the company's financial or trading position since the date of the last audited financial statements[139]

IPO and Financing - The company completed its Initial Public Offering (IPO) of 10,000,000 units at a price of $10.00 per unit, generating gross proceeds of $100,000,000[25]. - A private sale of 10,000,000 warrants was completed at a price of $0.50 per warrant, generating gross proceeds of $5,000,000[20]. - The company intends to utilize cash from the IPO and private placements for its Initial Business Combination, with no specific designation for the proceeds[43]. - The company may issue a significant amount of debt or equity securities to finance the acquisition of the target business[54]. - The company has not required its Sponsor to retain assets for indemnification obligations, which may affect the ability to satisfy claims[98]. - The funds available outside the Trust Account may not be sufficient to cover operational expenses until the Initial Business Combination is completed[128]. - If the net proceeds from the Initial Public Offering are insufficient, the company may need to seek additional financing, which may not be available on acceptable terms, complicating the completion of business combinations[173]. Business Combination Strategy - The company is focusing on businesses with attractive customer and financial metrics, including a clear path to profitability[39]. - The company may pursue acquisition opportunities across various industries, not limited to financial services[32]. - The company has identified a flexible approach to target businesses, with no established specific attributes or criteria for prospective candidates[44]. - The company anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business[54]. - The fair market value of the target business must equal at least 80% of the value of the Trust Account at the time of executing a definitive agreement for the Initial Business Combination[60]. - The company has virtually unrestricted flexibility in identifying and selecting a prospective target business[46]. - There is no established specific criteria for evaluating prospective target businesses, which may include financial instability or early-stage development[48]. - The company may seek to combine with Trefis concurrent with its Initial Business Combination, but there is no assurance that this will occur or the terms thereof[145]. Target Business and Market Conditions - Trefis, the target for potential business combination, utilizes proprietary technology to produce over 10,000 analyses and insights monthly, aiming to operate with the effectiveness of over one million analysts[34]. - The company has not entered into any definitive agreement with Trefis, and the completion of a merger with Trefis is uncertain[37]. - Trefis's majority revenue is derived from a small number of customers, making it vulnerable to revenue decline if spending decreases[151]. - Trefis has not been profitable since its inception, and there is no guarantee it will achieve profitability in the future[152]. - The company may not be able to locate a suitable target business, which could force liquidation and limit stockholders to their pro rata share of the Trust Account[143]. - As the number of special purpose acquisition companies increases, attractive targets may become scarcer, potentially raising costs or hindering the ability to find suitable targets[168]. - The number of special purpose acquisition companies (SPACs) has increased significantly, leading to heightened competition for attractive target companies, which may demand better financial terms[169]. Redemption and Trust Account - Following the redemption of 10,356,877 shares, approximately $106.0 million was redeemed, leaving 1,143,123 shares outstanding and $12.5 million in the Trust Account as of December 31, 2023[22]. - Public stockholders may convert their shares into their pro rata share of the Trust Account at any meeting called to approve an Initial Business Combination[68]. - Insiders and advisory board members have agreed not to convert any Public Stock held by them into their pro rata share of the Trust Account[68]. - The Trust Account may be subject to claims from creditors, potentially reducing the per-share distribution to public stockholders below $10.10[98]. - The company has instructed the trustee to liquidate securities in the Trust Account to hold funds in cash, which may reduce the amount available for public stockholders upon redemption or liquidation[188]. Regulatory and Compliance Issues - The company is classified as an emerging growth company and may remain so for up to five years unless certain financial thresholds are exceeded[114]. - The company is required to comply with the Sarbanes-Oxley Act, which may increase time and costs necessary to complete any Initial Business Combination[113]. - The company may face regulatory scrutiny and penalties if it fails to maintain adequate internal controls as required by the Sarbanes-Oxley Act, which could impact the completion of Initial Business Combinations[195]. - The SEC's new SPAC Final Rules, effective July 1, 2024, may increase costs and time required to complete Initial Business Combinations, potentially constraining the circumstances under which such combinations can occur[180]. - The company is subject to reduced disclosure obligations as a smaller reporting company, which may affect the attractiveness of its securities to investors[204]. Timeline and Deadlines - The company extended the Termination Date for the Initial Business Combination from December 17, 2023, to January 17, 2024, with the option to extend monthly for up to five additional months[83]. - The company has until June 17, 2024, to consummate its Initial Business Combination, with potential extensions impacting the timeline for public stockholders to receive distributions from the Trust Account[120]. - If the Initial Business Combination is not completed by the Termination Date, the company will redeem 100% of the outstanding Public Stock[89]. - If the Initial Business Combination is not completed by June 17, 2024, the company will terminate and distribute all amounts in the Trust Account to public stockholders[100]. - If the Initial Business Combination is not completed by the deadline, the company will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[122]. - If the Initial Business Combination is not completed by September 14, 2024, Nasdaq may delist the company's securities, leading to significant adverse consequences[199]. Management and Operational Risks - The management team has experience in growing companies and securing strategic relationships, enhancing the ability to complete successful business combinations[19]. - The time and costs required to select and evaluate a target business remain undetermined, and costs incurred for unsuccessful evaluations will reduce available capital[51]. - The company may face intense competition from other entities with similar business objectives, which could hinder its ability to acquire target businesses[107]. - The company may incur substantial costs related to due diligence and legal fees for potential business combinations, which may not be recoverable if the transaction does not proceed[200]. - The company has two executive officers who will devote varying amounts of time based on the business combination process[109]. - The company may not hold an annual meeting of stockholders until after the Initial Business Combination is consummated, potentially affecting compliance with Delaware corporate governance requirements[174].

Financial Performance - As of September 30, 2023, the company reported a net loss of $966,681 and operating expenses of $1,476,911, primarily due to professional services costs[132]. - The company has substantial doubt about its ability to continue as a going concern due to insufficient liquidity and the mandatory liquidation date[149]. Capital Structure - The company raised gross proceeds of $100,000,000 from its Initial Public Offering of 10,000,000 units, sold at an offering price of $10.00 per unit[135]. - Holders of 9,606,887 Public Shares redeemed their shares for approximately $98.0 million at a redemption price of about $10.20 per share[125]. - The company completed a private sale of 10,000,000 warrants at a price of $0.50 per warrant, generating gross proceeds of $5,000,000[136]. - As of September 27, 2021, a total of $116,150,000 of net proceeds from the Initial Public Offering and warrant sales were deposited in the Trust Account[139]. - As of September 30, 2023, the company had cash held in the Trust Account of approximately $14.0 million, intended for the Initial Business Combination[144]. Debt and Liabilities - The company issued an unsecured promissory note of $750,000 to its Sponsor, which was outstanding as of September 30, 2023[124]. - The balance on the Second Extension Note as of September 30, 2023, was $260,000, with a total drawdown of $1,140,000 under the Extension Notes[129][127]. - The company issued an unsecured promissory note to the Sponsor for up to $1,000,000, with drawdowns of $192,200 made under this note[145]. - As of September 30, 2023, the company had no long-term debt or significant liabilities, except for a monthly fee of $10,000 to the Sponsor for administrative support[151]. - The company incurred total underwriting discounts and commissions of $4,025,000, payable upon the consummation of the Initial Business Combination[152]. - The company does not have any off-balance sheet arrangements or long-term liabilities as of September 30, 2023[153]. Business Operations - The company has not commenced core operations and will not generate operating revenues until after the Initial Business Combination[121]. - The company has not commenced any operations and will not generate operating revenues until after the Initial Business Combination[146]. - The company has incurred ongoing expenses related to being a public company, including legal and financial reporting costs[131]. - The company intends to use its operating cash to identify and evaluate target businesses for the Initial Business Combination[132]. Timeline and Extensions - Following the June 2023 Extension Meeting, the company extended the Termination Date for its Initial Business Combination to December 17, 2023[126]. - The company has until December 17, 2023, to consummate its Initial Business Combination, with plans to seek stockholder approval for an extension[147].

Financial Performance - As of June 30, 2023, the company reported a net loss of $863,043 and operating expenses of $1,219,426, primarily due to professional services costs [135]. - The company had $1,674 in its operating bank account and a working capital deficit of $1,815,271 as of June 30, 2023 [136]. - The company generated non-operating income from interest on funds held in the Trust Account, with no significant changes in financial position since the last audited statements [134]. - As of June 30, 2023, the company had marketable securities in the Trust Account valued at approximately $13.7 million [147]. - The company has substantial doubt about its ability to continue as a going concern due to insufficient liquidity and the mandatory liquidation date within one year [149]. Capital Structure - The company completed its Initial Public Offering on September 17, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units [138]. - Total net proceeds from the Initial Public Offering and overallotment amounted to $112,076,031 after deducting $2,400,000 in underwriting discounts and expenses [141]. - The company generated gross proceeds of $15,000,000 from the sale of 1,500,000 Over-Allotment Units on September 27, 2021 [140]. - Holders of 9,606,887 shares redeemed their shares for approximately $98.0 million at a redemption price of about $10.20 per share [128]. - Holders of 9,606,887 Public Shares redeemed their shares for approximately $98.0 million at a redemption price of $10.20 per share [144]. Debt and Obligations - The company issued an unsecured promissory note to its Sponsor for up to $300,000, with $123,000 outstanding as of June 30, 2023 [137]. - The company does not have any long-term debt or capital lease obligations as of June 30, 2023, other than a monthly fee of $10,000 to the Sponsor [151]. - Deferred underwriting discounts and commissions of $4,025,000 will be payable to underwriters upon the consummation of the initial business combination [152]. Business Combination and Extensions - Following the June 2023 Extension Meeting, the company extended the Termination Date to December 17, 2023, allowing for additional monthly extensions [129]. - The company has drawn down $945,000 under Extension Notes to extend the Termination Date from December 17, 2022, to September 17, 2023 [132]. - The company has until December 17, 2023, to consummate its business combination, which is 27 months from the closing of the Initial Public Offering [148]. - The company intends to use operating cash to identify and evaluate target businesses for its Initial Business Combination [135]. Shareholder Information - The company has 1,265,429 Public Shares outstanding as of June 30, 2023, after redemptions [131]. - As of September 27, 2021, the company had $116,150,000 deposited in the Trust Account for public stockholders [142]. - As of June 30, 2023, the company had no off-balance sheet arrangements or transactions with unconsolidated entities [153].

Financial Performance - As of March 31, 2023, the company reported a net loss of $404,527 and operating expenses of $569,578, primarily due to professional services costs [126]. - The company has substantial doubt about its ability to continue as a going concern due to liquidity uncertainties and a mandatory liquidation date within one year [142]. - The company generated non-operating income from interest on funds held in the Trust Account, but no significant changes in financial position occurred since the last audited financial statements [125]. Capital Structure - The company completed its Initial Public Offering on September 17, 2021, raising gross proceeds of $100 million from the sale of 10,000,000 units at $10.00 per unit [129]. - Following the Initial Public Offering, the company had $116,150,000 of net proceeds deposited in the Trust Account for public stockholders [134]. - The company issued an unsecured promissory note to its Sponsor for up to $300,000, with $123,000 outstanding as of March 31, 2023 [128]. - Holders of 9,606,887 shares of Common Stock redeemed their shares for approximately $98.0 million at a redemption price of about $10.20 per share [136]. - Deferred underwriting discounts and commissions of $4,025,000 will be payable to underwriters upon consummation of the initial business combination [146]. Operational Status - The company has not commenced core operations and will not generate operating revenues until after completing an initial business combination [117]. - The company has not commenced any operations and will not generate operating revenues until after the initial business combination [140]. - The company has until June 17, 2023, to complete its initial business combination, with the possibility of extending this period [119]. - The company has until June 17, 2023, to consummate its initial business combination, with a potential extension to July 17, 2023, contingent on a $65,000 deposit into the Trust Account [141]. Financial Position - The company had $57,048 in its operating bank account and a working capital deficit of $1,401,576 as of March 31, 2023 [127]. - As of March 31, 2023, the company had approximately $20.0 million in marketable securities held in the Trust Account, intended for completing the initial business combination [137]. - The company held $57,048 outside the Trust Account, which will be used for corporate filing, compliance expenses, and evaluating target businesses [139]. - The company has no long-term debt or significant liabilities as of March 31, 2023, except for a monthly fee of $10,000 to the Sponsor for administrative support [145]. - The company does not have any off-balance sheet arrangements or special purpose entities as of March 31, 2023 [147]. Compliance and Reporting - The company incurred ongoing expenses related to being a public company, including legal and financial reporting costs [125]. - The company is evaluating the impact of recent accounting standards updates but does not expect them to materially affect financial statements [149]. - If the Charter Extension Amendment is approved, public stockholders may redeem their shares for cash based on the amount in the Trust Account, which could reduce available funds [141].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on September 17, 2021, selling 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000[24]. - The private sale of 10,000,000 warrants generated an additional $5,000,000, with each warrant priced at $0.50[25]. - Following the IPO, the underwriters exercised an over-allotment option, resulting in an additional $15,000,000 in gross proceeds from the sale of 1,500,000 units[26]. - The total net proceeds from the IPO and private placements amounted to $116,150,000, which were placed in a trust account[27]. - Approximately $98.0 million was redeemed by holders of 9,606,887 shares of public stock at a redemption price of approximately $10.20 per share[28]. Acquisition Strategy - The company aims to focus its acquisition strategy on businesses in the financial services industry, particularly in financial media, brokerage, banking, investing, and wealth management[22]. - The company anticipates that target business candidates will be sourced from various unaffiliated sources, including investment bankers and private equity funds[45]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account value, excluding certain deductions[52]. - The company has not established specific criteria for evaluating prospective target businesses, allowing for virtually unrestricted flexibility in selection[46]. - The company may not proceed with a business combination if the target business is not within the financial services industry or adjacent sectors[116]. Business Combination Process - The management team will conduct extensive due diligence, including financial reviews and management meetings, before finalizing any business combination[50]. - The company may structure a business combination to acquire 100% of the target business or less, depending on the objectives of the target's management[53]. - The net tangible asset threshold for consummating a business combination is set at $5,000,001 to avoid regulatory complications[58]. - Insiders and advisory board members have agreed not to convert their shares into cash during the business combination approval process[59]. - Public stockholders will have the option to convert their shares into their pro rata share of the trust account during the approval meeting[61]. Risks and Challenges - The company may face risks associated with a lack of diversification if the initial business combination is with a single entity[54]. - The valuation of target businesses may be complicated, especially for financially unstable or early-stage companies[47]. - The company may incur costs associated with the tendering process, which could affect stockholders seeking to exercise conversion rights[65]. - The company may face intense competition from other entities in identifying and acquiring a target business, which could limit its options[85]. - The competitive landscape for business combinations has intensified, making it more challenging to find attractive targets[124]. Financial Projections and Obligations - The company has set a deadline of June 17, 2023, to consummate its initial business combination, failing which it will distribute all amounts in the trust account to public shareholders[83]. - If a business combination is not completed by April 17, 2023, the company will redeem 100% of the outstanding public shares and liquidate[73]. - The company has not complied with certain Delaware General Corporation Law procedures, which may expose stockholders to potential liabilities[75]. - The company has approximately 1,893,113 shares of Public Stock remaining outstanding after the redemption[70]. - The company may require additional financing to complete its initial business combination or fund the operations and growth of the target business, with a potential redemption amount of approximately $98.0 million from 9,606,887 shares of Public Stock[130]. Regulatory and Compliance Issues - The company is classified as an emerging growth company and will remain so for up to five years unless it exceeds certain financial thresholds[91]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern" if a business combination is not completed by June 17, 2023[97]. - The company is exempt from certain SEC rules protecting investors of blank check companies due to having net tangible assets exceeding $5,000,001 upon IPO[99]. - The SEC has proposed rules that could increase costs and time needed to complete an initial business combination, with uncertainty regarding the applicability of the Investment Company Act[131][137]. - The company must acquire a target business with a fair market value equal to at least 80% of the trust account value, excluding taxes, at the time of the business combination agreement[85]. Management and Operational Structure - The company has two executive officers who will devote varying amounts of time based on the stage of the business combination process[87]. - The company has no full-time employees prior to the consummation of a business combination[87]. - Key personnel's efforts are crucial for the success of the initial business combination, and their unexpected loss could negatively impact operations[167]. - The management team may lack experience in operating a public company, which could lead to regulatory issues and increased costs[168]. - The company may engage in business combinations with targets affiliated with insiders, which could create conflicts of interest[176]. Shareholder Considerations - The company has not paid any cash dividends on its Common Stock to date and does not intend to do so prior to completing its initial business combination[219]. - The presence of registration rights for insiders may adversely affect the market price of the company's shares and complicate initial business combinations[206]. - The company may require public stockholders to comply with specific delivery requirements for converting shares, potentially complicating the conversion process[200]. - If the proposed business combination is not consummated, converting stockholders may face delays in selling their securities until their shares are returned[201]. - Insiders have waived their right to convert founder shares in connection with a business combination, which may influence their motivation in selecting a target[178].

Financial Position - As of September 30, 2022, the company had marketable securities held in the Trust Account amounting to $116,743,063[106] - As of September 30, 2022, the company had $216,246 in cash available in its operating bank account and working capital of $402,519[107] - The company has no long-term debt or significant liabilities, apart from a monthly fee of $10,000 for office and administrative support services[114] - The company does not have any off-balance sheet arrangements or financial partnerships as of September 30, 2022[118] Financial Performance - For the three months ended September 30, 2022, the company reported an income of $145,269, while for the nine months, it recorded a loss of $217,083[105] - The company incurred ongoing expenses related to being a public entity, including legal, financial reporting, and auditing compliance costs[104] - The company anticipates that it may not have sufficient liquidity to continue operations through the twelve months following the issuance of its financial statements[107] Business Operations - The company has not commenced any core operations and will not generate operating revenues until after completing an Initial Business Combination[100] - The company has until December 17, 2022, to complete its Initial Business Combination, with the possibility of extending this period by up to six months[111] - Deferred underwriting discounts and commissions of $4,025,000 will be payable to underwriters upon the consummation of the Initial Business Combination[116] Accounting Standards - FASB issued ASU 2020-06, effective for public business entities after December 15, 2021, simplifying accounting for certain financial instruments[120] - Amendments of ASU 2020-06 effective for other entities after December 15, 2023, with early adoption allowed after December 15, 2020[120] - Management believes no recently issued accounting pronouncements will materially affect financial statements[121] - Company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures[122]

Financial Performance - As of June 30, 2022, the company had net losses of $362,352 for the six months, primarily due to administrative fees and legal expenses [101]. - The company incurred ongoing expenses related to being a public entity, including legal and financial reporting costs [100]. - The company has no long-term debt or significant liabilities as of June 30, 2022, apart from a monthly fee of $10,000 for administrative support [108]. Assets and Cash Position - The company held marketable securities in the Trust Account amounting to $116,321,157 as of June 30, 2022, intended for use in a business combination [104]. - The company had $214,155 in cash outside the Trust Account as of June 30, 2022, to be used for identifying and evaluating target businesses [105]. - The company generated non-operating income from interest on cash and cash equivalents held in the Trust Account after its IPO [100]. Business Operations and Strategy - The company has not commenced core operations and will not generate operating revenues until after completing a business combination [96]. - The company anticipates using substantially all funds in the Trust Account for the business combination, with provisions for tax payments and dissolution expenses [104]. - The company has until December 17, 2022, to complete its initial business combination, with the possibility of extending this period by up to six months [99]. Financial Arrangements - The company has no off-balance sheet arrangements or financial partnerships as of June 30, 2022 [112].

Financial Performance - As of March 31, 2022, the company had net losses of $240,098 for the three months ended, primarily due to legal and professional fees[108]. - The company incurred ongoing expenses related to being a public entity, including legal, financial reporting, and auditing compliance costs[107]. - The company generated non-operating income from interest and dividend income on cash and cash equivalents held in the Trust Account[107]. Cash and Securities - The company held $116,164,312 in marketable securities in the Trust Account as of March 31, 2022, which will be used to complete a business combination[111]. - The company had $307,609 in cash outside the Trust Account as of March 31, 2022, intended for identifying and evaluating target businesses[112]. - The company has no long-term debt or significant liabilities as of March 31, 2022, except for a monthly fee of $10,000 to the Sponsor for administrative support[115]. Business Combination - The company has until December 17, 2022, to consummate its initial business combination, with the possibility of extending this period by up to six months[105]. - The company will redeem 100% of its outstanding public shares if it cannot complete a business combination within the specified time frame[105]. - The company has not commenced any core operations and will not generate operating revenues until after completing a business combination[103]. - The company is subject to risks and uncertainties that may affect its ability to complete a business combination as planned[104].

Initial Public Offering (IPO) and Financial Proceeds - The company completed its Initial Public Offering on September 17, 2021, selling 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000[25]. - The private sale of 10,000,000 warrants generated an additional $5,000,000, with each warrant entitling the holder to purchase one-half of one share of common stock at an exercise price of $11.50[26]. - The total net proceeds from the Initial Public Offering and private placements amounted to $116,150,000, which were placed in a trust account[28]. - The gross proceeds from the Initial Public Offering (IPO) amounted to $116,150,000, with $3,450,000 from the sale of Private Warrants included in this total[214]. - A total of $2,300,000 was paid in underwriting discounts and commissions, along with $523,969 for other costs related to the IPO[214]. Acquisition Strategy and Target Businesses - The company intends to focus its acquisition strategy on businesses in the financial services industry, particularly in financial media, brokerage, banking, investing, and wealth management[22]. - The acquisition strategy includes identifying companies with compelling growth potential and attractive customer and financial metrics[38]. - The company may pursue simultaneous business combinations but may only have the resources to effect a single business combination due to limited resources[40]. - The company anticipates that target business candidates will be sourced from various unaffiliated sources, including investment bankers and private equity funds[42]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account value, excluding certain deductions[50]. - The company plans to structure the business combination to acquire 100% of the equity interests or assets of the target business[51]. - The company has no specific attributes or criteria established for prospective target businesses, allowing for virtually unrestricted flexibility in selection[44]. - The evaluation of a target business will include factors such as financial condition, growth potential, and market acceptance[46]. - The company must complete its initial business combination with target businesses having a fair market value of at least 80% of the trust account balance[111]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[82]. - The company is subject to risks related to the ongoing COVID-19 pandemic, which may adversely affect its ability to find and complete a business combination[94]. - The company’s independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern if a business combination is not completed by the specified date[96]. - If the company fails to complete a business combination, public stockholders will only have rights to the trust account funds in that scenario or if they seek to convert their shares upon a completed business combination[75]. - The company may incur costs related to the identification and evaluation of target businesses that do not result in a completed business combination, impacting available capital[49]. - If the initial business combination is not completed within 15 months from the IPO, the company will redeem 100% of the outstanding public shares and liquidate the trust account[68]. - The company may require significant cash to fund capital requirements, and its ability to generate cash is subject to factors beyond its control[114]. - The company may encounter additional risks if it effects its initial business combination with a company located outside of the United States, including regulatory and currency risks[200]. Management and Governance - The management team aims to create a scalable digital financial media and investing platform, targeting businesses with significant scale and identifiable cost synergies[31]. - The management team will conduct extensive due diligence, including meetings with incumbent management and facility inspections[48]. - The company has two executive officers who will devote varying amounts of time based on the business combination process[85]. - Key personnel's efforts are crucial for successfully effecting the initial business combination, but their availability may be limited due to conflicts of interest[160]. - The management team may negotiate employment agreements with a target business, which could create conflicts of interest in selecting the most advantageous business combination[167]. - Insiders, officers, directors, and advisory board members collectively own approximately 20% of the issued and outstanding shares of Common Stock, influencing stockholder votes[151]. Stockholder Rights and Liquidation - Public stockholders may convert their shares into their pro rata share of the trust account at any meeting called to approve an initial business combination[60]. - The company is required to provide at least 10 days' notice for any stockholder meeting, which is the minimum time for stockholders to decide on exercising conversion rights[63]. - If the company does not comply with certain Delaware laws regarding liquidation, stockholders could face extended liability for claims against the corporation[70]. - The company has agreed to ensure that prospective target businesses enter into waivers regarding claims to the trust account, reducing potential liabilities[73]. - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the trust account[138]. - The company anticipates that the liquidation process will take no more than 10 business days after notifying the trustee of the trust account[74]. Financial Condition and Compliance - The company is classified as an emerging growth company and will remain so for up to five years unless certain financial thresholds are exceeded[89]. - The company is required to acquire a target business with a fair market value equal to at least 80% of the value of the trust account, excluding taxes[82]. - The company has no obligation to return funds to investors prior to the completion of the business combination, which may delay access to their investments[93]. - The company must furnish stockholders with financial statements prepared in accordance with U.S. GAAP or IFRS, which may limit potential target businesses[145]. - Compliance with the Sarbanes-Oxley Act may require substantial resources and could increase the time and costs associated with completing a business combination[139]. - Nasdaq requires a minimum stockholders' equity of $2,500,000 and a minimum of 300 round lot holders to maintain listing, which the company must comply with[189]. Trefis and Business Operations - Trefis, the target for the initial business combination, utilizes proprietary machine learning algorithms to produce over 10,000 analyses and insights monthly, aiming to operate with the effectiveness of over one million analysts[35]. - The company believes it is well-positioned to capitalize on the digitization of the financial industry, leveraging Trefis's technology platform for long-term value creation[33]. - If the company combines with Trefis, it will face risks associated with Trefis's business, including reliance on a small number of customers and potential regulatory changes[112]. - Trefis's revenue is significantly dependent on a limited customer base, making it vulnerable to spending reductions or customer losses[113]. - Trefis plans to invest significantly in its data and technology systems, which may or may not effectively support customer growth and retention[113]. - Trefis's level of indebtedness could adversely affect its financial flexibility and competitive position[114]. - Trefis operates in a rapidly changing technological environment, which may hinder its ability to keep up with industry advancements[114]. - Trefis's operations are exposed to cybersecurity and data protection laws with uncertain interpretations, increasing compliance risks[114].