IPO and Fundraising - The company completed its initial public offering on December 30, 2021, raising gross proceeds of $75 million from the sale of 7,500,000 units at $10.00 per unit[24]. - An additional $3.475 million was generated from the private sale of 347,500 units to the sponsor at the same price per unit[25]. - The total amount of $77,276,860 from the IPO and private placement proceeds was placed in a trust account[27]. - The company issued multiple promissory notes totaling $125,000 each to extend the business combination deadline, convertible into units at $10.00 per unit[29]. - The company has a total of 1,931,922 founder shares held by insiders[13]. Business Combination and Timeline - The company has until September 30, 2023, to complete its initial business combination, following an extension approved by stockholders[29]. - Stockholders approved a charter amendment to extend the Combination Period until June 30, 2024, with 1,456,871 shares redeemed for a total of $15.7 million, leaving approximately $23.4 million in the trust account[30]. - The fair market value of the target business must be at least $19,153,092 to satisfy the 80% test for the initial business combination[62]. - The company anticipates that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[64]. - The company must maintain net tangible assets of at least $5,000,001 upon closing of the business combination to avoid being subject to SEC "penny stock" rules[68]. - If the business combination is not completed by the Liquidation Date, automatic winding up and liquidation will occur without stockholder vote[98]. - The company must complete its initial business combination within 9 months of the IPO, or it will terminate and distribute trust account amounts to public stockholders[106]. Investment Focus and Market Trends - The company is focused on pursuing targets in the Technology Metals and ETMs sectors, excluding operations in China and its special administrative regions[23]. - The European Union Green Deal is projected to channel over $12 trillion in clean energy infrastructure investments by 2050, significantly transforming energy production and infrastructure[33]. - China has committed $16 trillion to cleantech infrastructure investments by 2060, focusing on renewables, green hydrogen, and carbon capture[34]. - The U.S. is expected to see a significant increase in investment in Technology Metals and Energy Transition Metals (ETMs) as the Biden administration advances its net zero carbon policy[38]. - Welsbach aims to develop supply chains for Technology Metals to meet the rising demand driven by the transition to electric vehicles and renewable energy[40]. - The demand for ETMs is expected to increase significantly, with a long lead time for new mining projects to come online, creating pressure on existing supply chains[43]. Management and Governance - The management team is led by experienced executives, including the CEO, CFO, and COO, who have extensive experience in managing supply chains of bulk commodities[28]. - The management team has extensive experience in capital markets, having raised over $4 billion in the resources sector, and is well-positioned to identify and negotiate business combinations[50][51]. - The company adheres to the UN Sustainable Development Goals, focusing on sustainable practices and environmental governance in its operations[45]. - Insiders collectively own approximately 51.2% of the issued and outstanding shares, which may influence the approval of the business combination[74]. - The company may amend insider agreements without stockholder approval, potentially affecting the governance structure[108]. Stockholder Rights and Redemption - Stockholders owning approximately 93.75% or more of the shares may prevent the consummation of the business combination if they exercise conversion rights[71]. - Stockholder approval is required if the company issues shares representing 20% or more of the outstanding shares as consideration in a business combination[76]. - Public stockholders can demand conversion of shares for a pro rata portion of the trust account, valued at $10.00 per share as of December 31, 2023[88]. - Public stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering[89]. - The company may conduct redemptions without a stockholder vote under SEC tender offer rules, but will seek approval if required by law or stock exchange rules[75]. Financial and Legal Considerations - The trust account funds may be subject to creditor claims, which take priority over public stockholder claims[102]. - The trust account holds $77,276,860, which is subject to claims that could reduce the amount available to stockholders[106]. - Stockholders may be liable for claims up to the amount they received in distributions, potentially extending beyond three years after dissolution[105]. - The company will obtain a fairness opinion from an independent investment banking firm before completing a business combination with an entity affiliated with any of its officers or directors[62]. - The company is required to provide audited financial statements of any target business as part of proxy solicitation materials[118]. Competition and Market Challenges - The company may face intense competition from well-established entities with greater resources in identifying and completing business combinations[112]. - If the initial business combination is not completed, the trust account may be subject to bankruptcy claims, potentially affecting stockholder returns[103]. - The company may need to seek third-party financing if the net tangible asset threshold limits the ability to consummate the business combination[71]. Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to delay compliance with certain accounting standards until it no longer qualifies[121]. - The company has adopted an insider trading policy to prevent insiders from purchasing shares during blackout periods[87]. - The company is not required to provide certain disclosures as a smaller reporting company, which may impact investor perception[202].

Financial Performance - For the three months ended September 30, 2023, the Company reported a net income of $164,293, primarily from interest and dividends of $507,906, offset by operating expenses of $555,524[137]. - For the nine months ended September 30, 2023, the Company had a net loss of $39,380, with operating expenses totaling $1,744,482 and interest income of $1,855,102[138]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[136]. Cash and Securities - As of September 30, 2023, the Company had cash and marketable securities of $39,613,658 in the trust account, intended for business combination completion[147]. - The Company redeemed approximately $42.6 million in shares at a redemption price of $10.40 per share on March 24, 2023, leaving $37.8 million in the trust account[127]. - On September 29, 2023, the Company redeemed $15.7 million in shares at a redemption price of $10.79 per share, leaving $23.4 million in the trust account[130]. Working Capital and Financing - The Company issued a promissory note for $50,000, resulting in a total Working Capital Loan of $534,000 as of November 10, 2023[135]. - The company may need to raise additional capital to meet working capital needs and complete its business combination, with no assurance that financing will be available on acceptable terms[150]. - The company may raise additional capital through loans or investments from its Sponsor, stockholders, or third parties to meet working capital needs[151]. Debt and Obligations - As of September 30, 2023, the company had $2,296,371 outstanding under Promissory Notes and $484,100 outstanding under Working Capital Notes[162]. - The company issued a total of six promissory notes of $125,000 each to the Sponsor from March to August 2023, totaling $750,000[158]. - The company issued two promissory notes of $772,769 each to the Sponsor in connection with the Extension, with no interest and payable upon consummation of the initial business combination[156][157]. - The company has no long-term debt, capital lease obligations, or operating lease obligations as of September 30, 2023[166]. - The company has no off-balance sheet arrangements or obligations as of September 30, 2023[166]. Business Combination and Going Concern - The Company extended the Combination Period to June 30, 2024, allowing additional time to complete a business combination without contributing to the trust account[131]. - The company cannot assure that it will be able to consummate any Business Combination by June 30, 2024[152]. - The company has substantial doubt about its ability to continue as a going concern through August 30, 2023, unless it completes a Business Combination prior to that date[151]. Regulatory and Reporting Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO[178]. - The company may not be required to provide an auditor's attestation report on internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act[178]. - The company is not required to disclose certain executive compensation items, including the correlation between executive compensation and performance[178]. - The preparation of financial statements involves management estimates and assumptions that could materially differ from actual results[179]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[180]. Cash Flow Activities - The Company incurred cash used in operating activities of $700,236 for the three months ended September 30, 2023, with net cash provided by investing activities of $41,886,600[145]. - The underwriters received a cash underwriting discount of $1,545,537 at the closing of the IPO, with deferred underwriting commissions of $2,704,690[167]. Backstop Agreement - The company has entered into a Backstop Agreement with Welsbach Holdings Pte Ltd to guarantee any deficiency of restricted cash as of September 30, 2023[165].

Financial Position - As of March 22, 2023, approximately $80.2 million was held in the trust account, with $42.6 million redeemed by shareholders at a price of approximately $10.38 per share, leaving about $37.8 million in the trust account [135]. - As of June 30, 2023, the company had cash and marketable securities in the trust account totaling $38,855,752, intended for completing a business combination [169]. - The company has outstanding promissory notes totaling $2,045,537 as of June 30, 2023, with various notes issued to the Sponsor [181]. - The Company has no long-term debt, capital lease obligations, or operating lease obligations [186]. - The outstanding amount under the Promissory Notes was $2,045,537 as of June 30, 2023 [190]. Business Combination - The Company extended the Combination Period by depositing $125,000 into the Trust Account on multiple dates, allowing for a completion deadline of August 30, 2023 [137]. - The Merger Agreement with WaveTech Group, Inc. was based on a pre-money enterprise valuation of $150.0 million and a $10.00 price per share of the Company Common Stock [139]. - The Merger Agreement was mutually terminated on June 15, 2023, along with associated Ancillary Agreements, except for the Confidentiality Agreement [145][146]. - The Company intends to complete a business combination before the mandatory liquidation date of August 30, 2023, but there is substantial doubt about its ability to continue as a going concern [173]. - The Company plans to file a registration statement for the resale of certain shares held by investors within thirty days after the Closing of the Business Combination [148]. Financial Performance - For the three months ended June 30, 2023, the Company reported a net income of $26,528, primarily from interest and dividends of $502,106, offset by operating expenses of $330,636 [159]. - For the six months ended June 30, 2023, the Company incurred a net loss of $203,673, with operating expenses totaling $1,188,958 and interest income of $1,347,196 [160]. - For the six months ended June 30, 2023, the company reported a net loss of $777,935, primarily due to operating expenses of $790,059 [162]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination [158]. Costs and Expenses - The Company incurred increased expenses due to being a public entity, including legal and compliance costs, as well as due diligence expenses related to potential Business Combinations [158]. - The Company expects to continue incurring significant costs in pursuit of acquisition plans, with no assurance of successful business combination completion [134]. - Cash used in operating activities for the six months ended June 30, 2023, was $353,358, with net cash used in investing activities at $42,037,434 [167]. - Offering costs for the IPO amounted to $4,663,218, including $1,500,000 in underwriting fees [166]. - The total cash underwriting discount paid to underwriters at the closing of the IPO was $1,545,537, with an additional deferred underwriting commission of $2,704,690 [186]. Market and Economic Conditions - The Company may be adversely affected by economic uncertainties, including inflation, interest rate increases, and geopolitical instability [196]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [197]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [198]. - Management's estimates and assumptions in financial statements may materially differ from actual results, impacting reported amounts [199]. Stock and Equity - Common stock subject to possible redemption is classified as temporary equity, reflecting uncertain future events [191]. - The company granted underwriters a 45-day option to purchase up to 1,125,000 units to cover over-allotment, generating additional gross proceeds of $2,276,860 [164]. - The company raised gross proceeds of $75,000,000 from the IPO of 7,500,000 units on December 30, 2021 [162]. - The Company computes net income (loss) per share in accordance with ASC 260-10-45, with no dilutive securities as of June 30, 2023 [192][193].

Financial Position - As of March 22, 2023, approximately $80.2 million was held in the trust account, with $37.7 million remaining after the redemption of 4,097,964 shares at a price of $10.38 per share, totaling about $42.5 million in redemptions [118]. - As of March 31, 2023, the company had cash and marketable securities of $80,615,246 in the trust account, intended for business combination completion [143]. - The company had operating cash of $137,596 and restricted cash of $213,182 outside the trust account as of March 31, 2023 [144]. - The outstanding balance under promissory notes as of March 31, 2023, was $1,670,537, compared to $1,545,537 as of December 31, 2022 [153]. - The company issued three promissory notes totaling $1,670,537 to the Sponsor, all bearing no interest and payable upon the consummation of the initial business combination [156][157][158]. - The company does not have any long-term debt, capital lease obligations, or operating lease obligations as of March 31, 2023 [154]. - The company may need additional financing to complete the business combination or to redeem public shares, which could involve issuing additional securities or incurring debt [145][146]. - The company does not participate in off-balance sheet arrangements and has no obligations or liabilities considered off-balance sheet as of March 31, 2023 [154]. Operating Results - The Company reported a net loss of $230,201 for the three months ended March 31, 2023, primarily due to operating expenses of $858,322 and taxes, offset by interest income of $845,090 [133]. - The Company had a net loss of $569,282 for the three months ended March 31, 2022, with operating expenses of $527,059 and interest income of $7,777 [134]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [132]. IPO and Offering Costs - The Company generated gross proceeds of $75 million from its IPO of 7,500,000 units, with an additional $3.475 million from the sale of 347,500 private placement units [135][137]. - Offering costs for the IPO amounted to $4,663,218, including $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees [140]. - The underwriters received a cash underwriting discount of $0.20 per unit, totaling $1,545,537 at the IPO closing, with deferred commissions of $0.35 per unit, amounting to $2,704,690 [155]. Merger and Acquisition Plans - The Merger Agreement with WaveTech Group, Inc. values WaveTech at a pre-money enterprise valuation of $150 million, with a conversion of shares based on a $10.00 price per share of the Company Common Stock [119]. - The Merger Agreement Amendment extended the time for consummating the merger to April 30, 2023, subject to certain conditions [122]. - The Company expects to incur significant costs related to its acquisition plans and does not guarantee the success of its business combination efforts [117]. Accounting and Reporting - The company recognizes changes in the redemption value of common stock subject to possible redemption immediately as they occur, adjusting the carrying value accordingly [159]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [164]. - Cash provided by operating activities for the period ended March 31, 2023, was $42,464,315, while net cash used in financing activities was $42,511,600, mainly due to stockholder redemptions [141].

Business Combination Risks - The Business Combination with WaveTech is subject to various risks, including potential conflicts of interest and the ability to meet conditions outlined in the Merger Agreement[8]. - Public stockholders may experience immediate dilution due to the issuance of New WaveTech Common Stock and future issuances, potentially reducing their influence on management[10]. - The completion of the Business Combination is contingent upon meeting the Minimum Available Cash Condition, which requires gross proceeds exceeding $25 million[28]. - If the Business Combination is not completed by March 30, 2023, the company may cease operations and public stockholders could receive less than $10.00 per share[21]. - Significant transaction and transition costs are expected to be incurred in connection with the Business Combination, impacting financial results[12]. - The potential for legal proceedings related to the Business Combination could delay or prevent its completion[12]. - The loss of key personnel from WaveTech could negatively impact the operations and financial results of the combined business[13]. - The company may be forced to close the Business Combination even if it is determined to be not in the best interest of stockholders[11]. Financial Overview - The company completed its initial public offering on December 30, 2021, selling 7,500,000 units at $10.00 per unit, generating gross proceeds of $75,000,000[40]. - A total of $77,276,860 was placed in the trust account from the proceeds of the initial public offering and private placement units[43]. - The company must complete its initial business combination by March 30, 2023, or it will terminate and distribute the trust account amounts[44]. - As of December 31, 2022, the trust account holds approximately $10.00 per share, plus any pro rata interest earned[94]. - The per-share distribution from the trust account would be approximately $10.31 based on the value of the trust account as of December 31, 2022[108]. - The trust account holds $77,276,860 following the partial exercise of the underwriter's over-allotment option during the initial public offering[114]. - The company must complete its initial business combination within 9 months of the IPO closing, or it will terminate and distribute all amounts in the trust account to public stockholders[114]. - If public stockholders exercise conversion rights, the net tangible assets must remain above $5,000,001 for the business combination to proceed[114]. - The proceeds in the trust account could be subject to claims from creditors, which would take priority over public stockholders' claims[110]. Market Opportunities and Strategy - The European Union Green Deal is expected to channel over $12 trillion in clean energy infrastructure investments by 2050, creating significant opportunities for the company[47]. - The company focuses on Technology Metals and Energy Transition Metals (ETMs) to support the decarbonization and renewable energy supply chains[50]. - The demand for ETMs is projected to rise due to the transition to electric vehicles and renewable energy sources, leading to potential price increases[52]. - The company aims to address gaps in the North American ETMs supply chain, which is underdeveloped compared to Asia[53]. - The company is committed to creating resilient supply chains for critical metals and materials essential for the clean energy transition[62]. Management and Governance - The company’s management team has extensive experience in capital markets, with CEO Daniel Mamadou having over 20 years in the industry[64]. - The company adheres to the United Nations Sustainable Development Goals, focusing on environmental and social governance[60]. - Daniel Mamadou invested approximately $22.8 million in Technology Metals companies, achieving a weighted average deal level multiple of invested capital of 5.6x and a 75.3% IRR over slightly more than 3 years[66]. - The company has operations in over 50 countries and has more than 35 years of experience in the energy products and industrial raw materials supply chain[67]. Stockholder Considerations - Stockholder approval will be required if the business combination involves issuing shares representing 20% or more of the outstanding shares[77]. - Insiders collectively own approximately 22.8% of the issued and outstanding shares of common stock, which may influence the approval of a business combination[85]. - The company may only have the resources to effect a single business combination due to limited resources[69]. - The company will provide stockholders with an opportunity to tender their shares in a tender offer if stockholder approval is not required[78]. - The tender offer will remain open for at least 20 business days, and conditions will be set to ensure net tangible assets remain above $5,000,001[79]. - The company may conduct redemptions without stockholder vote under SEC tender offer rules, but will seek stockholder approval if required by law or stock exchange rules[86]. - Stockholder approval is required for mergers involving the company, while asset purchases and stock purchases not involving a merger do not require approval[87]. - The company will only consummate an initial business combination if it has net tangible assets of at least $5,000,001 and a majority of shares voted in favor of the business combination if stockholder approval is sought[90]. - Public stockholders are restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering[95]. Operational Status - The company has not generated any revenues since its inception on May 27, 2021, and has engaged in limited operations[204]. - The net proceeds from the IPO are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[205]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[128]. - The company intends to remain an emerging growth company until it meets specific revenue or market value thresholds[130]. - There is intense competition from other entities with similar business objectives, which may limit the company's ability to complete a business combination[119]. - The company has four executive officers who are expected to devote an average of approximately 10 hours per week to its affairs[124]. - The company has not engaged in any hedging activities since its inception and does not expect to do so in the future[204].

Financial Performance - The company reported a net loss of $816,133 for the three months ended September 30, 2022, and a net loss of $1,594,068 for the nine months ended September 30, 2022, primarily due to operating expenses of $1,062,557 and $1,852,616 respectively[123]. - The Company reported no dilutive securities as of September 30, 2022, resulting in basic and diluted loss per share being the same[144]. IPO and Fundraising - The company generated gross proceeds of $75,000,000 from the IPO of 7,500,000 units, with each unit containing one share of common stock and one right to receive 1/10 of one share of common stock upon the consummation of the Business Combination[125]. - The company incurred offering costs for the IPO totaling $4,663,218, which included $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees payable[130]. - The company granted underwriters a 45-day option to purchase up to 1,125,000 additional units to cover over-allotments, generating gross proceeds of $2,276,860[128]. - A promissory note of $300,000 was agreed upon by the Sponsor to cover IPO-related expenses, with no amounts drawn against it as of September 30, 2022[136]. - A convertible promissory note of $772,769 was issued to the Sponsor, payable upon the consummation of the initial business combination or convertible into private units[138]. Cash and Securities - As of September 30, 2022, the company had cash and marketable securities held in the trust account amounting to $78,510,772, which will be used to complete the business combination[132]. - The company has cash of $436,356 outside of the trust account, intended for identifying and evaluating target businesses and conducting due diligence[133]. - The Company does not anticipate needing to raise additional funds for operating expenditures, but may require financing for a Business Combination or to redeem Public Shares[135]. - The Company has no off-balance sheet arrangements or long-term debt obligations as of September 30, 2022[139]. Business Combination Plans - The company entered into a Merger Agreement with WaveTech Group, Inc., valuing WaveTech at a pre-money enterprise valuation of $150.0 million[112]. - The company plans to rename itself WaveTech Group Inc. following the completion of the merger[113]. - The company expects to incur significant costs in pursuing its acquisition plans and does not assure the success of completing a business combination[109]. Income and Equity - The company expects to generate non-operating income in the form of interest income from the proceeds of the IPO placed in the Trust Account[122]. - Underwriters received a cash underwriting discount of $1,545,537 and are entitled to deferred commissions of $2,704,690 from the IPO[140]. - Common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately[142]. Risks and Regulations - Various factors, including economic downturns and geopolitical instability, may adversely affect the Company's results of operations and ability to complete a Business Combination[146]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[147].

Financial Performance - The company reported a net loss of $208,653 for the three months ended June 30, 2022, and a net loss of $777,935 for the six months ended June 30, 2022, primarily due to operating expenses of $263,001 and $790,059 respectively[91]. - Cash used in operating activities for the period ended June 30, 2022, was $409,804, while net cash provided by financing activities was $2,276,862, reflecting proceeds from the IPO[98]. IPO and Fundraising - The company generated gross proceeds of $75,000,000 from its IPO of 7,500,000 units, with each unit containing one share of common stock and one right to receive 1/10 of one share of common stock upon the consummation of a Business Combination[92]. - The company incurred offering costs for the IPO totaling $4,663,218, which included $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[97]. - The company has granted underwriters a 45-day option to purchase up to 1,125,000 additional units to cover over-allotments, which partially exercised resulted in gross proceeds of $2,276,860[95]. - The company does not believe it will need to raise additional funds to meet operating expenditures prior to its business combination, but may need additional financing if costs exceed estimates[102]. Cash and Securities - As of June 30, 2022, the company had cash and marketable securities held in the trust account amounting to $77,388,998, which will be used to complete its business combination[99]. - The company has no long-term debt, capital lease obligations, or operating lease obligations as of June 30, 2022[104]. - The company has no off-balance sheet arrangements as of June 30, 2022, and does not participate in transactions that create relationships with variable interest entities[103]. Acquisition Plans - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a business combination[89].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $569,282, primarily due to operating expenses of $527,059 and Delaware franchise taxes of $50,000[91]. - Cash used in operating activities for the period ended March 31, 2022, was $300,412, while net cash provided by financing activities was $2,276,865, reflecting proceeds from the IPO[98]. - The company does not expect to generate any operating revenues until after the completion of its initial Business Combination[90]. Capital Raising - The company generated gross proceeds of $75,000,000 from the IPO of 7,500,000 units, with each unit containing one share of common stock and one right to receive 1/10 of one share upon the consummation of a Business Combination[92]. - The company also raised $3,745,000 from the sale of 347,500 private placement units at a price of $10.00 per unit, generating additional capital for operations[94]. - The company incurred offering costs for the IPO amounting to $4,663,218, which included $1,500,000 in underwriting fees and $2,625,000 in deferred underwriting fees[97]. - The company may need to raise additional funds to complete its business combination or to cover redemptions of public shares, which could involve issuing additional securities or incurring debt[102]. Financial Position - As of March 31, 2022, the company had cash and marketable securities held in the trust account totaling $77,284,648, which will be used to complete the business combination[99]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2022, indicating a clean balance sheet[103]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[109].

Financial Overview - The company completed its initial public offering on December 30, 2021, raising gross proceeds of $75 million from the sale of 7,500,000 units at $10.00 per unit[18]. - An additional $3.475 million was generated from the private sale of 347,500 units to the sponsor at the same price per unit[19]. - The total amount placed in the trust account reached $77,276,860, which includes proceeds from both the initial public offering and private placement units[21]. - The company aims to utilize cash from its initial public offering and private placements for business combinations, without designating specific purposes for the proceeds[47]. - The net proceeds from the initial public offering have been invested in U.S. government treasury bills with a maturity of 185 days or less or in qualifying money market funds[156]. - The company believes there will be no material exposure to interest rate risk due to the short-term nature of its investments[157]. Business Strategy and Market Focus - The company is focused on the Technology Metals and Energy Transition Metals markets, driven by the global shift towards decarbonization and renewable energy[28]. - The European Union Green Deal is projected to channel over $12 trillion into clean energy infrastructure by 2050, creating significant opportunities for the company[25]. - The company anticipates a rise in demand for Technology Metals due to the transition to electric vehicles and renewable energy sources[30]. - The company expects supply chains for Technology Metals to be reconfigured to enhance resilience and reduce reliance on Asian operations[37]. - The company is committed to developing reliable supply chains for critical metals and materials essential for the clean energy transition[40]. Management and Governance - The management team has a track record of managing supply chains for bulk commodities, focusing on energy transition metals such as nickel, lithium, graphite, and vanadium[45]. - The company emphasizes the importance of independent board members and advisors with expertise in mergers and acquisitions and geology[46]. - Insiders collectively own approximately 22.8% of the issued and outstanding shares, which influences the voting requirements for the business combination[61]. - The company anticipates that insiders may purchase shares in privately negotiated transactions to influence the vote for the business combination[66]. Business Combination Plans - The company aims to complete its initial business combination by September 30, 2022, with potential extensions up to 15 months[22]. - The company anticipates that the fair market value of the target business must be at least $61,821,488 to satisfy the 80% test for the initial business combination[50]. - The company plans to structure its initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[51]. - The company may seek to effect simultaneous business combinations with more than one target business, but limited resources may restrict it to a single business combination[47]. - The company acknowledges the risk of lack of diversification, as success may depend entirely on the performance of a single business post-combination[52]. Stockholder Rights and Redemption - The company may provide stockholders with the opportunity to sell their shares through a tender offer, allowing them to avoid a stockholder vote[55]. - The company requires public stockholders not to exercise conversion rights that would cause net tangible assets to fall below $5,000,001 for the business combination to be consummated[59]. - Approximately 93.75% or more of the shares of common stock sold in the initial public offering exercising conversion rights would prevent the business combination from being consummated[59]. - Public stockholders can convert their shares for a pro rata portion of the trust account, valued at $10.00 per share as of December 31, 2021, plus any interest earned[74]. - A public stockholder is restricted from seeking conversion rights for 20% or more of the shares sold in the initial public offering to prevent manipulation[75]. - If the business combination is not completed by the deadline, the company will redeem 100% of outstanding public shares and liquidate, subject to creditor claims[83]. - Public stockholders will receive a pro rata share of the trust account, including any interest earned, upon redemption[88]. Compliance and Regulatory Matters - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[105]. - The company will provide audited financial statements of the target business as part of any proxy solicitation materials or tender offer documents[103]. - The company intends to take advantage of the extended transition period for complying with new accounting standards until it is no longer classified as an "emerging growth company"[106]. - The company will remain an "emerging growth company" until it achieves total annual gross revenue of at least $1.07 billion or the market value of its common stock held by non-affiliates exceeds $700 million[106]. - The company will not comply with certain Delaware law procedures, potentially exposing stockholders to claims beyond the third anniversary of dissolution[85]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, which may limit its ability to complete a business combination[97]. - There is a risk that bankruptcy claims could deplete the trust account, potentially reducing the per-share redemption amount below $10.00[91]. - The company may need to seek third-party financing if the net tangible asset threshold limits the consummation of the business combination[65]. - The company has set a net tangible asset threshold of $5,000,001 to avoid being subject to Rule 419, which may limit its ability to consummate the initial business combination[65]. - The company anticipates that insiders may purchase shares in privately negotiated transactions to influence the vote for the business combination[66].