IPO and Trust Account - The company completed its initial public offering on November 8, 2021, raising gross proceeds of 345millionfromthesaleof34,500,000unitsat10.00 per unit[19]. - A total of 351.9millionwasplacedinatrustaccount,whichincludesproceedsfromtheinitialpublicofferingandaportionofprivateplacementunits[21].−AsofMarch15,2023,approximately25 million remained in the trust account after shareholders redeemed 32,116,947 public shares for approximately 333million[26].−Thecompanyhasapproximately333 million removed from its trust account to pay shareholders who redeemed their shares[55]. - The trust account is initially anticipated to hold 10.20perpublicshareforredemptionuponcompletionoftheinitialbusinesscombination[83].−Thecompanywillnotredeempublicsharesifitwouldcausenettangibleassetstofallbelow5,000,001[84]. - If the initial business combination is not completed, public shareholders will receive a redemption amount of 10.20pershare,subjecttocreditorclaims[106].−PublicshareholdersareentitledtoreceivefundsfromthetrustaccountonlyiftheinitialbusinesscombinationisnotcompletedbyDecember15,2023,orduringanyExtensionPeriod[114].−Thecompanyplanstofunddissolutioncostsfrom129,186 in cash held outside the trust account and up to 100,000fromthetrustaccount[105].−Thecompanyhasaccesstoupto129,186 following its initial public offering and the sale of placement units to cover potential claims, with estimated liquidation costs not exceeding 100,000[112].BusinessCombinationStrategy−Thecompanyisfocusingonacquisitionopportunitiesinthetransportation,supplychain,andlogisticsindustry,whichisprojectedtogrowata4.74,408,361, primarily due to an unrealized gain on investments held in the Trust Account of 4,948,194[146].−Thecompanyhasnotyetgeneratedanyrevenue,whichposesariskinselectingasuitablebusinesstargetforacquisition[126].−Thecompanymayfaceintensecompetitionfromotherentitieswithsimilarbusinessobjectives,whichmaylimititsabilitytoacquirelargertargetbusinessesduetoavailablefinancialresources[116].−Thecompanyhasnotyetsecuredthird−partyfinancingforitsinitialbusinesscombination,whichmayaffectitsoptions[55].−Thecompanyhasnotverifiedwhetheritssponsorhassufficientfundstomeetindemnityobligations,whichcouldimpactshareholderclaims[110].−Ifthetrustaccountproceedsfallbelow10.20 per public share, the company cannot assure shareholders that they will receive that amount upon redemption[111]. Corporate Governance and Management - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[50]. - The company intends to remain a smaller reporting company until certain market value or revenue thresholds are met, which may affect its disclosure obligations[125]. - The board of directors is divided into three classes, with each class serving a three-year term, and the first class's term will expire at the first annual general meeting[195]. - The audit committee consists of three independent members: Parizad Olver Parchi, Paul P. Jebely, and Brad Stewart, with Parchi serving as chairman[203]. - The compensation committee is composed of independent directors Parizad Olver Parchi and Paul P. Jebely, with Jebely as chairman[209]. - Each independent director has been determined to meet the Nasdaq's independence standards[200]. - The company has not established specific minimum qualifications for directors but considers management experience and integrity in evaluations[208]. - The management team may receive consulting or management fees from the combined company after the initial business combination[217]. - Compensation for officers will be determined by a compensation committee of independent directors or a majority of independent directors on the board[217]. Financial Controls and Reporting - The company maintains effective internal control over financial reporting as of December 31, 2022, as assessed by management[173]. - The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2022[170]. - Management assessed the effectiveness of internal control over financial reporting using COSO criteria and determined it was effective as of December 31, 2022[172]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the controls[174]. - The company recognizes changes in redemption value of ordinary shares subject to possible redemption immediately as they occur, adjusting the carrying value to equal the redemption value at the end of each reporting period[164]. - The company’s ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights considered outside of its control[164]. - The company has identified critical accounting policies related to warrant liabilities, which are recorded as liabilities and measured at fair value[163]. - Management does not believe that any recently issued accounting standards would have a material effect on financial statements[165].
