Financial Performance - For the year ended December 31, 2022, the company reported a net income of $1,233,352, which included interest earned of $1,656,478 and a change in fair value of warrant liabilities of $555,917[61]. - The company had cash of $340,962 and working capital of $299,788 as of December 31, 2022, excluding income tax and franchise tax payable[68]. IPO Details - The company completed its IPO on April 4, 2022, raising gross proceeds of $100,000,000 from the sale of 10,000,000 Public Units at $10.00 each[62]. - An additional 1,500,000 Public Units were sold through an over-allotment option, generating gross proceeds of $15,000,000[63]. - The company incurred total transaction costs of $8,365,339 related to the IPO, including $2,875,000 in underwriting fees and $4,312,500 in deferred underwriting fees[66]. - Offering costs related to the IPO were charged to stockholders' equity upon completion, allocated based on the relative fair values of public shares, warrants, and rights[86]. Trust Account and Business Combination - As of December 31, 2022, the Trust Account held marketable securities valued at $117,806,478, consisting of U.S. government securities[67]. - The company plans to utilize funds from the Trust Account primarily for acquiring a target business and covering related expenses[67]. - The company has until April 4, 2023, to complete a Business Combination, or it will face mandatory liquidation[69]. Debt and Financial Obligations - The company has no long-term debt or capital lease obligations as of the reporting date[71]. - The company is subject to a 1% excise tax on stock repurchases after December 31, 2022, which may affect the attractiveness of business combinations[92]. Regulatory and Compliance Matters - The company is considered a "foreign person" under CFIUS regulations, which may limit potential business combination opportunities and require mandatory filings[93]. - The company evaluated its disclosure controls and procedures as effective as of December 31, 2022[101]. - The company does not expect its disclosure controls and procedures to prevent all errors and instances of fraud, providing only reasonable assurance[102]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal controls[103]. Accounting and Reporting - The company accounts for public warrants as equity and private warrants as liabilities, with the assessment conducted at issuance and quarterly thereafter[82][83]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with adjustments recognized immediately[84]. - The company reported compliance with FASB ASC 260 for net income (loss) per share, allocating undistributed income based on the weighted average number of shares outstanding[85]. - As an emerging growth company, the company is allowed to delay the adoption of new accounting standards, which may affect comparability with non-emerging growth companies[98][99]. Administrative Agreements - The company has entered into an administrative services agreement to pay the Sponsor $10,000 per month for support services[73]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of December 31, 2022[97].
Klotho Neurosciences, Inc.(KLTO) - 2022 Q4 - Annual Report