Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $290,145, compared to a net income of $731,121 for the same period in 2022[156]. - For the nine months ended September 30, 2023, the company had a net income of $1,257,210, an increase from $517,286 for the same period in 2022[157]. - The company generated non-operating income of $741,827 from interest earned on investments held in the Trust Account for Q3 2023[156]. - The company incurred franchise tax expenses of $33,000 for Q3 2023, compared to $39,300 in Q3 2022[156]. Business Combination and Acquisition Plans - The company plans to acquire ANEW Medical, Inc. for an implied equity value of $60,000,000, with additional contingent shares based on stock performance[147]. - The company extended the deadline to consummate a business combination from April 4, 2023, to December 4, 2024, with monthly extensions costing $35,000 each[145][146]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans[140]. - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs related to the business combination[169]. Shareholder and Redemption Information - An aggregate of 3,636,456 shares with a redemption value of approximately $39,255,410 were tendered for redemption during the special meeting on November 13, 2023[145]. - A total of 6,103,350 shares were tendered for redemption at a total redemption amount of $63,169,451, averaging $10.35 per share[162]. - The company has issued multiple unsecured, non-interest bearing promissory notes to the Sponsor, totaling up to $1,260,000, which can be converted into shares upon business combination[171][172][174][175][176]. Financial Position and Assets - As of September 30, 2023, the Trust Account held marketable securities valued at $57,811,916, which are primarily invested in U.S. government securities[167]. - As of September 30, 2023, the company reported a working capital deficit of $755,526, excluding redemptions payable to public stockholders[168]. - As of September 30, 2023, the assets held in the Trust Account were primarily in cash and U.S. Treasury securities, with fair values determined using Level 1 measurements[183]. - The fair value of the Company's financial instruments approximates the carrying amounts on the consolidated balance sheet, with cash and cash equivalents estimated to approximate carrying values as of September 30, 2023[188]. IPO and Offering Costs - 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[158]. - An additional 1,500,000 Public Units were sold through the over-allotment option, generating gross proceeds of $15,000,000[159]. - The company incurred 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[161]. - Offering costs related to the IPO were charged to stockholders' equity upon completion, allocated between public shares and public rights based on relative fair values[200]. Accounting and Internal Controls - The Company accounts for its Public Warrants as equity and Private Warrants as liabilities, with changes in estimated fair value recognized as non-cash gains or losses[196]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with adjustments made to the carrying value as changes occur[197]. - The Company has conducted an evaluation of its disclosure controls and procedures as of September 30, 2023, concluding that they were effective during the reporting period[202]. - There has been no change in the internal control over financial reporting that materially affected the Company during the quarter ended September 30, 2023[203]. - The Company complies with FASB ASC 260 for net income (loss) per share calculations, allocating undistributed income (loss) between redeemable and non-redeemable shares[199]. Miscellaneous - The Company amended the conversion feature of its convertible promissory notes on May 15, 2023, resulting in a reclassification of these notes as debt at cash proceeds on the balance sheet[191]. - The Company granted Chardan a right of first refusal for future public and private equity offerings for a period of 18 months after the initial business combination[181]. - The company has no off-balance sheet arrangements as of September 30, 2023, and does not participate in transactions with unconsolidated entities[170].
Klotho Neurosciences, Inc.(KLTO) - 2023 Q3 - Quarterly Report