Financial Performance - The company had a net loss of $996,104 for the year ended December 31, 2022, primarily due to $1,368,219 in operating costs and $201,308 in franchise tax expenses, offset by $654,071 in interest income from investments [134]. - The company incurred $1,043,848 in cash used in operating activities for the year ended December 31, 2022 [136]. - As of December 31, 2022, the company had cash of $40,802 and a working deficit of $1,020,642, raising substantial doubt about its ability to continue as a going concern [140]. Cash and Capital Structure - As of December 31, 2022, the company had cash outside the Trust Account amounting to $40,802 available for working capital needs, while all remaining cash is held in the Trust Account and is generally unavailable for use prior to an initial business combination [136]. - A total of 3,519,780 shares of Common Stock were redeemed, resulting in approximately $36.1 million being released from the Trust Account to pay redeeming stockholders [120]. - The common stock subject to possible redemption is presented at a redemption value of $10.25 per share as of December 31, 2022, classified as temporary equity [153]. - The company has outstanding loans from related parties totaling $598,600, including a $204,000 note to Running Lion and a $294,600 note to Tradeup INC [145]. - The company has issued promissory notes totaling $294,600 and $204,000 for general working capital purposes, with additional notes issued for operating expenses [129]. - The company is obligated to pay a Business Combination Fee of $1,550,500, which will be payable only upon the completion of a Business Combination [144]. Business Combination and Strategy - The company completed its IPO on July 19, 2021, raising gross proceeds of $40,000,000 from the sale of 4,000,000 Units at an offering price of $10.00 per Unit [115]. - The company has reviewed approximately 22 potential business combination candidates across various industries, including biotech and pharmaceutical, since the IPO [124]. - The proposed business combination with Estrella involves a merger where Estrella's stockholders will receive shares valued at $325,000,000, divided by $10.00 per share [127]. - The company has entered into a Merger Agreement with Estrella, which will result in the company changing its name to "Estrella Immunopharma, Inc." upon closing [126]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and cannot assure the success of its capital raising or business combination efforts [118]. Regulatory and Compliance - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities [141]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2022 [159]. - The company is evaluating the impact of the 1% excise tax imposed on stock repurchases under the Inflation Reduction Act of 2022 [161]. - Management does not believe that any recently issued accounting standards would have a material effect on the financial statements [164]. Assets and Liabilities - The assets held in the Trust Account are invested in money market funds, primarily in U.S. Treasury securities [149]. - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of December 31, 2022 [142].
Estrella Immunopharma(ESLA) - 2022 Q4 - Annual Report