
Operations and Business Combination - As of December 31, 2022, the company had not commenced any operations and will not generate operating revenues until after completing an initial business combination[251]. - The Company has until June 9, 2023, to complete a business combination, failing which it may face mandatory liquidation and dissolution[266]. - The merger agreement with Tomorrow was terminated on March 8, 2023, along with associated agreements[250]. - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern if a business combination is not completed[266]. - The company may need to raise additional capital if the initial business combination is not consummated, which could involve loans or investments from sponsors or third parties[265]. Financial Performance - For the year ended December 31, 2022, the company reported a net income of $224,242, primarily from interest income of $1,683,870 and a change in fair value of warrant liabilities of $108,300[252]. - The company incurred cash used in operating activities of $730,469 for the year ended December 31, 2022[258]. - As of December 31, 2022, the company had cash held outside the trust account amounting to $81,763, down from $812,232 in 2021[262]. Trust Account and Investments - The company had investments held in the trust account totaling $118,408,969 as of December 31, 2022, with interest income available to pay taxes[260]. - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds for working capital[261]. IPO and Capital Raising - The company completed its IPO on December 9, 2021, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[254]. - The underwriters exercised a 45-day option to purchase 1,500,000 additional units, generating gross proceeds of $11,500,000[270]. - On March 6, 2023, stockholders approved an amendment allowing the company to extend the termination date for business combination by up to two three-month extensions, requiring deposits of $390,000 for each extension[246]. Accounting and Financial Reporting - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[272][273]. - The Company has not identified any recently issued accounting standards that would materially affect its consolidated financial statements as of December 31, 2022[278]. - The Company adopted ASU 2020-06 on March 24, 2021, which did not impact its financial statements[277]. - The fair value of the warrants is estimated using a binomial lattice model, with private warrants classified as liabilities[276]. - The Company has no market or interest rate risk as of December 31, 2022, with net proceeds invested in U.S. government securities[279]. Off-Balance Sheet Arrangements - As of December 31, 2022, the Company reported no off-balance sheet arrangements or long-term liabilities[267][268]. Rights and Refusals - The Company has granted a right of first refusal to Chardan Capital Markets, LLC for future public and private equity and debt offerings for 18 months post-initial business combination[271].