Financial Position - As of December 31, 2022, the company had cash of $236,151 held outside of the trust account and marketable securities in the trust account totaling $178,111,451, which includes $2,536,113 of interest income[312]. - The company has a working capital deficit of $755,241 as of December 31, 2022, which may not be sufficient to operate for at least the next 12 months if a business combination is not consummated[314]. - The company may need to raise additional capital through loans or investments to meet its working capital needs and complete a business combination[317]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not completed by May 28, 2023[318]. Income and Expenses - For the year ended December 31, 2022, the company reported a net income of $158,386, consisting of investment income of $2,536,113 offset by operating costs of $1,922,290 and income tax provision of $455,437[306]. - The company has incurred $122,425 in expenses for administrative services under an agreement with the sponsor for the year ended December 31, 2022[323]. - The company expects to incur due diligence fees between approximately $450,000 to $600,000 in connection with its search for potential business combination targets[325]. IPO and Trust Account - The company generated net proceeds of $177,606,386 from the IPO, with $175,950,000 held in the trust account, including $6,037,500 of deferred underwriting commissions[308]. - The underwriters are entitled to a deferred fee of $0.35 per unit, totaling $6,037,500, which will be released only upon the completion of the initial business combination[322]. - As of December 31, 2022, Class A common stock subject to possible redemption is valued at $177,667,994, an increase from $175,950,000 as of December 31, 2021, reflecting a re-measurement of carrying value to redemption value of $18,222,829[328]. - The gross proceeds from Class A common stock issuance amount to $172,500,000, with issuance costs of $10,100,667 and fair value of public warrants at issuance totaling $4,672,162[328]. Accounting and Compliance - The company has not recognized any unrecognized tax benefits as of December 31, 2022 and 2021, and no amounts were accrued for interest and penalties during the same periods[333]. - Management does not expect the adoption of new accounting standards to have a material impact on the company's financial statements, including ASU 2020-06 effective January 1, 2024[334][335]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards until certain conditions are met[336]. Business Combination - The company extended the period to complete its initial business combination from February 28, 2023, to May 28, 2023, by issuing 1,150,000 private placement warrants in exchange for a deposit of $1,725,000[304]. - The net income per common share is calculated by dividing net income by the weighted average number of shares outstanding, excluding the effect of warrants sold in the Initial Public Offering[329].
Everest solidator Acquisition (MNTN) - 2022 Q4 - Annual Report