Financial Performance - For the twelve months ended December 31, 2023, the company reported a net loss of $565,418, compared to a net income of $284,725 for the same period in 2022[285]. - The company incurred $2,620,882 in formation and operating expenses for the year ended December 31, 2023[285]. Initial Public Offering (IPO) - The company generated gross proceeds of $100,000,000 from its Initial Public Offering of 10,000,000 units on March 28, 2022[286]. - The underwriters received a cash underwriting discount of $2,300,000, which is 2.00% of the gross proceeds from the Initial Public Offering[308]. - The net proceeds from the Initial Public Offering are invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[319]. Trust Account and Investments - As of December 31, 2023, the company had $29,718,024 in investments held in the Trust Account, down from $117,724,476 as of December 31, 2022[289]. - Following redemptions, there were 2,744,649 shares of Class A common stock outstanding and $29,430,708 remaining in the Trust Account as of December 31, 2023[290]. - The Company moved its trust balance to an interest-bearing bank deposit account in February 2023[319]. Share Redemptions - A total of 7,391,973 shares of Class A common stock were redeemed for $76,054,240 in redemption payments on March 24, 2023[290]. Business Combination and Going Concern - The company has until September 28, 2024, to consummate a Business Combination, raising concerns about its ability to continue as a going concern[292]. Administrative Fees - The company recognized $120,000 and $90,000 in administrative service fees for the years ended December 31, 2023, and 2022, respectively[306]. Director Promissory Note - The company has drawn down $1,202,992 on a Director Promissory Note as of December 31, 2023, which was amended to increase the principal amount to $2,000,000[299]. Stock Issuance and Lock-Up - The Company issued 200,000 shares of Class A Common Stock to EBC at a price of $0.0001 per share, totaling $20, with a fair value estimated at $519,415 recorded as an offering cost[311][312]. - EBC has agreed to a 180-day lock-up period for the shares following the effectiveness of the Registration Statement, prohibiting any transfer or sale during this time[314]. Accounting Standards and Reporting - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[321]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-Initial Public Offering[322]. - The Company established critical accounting estimates based on historical experience and known trends, which may differ from actual results under different conditions[315]. - ASU 2020-06, effective for fiscal years beginning after December 15, 2023, will simplify accounting for certain financial instruments, with the Company currently evaluating its impact[316]. - ASU 2023-09, effective for annual periods beginning after December 15, 2024, will require additional income tax disclosures to assess tax risks and planning[317]. Off-Balance Sheet Arrangements - The Company has no off-balance sheet arrangements or commitments as of December 31, 2023[320].
RF Acquisition (RFAC) - 2023 Q4 - Annual Report