Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $290,145, with interest earned on investments in the Trust Account amounting to $741,827[147]. - For the nine months ended September 30, 2023, the company had a net income of $1,257,210, with interest earned on investments in the Trust Account totaling $2,854,119[148]. - The company incurred general and administrative expenses of $259,227 for the three months ended September 30, 2023, compared to $140,426 for the same period in 2022[147]. - The company incurred franchise tax expenses of $33,000 for the three months ended September 30, 2023[147]. - The company reported an increase in fair value of warrant liabilities of $10,600 for the three months ended September 30, 2023[147]. - As of September 30, 2023, the company reported a working capital deficit of $755,526, excluding redemptions payable to public stockholders[158]. Business Combination - The company extended the deadline for consummating a business combination from April 4, 2023, to July 4, 2023, and further extended it to December 4, 2023, with a total of 6,103,350 shares redeemed for $63,169,451[131]. - The company entered into a business combination agreement with ANEW Medical, Inc., valuing ANEW at an implied equity value of $60,000,000[137]. - The company plans to issue contingent consideration shares based on achieving specific stock price milestones post-merger, including 2,000,000 shares for a closing price of $12.50[137]. - The company has the ability to extend the business combination deadline up to twelve times for an additional month each time, with a deposit of $35,000 required for each extension[135]. - The company has extended the deadline to consummate a business combination to December 4, 2024, with monthly extension payments of $35,000[156]. IPO and Capital Structure - The company completed its IPO on April 4, 2022, raising gross proceeds of $100 million from the sale of 10,000,000 Public Units at $10.00 each[149]. - An additional 1,500,000 Public Units were sold through the over-allotment option, generating gross proceeds of $15 million[150]. - 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[152]. - The underwriters received a cash underwriting discount of $2,875,000 and deferred commissions of $4,312,500, contingent upon the completion of a business combination[169]. - 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 the business combination[161][162][164][165][166]. Trust Account and Assets - As of September 30, 2023, the Trust Account held marketable securities valued at $57,811,916, which are invested in U.S. government securities[157]. - 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[172]. - The fair values of cash and cash equivalents, and other current assets, are estimated to approximate carrying values as of September 30, 2023, due to short maturities[174]. Accounting Policies - The Company amended the conversion feature of its convertible promissory notes on May 15, 2023, resulting in a reclassification of these notes as debt on the balance sheet[177]. - 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[181]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with adjustments recognized immediately as they occur[182]. - The Company complies with FASB ASC 260 for net income (loss) per share, allocating undistributed income (loss) between redeemable and non-redeemable shares[184]. - 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[185].
Redwoods Acquisition (RWOD) - 2023 Q3 - Quarterly Report