Core Viewpoint - EDOC Acquisition Corp. has postponed its extraordinary general meeting to approve its proposed initial business combination with Australian Oilseeds Holdings Limited, now scheduled for March 5, 2024, due to ongoing negotiations regarding potential financing [1][2]. Company Overview EDOC Acquisition Corp. - EDOC Acquisition Corp. is a blank check company aimed at executing mergers, share exchanges, asset acquisitions, and similar business combinations. It was established with the backing of a network of physician entrepreneurs across over 30 medical specialties and is led by CEO Kevin Chen. The company completed an initial public offering in November 2020, raising funds through the issuance of 9 million units [4]. Australian Oilseeds Investments Pty Ltd. - Australian Oilseeds Investments Pty Ltd. is focused on the manufacture and sale of sustainable oilseeds, particularly non-GMO and organic food-grade oils. The company has established itself as the largest cold pressing oil plant in Australia, emphasizing the elimination of chemicals in its production processes to provide healthier food ingredients globally [3].

Core Viewpoint - EDOC Acquisition Corp. has postponed its extraordinary general meeting to approve its proposed initial business combination with Australian Oilseeds Holdings Limited, now scheduled for February 28, 2024, due to ongoing negotiations regarding potential financing [1][2]. Company Overview - EDOC Acquisition Corp. is a blank check company aimed at effecting mergers, share exchanges, and other business combinations, sponsored by a network of physician entrepreneurs across various medical specialties [4]. - Australian Oilseeds Investments Pty Ltd. focuses on the manufacture and sale of sustainable oilseeds and is committed to eliminating chemicals from production processes to provide quality products globally [3]. Business Combination Details - The proposed business combination involves EDOC and Australian Oilseeds Holdings Limited, with a Business Combination Agreement dated December 5, 2022, and amended on March 31, 2023, and December 7, 2023 [1]. - The meeting will address proposals related to the business combination, with no changes to the location, record date, or purpose of the meeting [1][2]. Financing Negotiations - The postponement of the meeting is attributed to Australian Oilseeds Investments Pty Ltd. engaging in additional negotiations for potential financing related to the business combination [2].

Company Overview - Australian Oilseeds Holdings Limited is focused on the manufacture and sale of sustainable oilseeds, particularly non-GMO and organic food-grade oils, and aims to eliminate chemicals from the food supply chain [6] - The company operates the largest cold pressing oil plant in Australia, processing strictly GMO-free oilseeds to meet the growing demand for healthy and organic products [3][6] Business Combination Details - EDOC Acquisition Corp. and Australian Oilseeds have announced a proposed business combination, with the SEC declaring the registration statement effective on February 6, 2024 [1][10] - An extraordinary general meeting for EDOC shareholders is scheduled for February 26, 2024, to vote on the business combination [2][4] - Upon closing, Australian Oilseeds is expected to trade on Nasdaq under the ticker "COOT" [3] Strategic Goals - The business combination aims to position Australian Oilseeds as a global leader in providing chemical-free non-GMO feed ingredients, enhancing its market presence [3] - The company plans to work with suppliers in the food supply chain to provide healthier options for consumers on a larger scale [3][6] Financial Advisory and Legal Representation - ARC Group Limited is acting as the exclusive financial advisor for Australian Oilseeds, while various legal firms are providing counsel for the business combination [7][9]

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $252,471, with formation and operating costs of $352,511[189]. - For the nine months ended September 30, 2023, the net loss was $958,754, impacted by formation and operating costs of $1,160,969[201]. - The net loss per ordinary share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding, excluding accretion associated with redeemable shares[227]. Cash and Liquidity - As of September 30, 2023, the company had cash held in the Trust account amounting to $9,494,965, including $400,033 of interest earned since the IPO[182]. - The company had cash outside the Trust Account of $11,812 available for working capital needs as of September 30, 2023[201]. - Cash used in operating activities for the nine months ended September 30, 2023, was $554,368, with changes in operating assets and liabilities providing $606,601 of cash[201]. - The company plans to raise additional capital through loans or investments from sponsors and shareholders to meet liquidity needs[204]. - The company has substantial doubt about its ability to continue as a going concern one year from the date of the financial statements[205]. - The company will need to complete a business combination before the mandatory liquidation date to avoid further financial distress[205]. Business Combination and Compliance - The company completed the sale of 9,000,000 units at $10.00 per unit during its initial public offering, raising a total of $90 million[169]. - The company incurred an aggregate of $64,996,858 in redemptions from shareholders during the extension of the business combination deadline from February 12, 2022, to August 12, 2022[172]. - The company plans to extend the deadline for completing a business combination to May 12, 2024, as part of its ongoing strategy[181]. - The company is at risk of delisting from Nasdaq due to failure to complete a business combination within 36 months of its IPO[186]. - The company submitted a compliance plan to Nasdaq on November 9, 2023, after receiving a notice of non-compliance with the Minimum Public Holders Requirement[185]. - As of the filing date, the company has not regained compliance with Nasdaq's Minimum Public Holders Requirement, which requires at least 300 total public holders[186]. Debt and Obligations - The company has issued multiple non-interest-bearing promissory notes to the Sponsor, with outstanding amounts of $500,000, $303,994, $276,006, $175,000, and $145,000 as of September 30, 2023[174][175][176][178]. - As of September 30, 2023, the Company had outstanding non-interest-bearing promissory notes totaling $1,631,000, including $202,460 from the August 2022 Note, $500,000 from the October 2022 Note, $303,994 from the November 2022 Note, $276,006 from the January 2023 Note, $213,595 from the February 2023 Note, $175,000 from the April 2023 Note, $145,000 from the June 2023 Note, and $83,288 from the August 2023 Note[208][209][210][211][212][213][214]. - The Company issued a new promissory note on November 8, 2023, for $122,431.05, with $124,932 drawn as of November 15, 2023, to support the trust account for unredeemed Class A ordinary shares[215]. - The Company has a contractual obligation to pay up to $10,000 per month for administrative support services, but has not made any payments under this agreement since its initial public offering[218]. Regulatory and Reporting - The Company has adopted ASU 2020-06, effective January 1, 2021, which simplifies accounting for certain financial instruments, but this adoption did not impact its financial position or results of operations[229]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[231]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years or until it no longer qualifies as an emerging growth company[232]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[235]. Risks and Challenges - Various factors could adversely affect the company's results of operations, including economic downturns, inflation, and geopolitical instability[233].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $275,235, primarily due to formation and operating costs of $265,087[159]. - For the six months ended June 30, 2023, the company had a net loss of $706,283, with formation and operating costs totaling $808,458[159]. - The company incurred a net loss of $1,850,432 for the three months ended June 30, 2022, with transaction costs of $1,529,660 related to shares transferred to backstop investors[160]. - For the six months ended June 30, 2022, cash used in operating activities was $749,295, with a net loss of $6,414,897[168]. - The net loss per ordinary share is calculated by dividing the net loss by the weighted average number of ordinary shares outstanding, excluding accretion associated with redeemable shares[187]. Cash and Liquidity - As of June 30, 2023, the company had cash held in the Trust account amounting to $9,517,725, including $316,160 of interest earned since the IPO[155]. - As of June 30, 2023, the company had cash outside the Trust Account of $9,558 available for working capital needs[166]. - For the six months ended June 30, 2023, cash used in operating activities was $431,620, with a net loss of $706,283[166]. - The company raised $25,000 from the sale of founder shares to satisfy liquidity needs through June 30, 2023[168]. - The company will need to raise additional capital through loans or investments to meet working capital needs[169]. Business Combination and Shareholder Actions - The total consideration for the business combination with Australian Oilseeds Investments Pty Ltd. is estimated at $190,000,000, plus adjustments for net working capital and outstanding indebtedness[164]. - Shareholders redeemed an aggregate of 6,326,758 ordinary shares, resulting in $64,996,858 being released from the Trust Account[149]. - On February 9, 2023, shareholders approved an extension for completing a Business Combination to August 12, 2023, with 1,172,247 shares redeemed[186]. - An aggregate of $64,996,858 was released from the Trust Account for 6,326,758 shares redeemed on February 9, 2022, at approximately $10.27 per share[186]. - As of June 30, 2023, there were 854,378 Class A ordinary shares subject to possible redemption, valued at approximately $10.71 per share, totaling $12,554,008 released from the Trust Account[186]. Debt and Financing - The company has not entered into any off-balance sheet financing arrangements as of June 30, 2023[179]. - The company has no long-term debt or capital lease obligations as of June 30, 2023[180]. - The company issued multiple non-interest-bearing promissory notes to the Sponsor, with outstanding amounts of $500,000 and $303,994 as of June 30, 2023[151][152]. - As of June 30, 2023, the company had outstanding convertible promissory notes totaling $2,026,460, including $900,000 from the November 2021 Note and $750,000 from the February 2022 Note[171][172]. - The company issued a non-interest-bearing promissory note in the amount of $175,000 on April 25, 2023, for working capital expenses[178]. Regulatory and Accounting Matters - The company adopted ASU 2020-06 on January 1, 2021, which did not impact its financial position, results of operations, or cash flows[189]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[191]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years[192]. - The company does not believe that any recently issued accounting standards will have a material effect on its interim condensed financial statements[190]. Risks and Uncertainties - The company has substantial doubt about its ability to continue as a going concern until the consummation of a Business Combination or liquidation[170]. - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete a Business Combination[193]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence on potential business combinations[158]. - The company has broad discretion in applying the net proceeds from the IPO and private placement, primarily towards consummating a business combination[157].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $431,048, with formation and operating costs of $543,571[158]. - The company incurred cash used in operating activities of $235,287 for the three months ended March 31, 2023[165]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination[157]. Initial Public Offering (IPO) - The company completed the sale of 9,000,000 units at $10.00 per unit during its initial public offering, raising a total of $90,000,000[147]. - The company has broad discretion regarding the application of net proceeds from the IPO and private placement, primarily intended for consummating a business combination[156]. Trust Account and Shareholder Redemptions - As of March 31, 2023, the company had marketable securities held in the Trust account amounting to $9,302,736, including $229,327 of interest earned since the IPO[155]. - Shareholders redeemed an aggregate of 1,172,247 Ordinary Shares, resulting in $12,554,008 being released from the Trust Account[154]. - The Company released $64,996,858 from the Trust Account to pay shareholders who redeemed 6,326,758 Ordinary Shares on February 9, 2022, at approximately $10.27 per share[185]. - On August 12, 2022, the Company released $6,660,150 to pay shareholders who redeemed 646,617 Ordinary Shares at approximately $10.30 per share[185]. - As of March 31, 2023, the Company had 854,378 Class A ordinary shares subject to possible redemption, presented at redemption value as temporary equity[185]. Debt and Financing - The Company has no long-term debt, capital, or operating lease obligations as of March 31, 2023[178]. - The Company does not have any off-balance sheet financing arrangements as of March 31, 2023[177]. - The Company has raised additional capital through loans or investments from its Sponsor, shareholders, and third parties to meet working capital needs[167]. - The Company may need to take measures to conserve liquidity if unable to raise additional capital, which could include curtailing operations[168]. - The company issued several non-interest-bearing promissory notes to the Sponsor, with outstanding amounts of $202,460, $500,000, and $303,994 as of March 31, 2023[152][153][154]. - The Company issued a convertible promissory note in November 2021 for $900,000, with an outstanding amount of $900,000 and a fair value of $872,022 as of March 31, 2023[169]. - As of March 31, 2023, the Company had outstanding non-interest-bearing promissory notes totaling $750,000, $202,460, $500,000, $303,994, $276,006, and $85,438 from various issuances[170][171][172][173][174]. Regulatory and Compliance - The Company adopted ASU 2020-06 on January 1, 2021, which did not impact its financial position or results of operations[188]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[190]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years or until it no longer qualifies as an emerging growth company[191]. Risks and Challenges - Various factors, including economic downturns, inflation, and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[192]. Internal Controls and Governance - The company's disclosure controls and procedures were deemed ineffective due to a material weakness in evaluating complex accounting issues and controls over reconciliations[194]. - Remediation steps have been implemented to improve disclosure controls, including enhanced review processes for complex securities and additional layers of review in the financial close process[195]. - There have been no changes to the internal control over financial reporting that materially affected the company's reporting during the quarter ended March 31, 2023[197]. - The company is not currently facing any litigation against it or its officers and directors[198].

Initial Public Offering and Trust Account - The Company completed its initial public offering on November 12, 2020, raising gross proceeds of $90,000,000 from the sale of 9,000,000 units at a price of $10.00 per unit[20]. - A total of $91,530,000 from the net proceeds of the initial public offering and private placement units was placed in the trust account[21]. - The trust account currently holds $21,319,155, equating to $10.52 per unit, including interest income earned[20]. - The company has $21,319,155 available for an initial business combination as of December 31, 2022[73]. - The amount in the trust account was approximately $10.52 per share as of December 31, 2022[99]. - An aggregate of $900,000 was deposited into the trust account to extend the business combination deadline from November 12, 2021, to February 12, 2022[96]. - Shareholders redeemed 6,326,758 ordinary shares, resulting in approximately $64,996,857.71 being released from the trust account at a rate of about $10.27 per share[97]. - An additional $6,660,150 was released from the trust account for the redemption of 646,617 Class A ordinary shares at approximately $10.30 per share[98]. - Public shareholders are entitled to redeem shares for cash if the initial business combination is not completed by February 12, 2023[128]. Business Combination and Acquisition Strategy - The Company must complete its initial business combination by February 12, 2023, or it will terminate and distribute amounts in the trust account[21]. - The Company is focused on completing its initial business combination and exploring potential acquisition opportunities[12]. - The company intends to acquire businesses with high growth potential, competitive positioning, and a visible path to profitability[69]. - The company is exploring telemedicine, AI-enabled diagnostics, and specialty clinics as potential acquisition targets[68]. - The company sees potential acquisition opportunities in the healthcare sector, particularly due to the ongoing changes from the COVID-19 pandemic[58]. - A proactive acquisition strategy is in place, targeting hospitals, specialty clinics, and telemedicine providers, among others[59]. - The company is focusing on healthcare businesses in Asia-Pacific and North America with transaction values between $300 million and $1.0 billion[65]. - The fair market value of the target business must equal at least 80% of the trust account value at the time of the initial business combination agreement[87]. - The company aims to complete its initial business combination with a target business that has an aggregate fair market value of at least 80% of the value of the trust account[85]. - The company may seek additional funds through private offerings of debt or equity securities to facilitate business combinations[76]. Merger Agreements and Conditions - The AOI Merger Agreement was entered into on December 5, 2022, with a total consideration of $190,000,000 for the acquisition of AOI[26]. - The Exchange Consideration for the AOI transaction is subject to adjustments based on AOI's net working capital and outstanding indebtedness at the time of closing[27]. - The Company received written notice on August 11, 2022, that the Calidi Merger Agreement was terminated, rendering it ineffective[22]. - The AOI Merger Agreement may be terminated if the Closing has not occurred by August 12, 2023, unless a Charter Extension is approved[40]. - The obligations to consummate the Transactions are subject to various conditions, including the approval of the AOI Merger Agreement by the requisite vote of the Company's shareholders[36]. - AOI will pay the Company a termination fee of $250,000 if the AOI Merger Agreement is terminated due to a material breach by AOI or related parties[43]. Management and Governance - The management team includes Kevin Chen as Chairman and CEO, and Bob Ai as CFO, with expertise in the healthcare sector[21]. - The parties agreed to take necessary actions to ensure Pubco's board of directors consists of five directors, a majority of whom will be independent[35]. - Certain executives have signed Non-Competition Agreements for three years post-Closing, prohibiting them from engaging in the non-GMO oilseeds and food-grade oils business without prior consent[48]. - The Sponsor Support Agreement ensures that the Sponsor and certain shareholders will vote in favor of the Business Combination Agreement and related Transactions[49]. Financial and Tax Considerations - The company recognized finance costs of $5,739,976 for share transfers associated with Backstop Agreements for the year ended December 31, 2022[52]. - The company has applied for a 20-year tax exemption from the Cayman Islands government, exempting it from taxes on profits, income, and gains[57]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 20 years[138]. - The company expects to fund costs associated with dissolution from amounts remaining outside the trust account as of December 31, 2022, totaling $13,726[121]. - The trust account holds $13,726 as of December 31, 2022, with estimated liquidation costs not exceeding $100,000[126]. Redemption Rights and Shareholder Considerations - The company restricts public shareholders from seeking redemption rights for more than 15% of shares sold in the initial public offering to discourage large block accumulations[108]. - Shareholder approval may be required for the initial business combination if certain conditions are met, such as issuing ordinary shares equal to or exceeding 20% of the outstanding shares[92]. - The company may not proceed with redemptions if the total cash consideration exceeds the available cash, which could prevent the business combination[106]. - The company will provide public shareholders with the opportunity to redeem shares at the per-share price based on the trust account balance upon consummation of the initial business combination[99]. - Initial shareholders have waived rights to liquidating distributions from the trust account for founder shares if the business combination is not completed by February 12, 2023[119]. - If the initial business combination is not completed, the per-share redemption amount could be approximately $10.52, but may be less due to creditor claims[123]. - The redemption rights do not apply to warrants, which will expire worthless if the business combination is not completed[118]. Operational Status and Compliance - The company has not generated any revenues since its inception on August 20, 2020, and has engaged in limited operations[202]. - The company is not currently engaged in operations other than pursuing its initial business combination, indicating a focused strategy[74]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[135]. - The company is subject to the Sarbanes-Oxley Act, requiring evaluation of internal control procedures for the fiscal year ended December 31, 2022[134]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its initial business combination[134]. - The company may face intense competition from other entities with similar business objectives, limiting its ability to acquire larger target businesses[129].

Financial Performance - For the nine months ended September 30, 2022, the company reported a net loss of $6,645,020, with formation and operating costs totaling $1,995,508[137]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial Business Combination[136]. - The company recognized finance costs of $783,966 for the three months ended September 30, 2022, related to the transfer of shares associated with backstop agreements[135]. Capital and Funding - The company completed the sale of 9,000,000 units at $10.00 per unit, raising $90 million from the public offering on November 12, 2020[126]. - The company expects to incur significant costs in the pursuit of its initial Business Combination and cannot assure that plans to raise capital will be successful[126]. - The company will need to raise additional capital to meet liquidity needs and may face challenges in obtaining such financing[143]. - If the company cannot raise additional funds and complete a Business Combination by February 12, 2023, it may cease operations and liquidate[144]. Assets and Securities - As of September 30, 2022, the company had marketable securities in the Trust Account amounting to $21,006,552, including $136,525 of interest earned[129]. - As of September 30, 2022, the company had cash outside the Trust Account of $3,486 available for working capital needs[140]. - An aggregate of $64,996,858 was released from the Trust Account to pay shareholders who redeemed 6,326,758 Ordinary Shares on February 9, 2022[158]. - On August 12, 2022, an aggregate of $6,660,150 was released from the Trust Account to pay shareholders who redeemed 646,617 Ordinary Shares[158]. - As of September 30, 2022, 2,026,625 Class A ordinary shares were subject to possible redemption, presented at redemption value as temporary equity[158]. Liabilities and Debt - As of September 30, 2022, the outstanding balance on the November 2021 Note was $900,000, with a fair value of $471,499[145]. - The February 2022 Note had an outstanding balance of $750,000 as of September 30, 2022, with a fair value of $379,002[146]. - The August 2022 Note had an outstanding balance of $67,487 as of September 30, 2022[147]. - The Company has no long-term debt, capital, or operating lease obligations as of September 30, 2022[151]. Regulatory and Market Risks - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, on its financial position and results of operations[160]. - Various factors, including economic downturns and geopolitical instability, may adversely affect the Company's results of operations and ability to complete an initial Business Combination[165]. - The company incurred transaction costs of $5,739,976 related to shares transferred to backstop investors for the nine months ended September 30, 2022[137]. Off-Balance Sheet Arrangements - The Company has not entered into any off-balance sheet financing arrangements as of September 30, 2022[149].

Financial Performance - As of June 30, 2022, the company reported a net loss of $1,850,432 for the three months ended June 30, 2022, and a net loss of $6,414,897 for the six months ended June 30, 2022[145]. - For the six months ended June 30, 2022, cash used in operating activities was $749,295, with a net loss of $6,414,897[156]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence on potential Business Combination candidates[144]. Trust Account and Cash Position - The company had marketable securities held in the Trust Account amounting to $27,497,878 as of June 30, 2022[141]. - As of June 30, 2022, the company had cash outside the Trust Account of only $4,103 available for working capital needs[155]. - An aggregate of $64,996,857 was released from the Trust Account to pay shareholders who elected to redeem 6,326,758 Ordinary Shares[170]. - The funds in the Trust Account have been held only in U.S. government treasury obligations or money market funds, but may need to be liquidated to avoid being deemed an unregistered investment company[198]. Business Combination and Financing - The aggregate merger consideration for the Business Combination with Calidi Biotherapeutics, Inc. was initially set at $400,000,000 but was revised to $380,000,000 on May 25, 2022[149]. - The company entered into a PIPE Investment agreement for aggregate gross proceeds of up to $25,000,000, expected to close concurrently with the Business Combination[150]. - The Company will cease all operations except for liquidation if it cannot raise additional funds and complete a Business Combination by August 12, 2022[159]. - The company may need to raise additional capital through loans or investments to meet its working capital needs[158]. Regulatory and Compliance Issues - The SEC has proposed rules that could impose additional regulatory requirements on SPACs, potentially increasing costs and complicating the completion of initial Business Combinations[188]. - The company may be subject to CFIUS review, which could delay or block the Business Combination if deemed a "foreign person"[203]. Internal Controls and Risks - Management has identified a material weakness in evaluating complex accounting issues and controls over reconciliations during the financial statement close process[178]. - The company has identified a material weakness in its internal control over financial reporting as of June 30, 2022, which could adversely affect investor confidence and business results[193]. - There is substantial doubt about the company's ability to continue as a "going concern" due to potential need for additional financing and the deadline for liquidating the trust account[192]. Market and Competitive Environment - The company faces significant competition in identifying attractive targets for initial Business Combinations, which may increase costs and complicate the process[187]. - The company has raised concerns regarding the impact of inflation and interest rates on the ability to consummate an initial Business Combination[184]. Operational Constraints - The company has no long-term debt or capital lease obligations as of June 30, 2022[163]. - The company has not entered into any off-balance sheet financing arrangements as of June 30, 2022[161]. - The company has a deadline of 24 months from the IPO effective date to complete its initial Business Combination, or it may be forced to liquidate[196].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $4,564,465, primarily due to operating costs and finance costs related to share transfers[141]. - Cash used in operating activities for the three months ended March 31, 2022, was $547,176, with a net loss of $4,564,465 impacted by various financial factors[152]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its initial Business Combination[140]. Capital Raising and Investments - The company completed the sale of 9,000,000 units at $10.00 per unit, raising $90,000,000 from the Public Offering on November 12, 2020[136]. - The company expects to raise up to $25,000,000 through a PIPE Investment, which is anticipated to close concurrently with the Business Combination[145]. - The company may need to raise additional capital through loans or investments to meet its liquidity needs and may face operational curtailments if unable to do so[154]. - The company has broad discretion in applying the net proceeds from the IPO and Private Placement, primarily towards consummating a business combination[139]. Assets and Securities - As of March 31, 2022, the company had marketable securities in the Trust Account totaling $27,466,834, including $19,002 of interest earned since the IPO[138]. - As of March 31, 2022, the company had cash outside the Trust Account of $96,222 available for working capital needs[151]. - As of March 31, 2022, the fair market value of the outstanding interest-bearing convertible promissory note was $976,168, with an initial issuance amount of $900,000[155]. - The Company issued a non-interest-bearing convertible promissory note of up to $750,000, with $420,000 drawn as of March 31, 2022, and a fair market value of $445,691[155]. - As of March 31, 2022, the Company had no long-term debt or capital/operating lease obligations[158]. Shareholder Actions and Equity - An aggregate of 6,326,758 Ordinary Shares were redeemed, resulting in $64,996,857.71 released from the Trust Account, approximately $10.27 per share[165]. - As of March 31, 2022, 2,673,242 Class A ordinary shares were subject to possible redemption, presented at redemption value as temporary equity[165]. - The Company applies the two-class method for calculating net loss per ordinary share, with warrants and rights exercisable for 6,137,400 shares of Class A ordinary shares[166]. Accounting and Compliance - The Company accounts for its convertible promissory note under ASC 815, with changes in fair value recognized as non-cash changes in the statements of operations[163]. - The Company has identified critical accounting policies that may materially differ from actual results due to management estimates and assumptions[159]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[168]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[156]. Mergers and Acquisitions - The company entered into a Merger Agreement with Calidi Biotherapeutics, Inc., with an aggregate merger consideration of $400,000,000, subject to adjustments for Calidi's closing debt[144].