Financial Performance - The company reported a net loss of $307,319 for the three months ended March 31, 2025, compared to a net loss of $41,580 for the same period in 2024[169][170]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[167]. - The Company reported a working capital deficit of $5,023,786 as of March 31, 2025, with cash of $73,434 outside the Trust Account[175]. Business Combination and Mergers - The total consideration for the merger with DRIVEiT Financial Auto Group, Inc. is expected to be $100 million, payable in shares of common stock valued at $10 per share[158]. - The company plans to extend the date for completing a business combination to October 22, 2025, by making monthly deposits into the Trust Account[161]. - The Company has extended the deadline to complete a Business Combination to July 22, 2025, with monthly deposits of approximately $18,564 into the Trust Account[175]. - If a Business Combination is not completed by October 22, 2025, the Company will face mandatory liquidation and dissolution[176]. - The Company has engaged EarlyBirdCapital to assist in identifying potential target businesses for its initial business combination, with a fee of 1% of the total consideration[183]. - The Company entered into a PIPE SPA for a total investment of $8.4 million upon the closing of the Business Combination, followed by nine tranches of $5 million each[191]. Securities and Compliance - The company received a notice from Nasdaq on January 10, 2024, for not maintaining a minimum market value of listed securities of at least $50 million, with a compliance deadline of July 8, 2024[152]. - On April 21, 2025, the company was notified of its securities being delisted from Nasdaq due to failure to complete its initial business combination by April 19, 2025[154]. - An aggregate of 262,231 shares with a redemption value of approximately $2,956,394 were tendered for redemption during the August Special Meeting[161]. - The Company has entered into Non-Redemption Agreements, transferring 299,340 shares valued at approximately $446,735 to third parties in exchange for not redeeming shares[180]. Financial Obligations and Costs - The company has incurred significant costs in pursuing acquisition plans and expects increased expenses related to being a public company[150][168]. - The Company plans to pay the Sponsor $10,000 per month for administrative services, with payments deferred until the Business Combination is consummated[181]. - Upon closing of a Business Combination, underwriters will receive a cash underwriting discount of $2.3 million and a deferred fee of $4.025 million[182]. Shareholder and Stock Information - Each purchase under the PIPE SPA will result in the issuance of 601 shares of Series A Preferred Stock for the initial investment and 358 shares for each subsequent tranche[191]. - The investor has the right to purchase additional shares of preferred stock for an aggregate price of $100 million under the same terms for one year after certain conditions are met[193]. - The Company must reserve shares of Class A common stock equal to 250% of the number of shares needed for the conversion of all outstanding preferred stock[192]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments[195]. - The Company has determined that the Public Warrants and Private Warrants qualify for equity accounting treatment, recorded as additional paid-in capital upon issuance[197]. Accounting and Reporting - The Company adopted ASU 2023-09 regarding income tax disclosure, effective March 31, 2025, with no significant impact expected[199]. - Management does not anticipate that any recently issued accounting pronouncements will materially affect the financial statements[200]. - Net income per common share is calculated by dividing net income by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[198]. - The average daily trading volume of the common stock must exceed $4 million prior to the closing of the PIPE SPA[192]. IPO and Capital Raising - The Company completed its IPO on April 22, 2022, raising gross proceeds of $100 million from the sale of 10 million units at $10.00 per unit[171]. - An additional 1.5 million units were sold through the over-allotment option, generating an extra $15 million in gross proceeds[172]. - As of March 31, 2025, the Trust Account held $5,585,178 in marketable securities, which may be used to pay taxes[174].

Financial Performance - The company had a net income of $180,036 for the year ended December 31, 2024, compared to a net income of $1,429,419 for the year ended December 31, 2023[92]. - As of December 31, 2024, the Company had cash of $194,779 outside the Trust Account and a working capital deficit of $4,310,282[97]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments at the end of each reporting period[116]. - Net income per common share is calculated by dividing net income by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[119]. IPO and Capital Raising - The company generated gross proceeds of $100,000,000 from its IPO of 10,000,000 units at an offering price of $10.00 per unit[93]. - The Company plans to utilize cash from the IPO and private placements for its initial business combination and related expenses[76]. - The Company has entered into a Securities Purchase Agreement for a 10% Original Issue Discount Convertible Note with an aggregate principal amount of $3.894 million[111]. - The PIPE SPA obligates an investor to purchase shares of preferred stock for $8.4 million upon closing, with additional purchases in nine tranches totaling $5 million each[112]. Business Combination - The total consideration to be paid at the closing of the business combination with DRIVEiT will be $100,000,000, payable in shares of common stock valued at $10 per share[81]. - The Company has extended the deadline to complete a Business Combination to October 22, 2025, with monthly deposits of approximately $18,564[97]. - If the Business Combination is not completed by October 22, 2025, the Company will face mandatory liquidation and dissolution[99]. - The Company expects to incur significant professional and transaction costs in pursuit of the Business Combination[98]. - The Company has agreed to pay EarlyBirdCapital a fee of 1% of the total consideration for assistance in finding target businesses for the Business Combination[104]. Compliance and Regulatory Issues - The company received a notice from Nasdaq on January 10, 2024, stating it was not in compliance with the minimum Market Value of Listed Securities of at least $50 million[79]. - The company was given until November 4, 2024, to regain compliance with Nasdaq Listing Rule 5450(b)(2)(C) regarding a minimum Market Value of Publicly Held Securities of at least $15 million[80]. - The company has until July 8, 2024, to regain compliance with Nasdaq listing requirements following the notice received[79]. Shareholder Actions - An aggregate of 262,231 shares with a redemption value of approximately $2,956,394 were tendered for redemption during the August Special Meeting[84]. - The Company has entered into Non-Redemption Agreements, resulting in the transfer of 299,340 shares valued at approximately $446,735[103]. Accounting and Reporting - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[91]. - The FASB issued ASU 2023-07, effective for annual reporting periods beginning after December 15, 2023, requiring enhanced disclosures about significant segment expenses[120]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, mandates annual disclosure of specific categories in an entity's effective tax rate reconciliation[121]. - Management does not anticipate that recently issued accounting pronouncements will materially affect the company's financial statements[122]. - The company is not required to make disclosures under market risk as a smaller reporting company[123]. Securities and Equity - The company has issued warrants that qualify for equity accounting treatment, recorded as a component of additional paid-in capital upon issuance[118]. - Upon closing of a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the gross proceeds, totaling $2,300,000[102]. - The Company has no off-balance sheet arrangements as of December 31, 2024[100].

Company Operations and Business Combination - The company has not engaged in any operations or generated operating revenues to date, focusing solely on organizational activities and preparations for the IPO and initial business combination [169]. - The company approved a merger agreement with DRIVEiT Financial Auto Group, Inc., with a total consideration of $100,000,000 payable in shares valued at $10 per share [164]. - The company extended the deadline for completing a business combination from September 22, 2023, to August 22, 2024, without additional deposits into the Trust Account [153]. - The company has the right to extend the time to complete a business combination twelve times for an additional month each time by depositing $120,000 to the Trust Account [151]. - If the company cannot complete a Business Combination by October 22, 2025, it will cease operations and liquidate [180]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $73,893, a decrease of 91.5% compared to $866,518 for the same period in 2023 [171]. - For the nine months ended September 30, 2024, the company had a net income of $265,749, down 77.6% from $1,176,792 in the prior year [172]. - As of September 30, 2024, the company had cash of $404,404 outside the Trust Account and a working capital deficit of $3,978,534 [178]. IPO and Funding - The company generated gross proceeds of $100,000,000 from its IPO by selling 10,000,000 units at an offering price of $10.00 per unit [173]. - The underwriters fully exercised the over-allotment option, purchasing an additional 1,500,000 units for gross proceeds of $15,000,000 [174]. - The company plans to utilize cash from the IPO and private placements to effectuate its initial business combination [146]. Compliance and Regulatory Issues - The company has received notices from Nasdaq regarding non-compliance with listing rules, requiring a plan to regain compliance by November 4, 2024 [163]. Expenses and Costs - The company expects to incur increased expenses due to public company obligations, including legal and compliance costs, as well as due diligence expenses related to the business combination [170]. - The company expects to incur significant professional and transaction costs in pursuit of a Business Combination [179]. - The company plans to pay the Sponsor $10,000 per month for administrative services, with payments deferred until the consummation of a Business Combination [185]. Shareholder Actions - During the September Special Meeting, approximately 3,358,759 shares were tendered for redemption, resulting in a total redemption value of approximately $35,797,997 [153]. - A total of $76,322,364 was withdrawn from the Trust Account to pay stockholders who tendered shares for redemption during the April Special Meeting [152]. - The company has entered into Non-Redemption Agreements, with an estimated fair value of $446,735 for 299,340 shares of common stock [184]. Debt Obligations - As of September 30, 2024, the company had outstanding promissory notes and convertible notes totaling $2,237,000 and $1,660,000 respectively [162]. - As of September 30, 2024, the company had marketable securities held in the Trust Account amounting to $5,300,199 [177].

Financial Performance - For the three months ended June 30, 2024, the Company reported a net income of $233,436, down from $238,896 in the same period of 2023 [154]. - For the six months ended June 30, 2024, the Company had a net income of $191,856, compared to $310,274 for the same period in 2023 [155]. - The Company reported a working capital deficit of $3,894,187 and cash of $68,525 outside the Trust Account as of June 30, 2024 [160]. IPO and Fundraising - The Company generated gross proceeds of $100 million from the IPO of 10,000,000 units at an offering price of $10.00 per unit [156]. - An additional $15 million was raised through the full exercise of the underwriters' over-allotment option, resulting in a total of $115 million placed in a trust account [157][158]. - Upon closing a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the IPO gross proceeds, totaling $2,300,000, plus a deferred fee of 3.5% amounting to $4,025,000 [167]. Business Operations and Future Outlook - The Company has not engaged in any operations or generated operating revenues to date, focusing solely on organizational activities and preparing for the IPO [152]. - The Company expects to incur increased expenses due to being a public company and for due diligence related to business combinations [153]. - The Company expects to incur significant professional and transaction costs in pursuit of a Business Combination [161]. - Management has raised substantial doubt about the Company's ability to continue as a going concern if the Business Combination is not completed by the extended deadline [162]. Business Combination and Related Agreements - The Merger Agreement with NaturalShrimp was terminated due to breaches by NaturalShrimp, with a $3 million termination fee demanded by the Company [150][151]. - The Company extended the deadline for completing a Business Combination to August 22, 2024, without additional deposits to the Trust Account [160]. - If a Business Combination is not completed by August 22, 2024, the Company will face mandatory liquidation and dissolution [162]. - The Company entered into Non-Redemption Agreements, transferring 299,340 shares valued at approximately $446,735 to third parties in exchange for not redeeming shares [165]. - The Company may need additional financing to complete its Business Combination or to redeem public shares [161]. Financial Position and Trust Account - As of June 30, 2024, the Company had outstanding promissory notes and convertible notes totaling $2,177,000 [149]. - The Company issued a total of $575,000 in unsecured promissory notes to extend the time for completing an initial business combination [137]. - A total of 7,414,905 shares were tendered for redemption, resulting in approximately $76,322,364 withdrawn from the Trust account [139]. - As of June 30, 2024, the Trust Account held marketable securities amounting to $8,127,916, which may be used for tax payments and business acquisitions [159]. - The Company has no off-balance sheet arrangements as of June 30, 2024 [164].

Financial Performance - The Company had a net loss of $41,580 for the three months ended March 31, 2024, primarily due to general and administrative expenses of $114,435 and franchise tax expense of $10,372, offset by interest income of $102,594 [151]. - For the three months ended March 31, 2023, the Company reported a net income of $71,378, with general and administrative expenses totaling $926,172 and interest earned on marketable securities amounting to approximately $1,252,103 [152]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [149]. Initial Public Offering (IPO) and Trust Account - The Company completed its IPO on April 22, 2022, raising gross proceeds of $100 million from the sale of 10 million units at $10.00 per unit [153]. - Following the IPO, the Company placed a total of $115 million in a trust account, which will be invested in U.S. government treasury bills or money market funds [155]. - As of March 31, 2024, the Company held marketable securities in the Trust Account amounting to $8,024,262 [156]. - The underwriters of the IPO are entitled to a cash underwriting discount of 2.0% of gross proceeds, amounting to $2,300,000, and a deferred fee of 3.5%, totaling $4,025,000, contingent on the completion of a Business Combination [164]. Business Combination and Financing - The Company entered into a Merger Agreement with NaturalShrimp Incorporated, which includes a provision for a breakup fee of $3 million if the agreement is terminated due to a default [133]. - During the September Special Meeting, stockholders approved an extension for the Company to complete a business combination until August 22, 2024, with 3,358,759 shares tendered for redemption, resulting in approximately $35,797,997 withdrawn from the Trust Account [138]. - The Company issued multiple unsecured promissory notes totaling $1,875,000 as of March 31, 2024, to cover working capital needs and extend the time for completing a business combination [146]. - The Company anticipates incurring increased expenses related to being a public company, including legal and compliance costs, as well as due diligence expenses for potential business combinations [150]. - The Company may need additional financing to complete its Business Combination or to redeem a significant number of public shares, potentially leading to the issuance of additional securities or incurring debt [158]. - If a Business Combination is not completed by August 22, 2024, the Company will face mandatory liquidation and dissolution [159]. Cash and Working Capital - As of March 31, 2024, the Company had cash of $84,500 outside the Trust Account and a working capital deficit of $4,023,969 [157]. - The Company made deposits of $120,000 to the Trust Account on five occasions from April to August 2023 to extend the time for completing a Business Combination to September 22, 2023 [157]. Agreements and Arrangements - The Company entered into Non-Redemption Agreements with third parties, resulting in the transfer of 299,340 shares valued at approximately $446,735, averaging $1.49 per share [162]. - The Company has agreed to pay the Sponsor $10,000 per month for administrative services, with payments deferred until the consummation of the Business Combination [163]. - The Company has no off-balance sheet arrangements as of March 31, 2024, and does not participate in transactions that create relationships with unconsolidated entities [161]. Accounting and Compliance - The Company has not identified any critical accounting estimates that could materially differ from actual results [166]. - The Company is assessing the impact of ASU 2023-09 on its financial position, which requires annual disclosure of specific categories in an entity's effective tax rate reconciliation [173].

Financial Performance - As of December 31, 2023, the company reported a net income of $1,429,419, which included interest income of $2,788,029 and other income of $635,100, offset by total expenses of $1,993,710[77]. - Net income for the year ended December 31, 2023, was $1,429,419, compared to $145,189 in 2022, indicating a substantial growth[203]. - Basic and diluted net income per share for common stock was $0.17 in 2023, up from $0.01 in 2022[203]. - Interest income increased to $2,788,029 in 2023 from $1,651,461 in 2022, reflecting improved financial management[203]. - The Company recorded $635,100 as other income from extension fees received from NaturalShrimp[234]. IPO and Capital Structure - The company generated gross proceeds of $100,000,000 from the IPO of 10,000,000 units at an offering price of $10.00 per unit on April 22, 2022[78]. - The underwriters fully exercised the over-allotment option, purchasing an additional 1,500,000 units at a price of $10.00 per unit, generating gross proceeds of $15,000,000[79]. - A total of $115,000,000 from the IPO and private placements was deposited in a trust account for the benefit of public stockholders[57]. - Total transaction costs for the IPO amounted to $6,764,402, including $2,300,000 in underwriting fees[216]. - The Company completed its IPO on April 22, 2022, raising gross proceeds of $100 million from the sale of 10,000,000 Public Units at $10.00 per unit[214]. Business Combination and Future Plans - The company entered into a merger agreement with NaturalShrimp Incorporated, which includes issuing 17.5 million shares of common stock to former security holders of the target[61]. - As of the September Special Meeting, stockholders approved an extension for the company to complete a business combination until August 22, 2024[66]. - If a Business Combination is not completed by August 22, 2024, the Company will face mandatory liquidation and dissolution[85]. - The Company intends to use funds from the Trust Account primarily for acquiring a target business and covering related expenses[81]. - The Company may need additional financing to complete its Business Combination or to redeem public shares, which could involve issuing more securities or incurring debt[84]. Financial Position and Assets - As of December 31, 2023, total assets decreased to $8,574,213 from $116,982,661 in 2022, indicating a significant decline in the company's financial position[199]. - Current assets increased to $652,395 in 2023 from $331,200 in 2022, primarily driven by cash growth[199]. - Cash balance rose to $652,395 in 2023 compared to $235,864 in 2022, reflecting improved liquidity[199]. - Investments held in the Trust Account decreased to $7,921,818 in 2023 from $116,651,461 in 2022, indicating a substantial reduction in available investment capital[199]. - The Company has not raised additional capital needed to fund operations and complete any business combination, which poses a risk to its future[194]. Internal Controls and Governance - The Company lacks sufficient internal controls, including segregation of duties and controls over financial reporting, which raises concerns about its ability to prevent material misstatements[103]. - Management has identified material weaknesses in internal controls that need remediation before being considered effective[107]. - The audit committee consists of independent directors and is responsible for reviewing financial statements and ensuring compliance with applicable laws[124]. - The compensation committee, also composed of independent directors, evaluates and approves executive compensation based on performance[132]. - The company has adopted a code of ethics applicable to all executive officers, directors, and employees[135]. Risks and Challenges - If the Company cannot complete a Business Combination by August 22, 2024, it will cease operations except for liquidation purposes[238]. - The ongoing conflicts, including Russia/Ukraine and Hamas/Israel, may materially affect the Company's ability to consummate a Business Combination[240]. - The financial statements do not include adjustments related to uncertainties about the Company's ability to continue as a going concern[238]. - The Company recorded an excise tax liability of $1,121,204 as of December 31, 2023, due to redemptions by public stockholders[243]. Management and Leadership - Hui Chen has been the Chief Executive Officer and director since December 2021, with a background in computer science and law, and has experience with Fortune 500 companies[116]. - Robert L. Labbe has served as Chief Financial Officer since December 2021, bringing over 30 years of real estate finance experience[117]. - The board includes three independent directors: Brandon Miller, Daniel M. McCabe, and Michael Lazar, ensuring compliance with Nasdaq's independence requirements[122]. Shareholder Matters - The Company issued 2,875,000 shares of common stock to the Initial Stockholders for an aggregate consideration of $25,000[160]. - As of March 7, 2023, Hui Chen holds 3,201,833 shares, representing 81.17% of the outstanding common stock[157]. - The Initial Stockholders have agreed not to transfer their Insider Shares until certain conditions are met, including a stock price of $12.50 per share for 20 trading days[161]. - The insiders have agreed to vote shares in favor of the initial business combination and waive rights to amounts held in the trust account if the combination is not completed in time[144].

Financial Performance - The Company reported a net income of $866,518 for the three months ended September 30, 2023, compared to $248,109 for the same period in 2022, reflecting an increase of approximately 248%[152] - For the nine months ended September 30, 2023, the Company achieved a net income of $1,176,792, up from $227,889 in the same period of 2022, representing a growth of approximately 417%[153] Marketable Securities and Working Capital - As of September 30, 2023, the Company had marketable securities held in the Trust Account amounting to $43,539,360, with $1,140,505 withdrawn for tax payments[158] - The Company has a working capital deficit of $3,434,873 as of September 30, 2023, excluding stockholder redemption payable and income tax and franchise tax payable[159] IPO and Share Issuance - The Company completed its IPO on April 22, 2022, raising gross proceeds of $100,000,000 from the sale of 10,000,000 units at $10.00 per unit[155] - The Company issued 17.5 million shares of common stock to former security holders of NaturalShrimp as part of a merger agreement[136] Redemption and Trust Account - A total of 7,414,905 shares were tendered for redemption, resulting in approximately $76,322,364 withdrawn from the Trust Account[140] - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value[169] Business Combination Plans - The Company extended the deadline for completing a business combination to August 22, 2024, without requiring additional funds to be deposited into the Trust Account[141] - The Company anticipates incurring significant costs in pursuing its acquisition plans and does not guarantee the success of completing a business combination[135] - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[150] - The Company expects to incur significant professional costs to remain publicly traded and significant transaction costs for a Business Combination[161] - If the Company cannot complete a Business Combination by August 22, 2024, it will cease operations except for liquidation purposes[162] Off-Balance Sheet Arrangements - As of September 30, 2023, the Company has no off-balance sheet arrangements[163] Administrative Services and Fees - The Company intends to pay the Sponsor $10,000 per month for administrative services, with payments deferred until the Business Combination[164] - Upon closing a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the IPO gross proceeds, totaling $2,300,000, and a deferred fee of 3.5%, totaling $4,025,000[165] Future Offerings and Rights - The Company granted Chardan a right of first refusal for future public and private equity and debt offerings for 18 months post-Business Combination[166] Equity and Liability Classification - Warrants are assessed for equity or liability classification based on specific terms, with Public and Private Warrants qualifying for equity accounting treatment[171] - Net income per share is calculated by dividing net income by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[172] Offering Costs - Offering costs related to the IPO were charged to stockholders' equity upon completion, including underwriting and legal expenses[174]

Financial Performance - The Company had a net income of $238,896 for the three months ended June 30, 2023, compared to a net loss of $20,219 for the same period in 2022[155]. - For the six months ended June 30, 2023, the Company reported a net income of $310,274, while in the same period of 2022, it had a net loss of $20,219[156]. IPO and Proceeds - The Company raised gross proceeds of $100 million from its IPO by issuing 10 million units at $10.00 per unit[157]. - An additional $15 million was generated from the full exercise of the underwriters' over-allotment option, bringing total gross proceeds to $115 million placed in a Trust Account[158]. Trust Account and Securities - As of June 30, 2023, the Company had marketable securities in the Trust Account amounting to $42,962,341[161]. - The Company incurred a working capital deficit of $3,399,349 as of June 30, 2023[162]. Business Combination and Merger - The Company plans to issue 17.5 million shares of common stock to former security holders of NaturalShrimp upon the completion of the merger[139]. - A breakup fee of $3 million is due to the Company if the Merger Agreement is terminated due to a default by NaturalShrimp[139]. - The proposed business combination with NaturalShrimp is expected to close in the second quarter of 2023, subject to various approvals[141]. - The Company has extended the deadline to complete a business combination to September 22, 2023, with the possibility of further extensions until April 22, 2024[162]. - The Company expects to incur significant professional costs to remain publicly traded and may need additional financing for its Business Combination[163]. - If the Company cannot complete a Business Combination by April 22, 2024, it will cease operations and liquidate, raising substantial doubt about its ability to continue as a going concern[164]. Financial Arrangements - The Company has no off-balance sheet arrangements as of June 30, 2023, and does not participate in transactions that create relationships with unconsolidated entities[166]. - The Company intends to pay the Sponsor a total of $10,000 per month for administrative services, with payments deferred until the consummation of the Business Combination[167]. - Upon closing of a Business Combination, underwriters will receive a cash underwriting discount of 2.0% of the gross proceeds of the IPO, totaling $2,300,000, and a deferred fee of 3.5%, totaling $4,025,000[168]. - The Company has granted a right of first refusal to Chardan for 18 months post-Business Combination for future public and private equity and debt offerings[169]. Accounting and Financial Reporting - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments[171]. - The Company accounts for warrants based on specific terms, determining whether they are equity-classified or liability-classified instruments[173]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[175]. - The Company is assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023[177].

IPO and Capital Raising - The Company completed its IPO on April 22, 2022, raising gross proceeds of $100 million from the sale of 10 million units at $10.00 per unit[142]. Financial Performance - For the three months ended March 31, 2023, the Company reported a net income of $71,378, despite incurring general and administrative expenses of $886,227[140]. - The Company has a working capital deficit of $2,028,347 as of March 31, 2023, excluding income tax and franchise tax payable[146]. Marketable Securities and Trust Account - As of March 31, 2023, the Company had marketable securities held in the Trust Account amounting to $118,558,173, with interest income used to pay taxes[145]. - A total of 7,414,905 shares were tendered for redemption during a special meeting, resulting in approximately $76.32 million withdrawn from the Trust Account[135]. Business Combination Plans - The proposed business combination with NaturalShrimp is expected to close in the second quarter of 2023, pending customary closing conditions[132]. - The Company plans to issue 17.5 million shares of common stock to former security holders of NaturalShrimp upon the closing of the merger[130]. - The Company has incurred significant costs in pursuing acquisition plans and cannot assure the success of completing a business combination[129]. - The Company issued unsecured promissory notes totaling $1,025,000 to extend the time for completing the business combination[133][136][137]. - If a business combination is not completed by April 22, 2024, the Company will face mandatory liquidation and dissolution[147]. Equity and Financial Reporting - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, affecting the carrying value adjustments at the end of each reporting period[154]. - Warrants are assessed for equity or liability classification based on specific terms, with those qualifying for equity recorded as additional paid-in capital at issuance[156]. - Net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding, with redeemable and non-redeemable shares presented as one class[158]. - Offering costs related to the IPO are charged to stockholders' equity upon completion, allocated between public shares and public rights based on relative fair values[159]. Accounting Standards and Management Assessment - The company is assessing the impact of ASU 2020-06, effective for smaller reporting companies after December 15, 2023, which simplifies accounting for certain financial instruments[160]. - Management believes that no other recently issued accounting pronouncements will have a material effect on the financial statements[161].

Financial Performance - The company had a net income of $145,189 for the year ended December 31, 2022, despite incurring a loss of approximately $1,196,341 from general and administrative expenses[63]. - The company has a working capital deficit of $301,331 as of December 31, 2022, excluding income tax and franchise tax payable[69]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[60]. IPO and Capital Raising - The company completed an IPO of 10,000,000 units at an offering price of $10.00 per unit, generating gross proceeds of $100,000,000[65]. - The company incurred a cash underwriting discount of 2.0% of the gross proceeds of the IPO, totaling $2,300,000[74]. - The company incurred offering costs primarily related to underwriting, legal, accounting, and other expenses associated with the IPO, which were charged to stockholders' equity upon completion[81]. Trust Account and Securities - As of December 31, 2022, the company had marketable securities held in the Trust Account amounting to $116,651,461[68]. - The company has deposited $1,150,000 into the Trust Account to extend the time to complete the business combination until April 22, 2023[58]. Business Combination Plans - The company plans to issue 17.5 million shares of common stock to the former security holders of the target company upon the closing of the business combination[55]. - The company expects to incur significant costs related to being a public company and pursuing a business combination[62]. - The company has a promissory note of $250,000 issued to the sponsor to meet working capital needs, maturing upon the closing of a business combination[59]. Accounting Standards - The Financial Accounting Standards Board issued ASU 2020-06 to simplify accounting for certain financial instruments, effective for smaller reporting companies for fiscal years beginning after December 15, 2023[83]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[83]. - Management does not believe that any other recently issued accounting pronouncements would have a material effect on the company's financial statements[84].