Business Combination and Compliance - The company must complete its initial business combination by May 14, 2024, or it will cease operations and liquidate, raising substantial doubt about its ability to continue as a going concern [70]. - If the initial business combination is not completed, public stockholders may only receive 10.175pershareuponredemption,whichcouldbelessincertaincircumstances[73].−ThecompanyhasextendedthedeadlineforcompletingabusinesscombinationfromNovember14,2023,toFebruary14,2024,withpotentialfurtherextensionstoMay14,2024,contingentuponadditionaldepositsintotheTrustAccount[104].−Thecompanymustcompletebusinesscombinationswithanaggregatefairmarketvalueofatleast805,000,001 after the redemption [205]. - The company’s Sponsor, officers, and directors have waived rights to liquidating distributions from the Trust Account for founder shares if the initial business combination is not completed within the specified timeframe [203]. - Claims against the Trust Account may have higher priority than claims from public stockholders, potentially reducing the actual redemption amount received [206]. - The company intends to redeem public shares as soon as reasonably possible following the 15th month after the IPO, which may expose stockholders to potential liabilities [211]. - The company cannot assure that the actual value of the per share redemption price will not be less than 10.175perpublicshareduetopotentialclaimsbycreditors[212].−Thecompanyhasnotreservedforindemnificationobligationsrelatedtoclaimsbythirdparties,whichmayaffecttheTrustAccount[208].−Ifbankruptcyoccurs,theproceedsheldintheTrustAccountcouldbesubjecttoclaimsofthirdparties,potentiallyimpactingstockholderreturns[212].−Stockholderscouldbeliableforclaimstotheextentofdistributionsreceived,whichmayextendbeyondthethirdanniversaryofthedissolutiondate[211].FinancialManagementandReporting−AsofApril16,2024,thecompanyreplacedapproximately562,000 in funds that were improperly used for operating expenses, ensuring compliance with the Trust Agreement [76]. - A total of 3,432,046 shares were tendered for redemption at a price of approximately 10.49pershare,resultinginanaggregateredemptionamountof35,995,727.58 [77]. - The company deposited 60,000intotheTrustAccountonFebruary9,March12,andApril9,2024,aspartofitsextensionstrategyforthebusinesscombinationdeadline[77].−Thecompanyhasdeposited180,000 into the Trust Account as part of the extension agreement [104]. - As of December 31, 2023, the company had 34,535,106availableintheTrustAccountforaninitialbusinesscombinationafterpaying2,070,000 in deferred underwriting fees [127]. - The aggregate market value of the voting stock held by non-affiliates of the Registrant on June 30, 2023, was approximately 70.794millionbasedonaclosingpriceof10.26 per share [218]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2023 [352]. - Management believes that the financial statements included in the Annual Report present fairly the financial position and results of operations for the period presented [352]. Strategic Focus and Management - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business or businesses [90]. - The company plans to focus on acquiring a healthcare holding company with interests in biopharmaceuticals, medical devices, and healthcare technology, emphasizing a diversified portfolio approach [113]. - The management strategy includes strong financial management and regulatory expertise to navigate the healthcare industry's complexities [115]. - The management team has developed a broad network of contacts in the healthcare and biotechnology industry, which will aid in identifying potential business combination targets [122]. - The company intends to focus its search for an initial business combination in a single industry, which may expose it to risks associated with a lack of diversification [136]. - The company may seek to recruit additional managers to enhance the management of the target business post-combination [138]. - The company has committed to a monthly payment of 7,500toBellevueCapitalManagementLLCforadvisoryservicesrelatedtotheinitialbusinesscombination[102].ComplianceandRegulatoryMatters−ThecompanysubmittedaplantoNasdaqtoregaincompliancewiththeMinimumPublicHoldersRequirementafterbeingnotifieditnolongermettherequirement[85].−ThecompanyhasuntilJune21,2024,toregaincompliancewithNasdaqListingRule5605(c)(2)(A)followingadirector′sresignation[83].−Thecompanyisclassifiedasan"emerginggrowthcompany,"allowingittotakeadvantageofcertainreportingexemptions[97].−Thecompanyisclassifiedasa"smallerreportingcompany"andwillmaintainthisstatusuntilitmeetscertainrevenueandmarketvaluethresholds,specifically250 million in market value or 100millioninannualrevenues[98].−ThecompanyisevaluatingitsBoardandAuditCommitteecompositiontocomplywithNasdaq′srequirements[110].FundingandFinancialResources−Thecompanyissuedanunsecuredpromissorynotefor1,200,000 to fund working capital, payable by December 31, 2024, or upon consummation of a Business Combination [112]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial business combination [159]. - The company is not currently a party to any binding agreement for raising additional funds through the sale of securities [159]. - The company will fund all costs and expenses associated with its dissolution from amounts held outside the Trust Account, with a potential request for up to $100,000 of accrued interest if necessary [187]. - The company aims to have all vendors and service providers execute agreements waiving claims to the Trust Account, but there is no guarantee that such agreements will be executed [188]. - The company anticipates that its Sponsor, officers, and directors may identify stockholders for privately negotiated purchases [172].
