| COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of
the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of
the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty. Various social and political circumstances in
the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and
China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with
other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes
and global health epidemics) may also contribute to increased market volatility, and economic uncertainties or deterioration in the U.S.
and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the
Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the U.S. and other
counties have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls,
tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a
Business Combination and the value of the Company’s securities. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its
stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased
at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the
fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered
into on February 11, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion
of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants
that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration
rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares
of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration
demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company
to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides
that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until
termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement
provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection
with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit,
or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely
in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On June 23, 2023,
the underwriters have agreed to waive $8,105,000 of the deferred fee upon consummation of the business combination with Spectral MD, as
described below. The total deferred fee upon consummation of the business combination agreement will be $750,000. Termination of the Previously Announced
Business Combination Agreement On March 11, 2022, the Company, GT Gettaxi Listco,
GT Gettaxi Limited, GT Gettaxi SPV, GT Gettaxi Merger Sub 1, Gett Merger Sub, Inc., and Dooboo Holding Limited, and Merger Sub entered
into a Termination of the Business Combination Agreement pursuant to which the parties mutually agreed to terminate the Business Combination
Agreement, effective immediately. As per the Company’s Current Report on Form 8-K filed with the SEC on November 11, 2021, the Company
requested that the target’s management undertake a thorough analysis of its financial projections. Following the conclusion of that
process, and extensive mutual efforts to negotiate an appropriate valuation adjustment, both parties agreed to terminate the Business
Combination Agreement. As a result of the termination of the Business
Combination Agreement, the Business Combination Agreement is of no further force and effect, and certain transaction agreements entered
into in connection with the Business Combination Agreement, including, but not limited to, the Investors’ Rights Agreement, dated
as of November 9, 2021, and to be effective as of the closing of the Business Combination, by and among the Company, a Delaware limited
liability company, and certain holders, will either be terminated or no longer be effective, as applicable, in accordance with their respective
terms. Proposed Business Combination with Spectral
MD On April 11, 2023, the Company entered into a
Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, Spectral MD Holdings, Ltd.,
a Delaware corporation (“Spectral MD”), Ghost Merger Sub I Inc., a Delaware corporation and a direct, wholly owned subsidiary
of the Company (“Merger Sub I”), and Ghost Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned
subsidiary of the Company (“Merger Sub II”), pursuant to which, Merger Sub I will be merged with and into Spectral MD, with
Spectral MD surviving as a wholly owned subsidiary of the Company (the “First Merger”), and immediately following the First
Merger, Spectral MD will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of the Company. The Business Combination Agreement The Business Combination Agreement provides that,
among other things and upon the terms and subject to the conditions thereof, the following transactions will occur:
(i) at
the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), upon the terms and subject
to the conditions of the Business Combination Agreement, in accordance with applicable provisions of the Delaware General Corporation
Law (“DGCL”) and the Delaware Limited Liability Corporation Act (“DLLCA”), Merger Sub I will merge with and into
Spectral MD, with Spectral MD surviving as a wholly owned subsidiary of the Company (the “First Merger”), and immediately
following the First Merger, Spectral MD will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary
of the Company (the “Second Merger”, and together with the First Merger, the “Mergers”);
(ii) at
the Closing, the Company will be renamed to a name substantially similar to Spectral MD, Inc. and is referred to herein as “New
Spectral MD”;
(iii) as
a result of the Mergers, among other things, all shares of capital stock of Spectral MD outstanding, other than with respect to Spectral
MD options or restricted stock unit awards, as of immediately prior to the effective time of the Mergers, will be canceled and automatically
converted into the right to receive shares of common stock of New Spectral MD (“New Spectral MD Common Stock”) as set forth
on the Payment Spreadsheet (as defined in the Business Combination Agreement);
(iv) as
a result of the Mergers, each Spectral MD option outstanding as of immediately prior to the effective time of the Mergers will be converted
into the right to receive a New Spectral MD option, subject to certain exceptions and conditions as set forth in the Business Combination
Agreement; and
(v) as
a result of the Mergers, each Spectral MD restricted stock unit award outstanding as of immediately prior to the effective time of the
Mergers will be converted into the right to receive a New Spectral MD restricted stock unit award, subject to certain exceptions and
conditions as set forth in the Business Combination Agreement. The board of directors of Spectral MD has unanimously
(i) approved and declared advisable the Business Combination Agreement, the Mergers and the other transactions contemplated thereby and
(ii) resolved to recommend to the stockholders of Spectral MD their approval of the Business Combination Agreement, the ancillary agreements
and related matters. Conditions to Closing The Business Combination Agreement is subject
to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Mergers and related
agreements and transactions by the stockholders of Spectral MD and the stockholders of the Company, (ii) effectiveness of the proxy statement/registration
statement on Form S-4 to be filed by the Company in connection with the Mergers, (iii) expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) the absence of any law or order enjoining or prohibiting the Mergers, (v)
receipt of approval for listing on the Nasdaq Capital Market (or another mutually agreed stock exchange) of the shares of New Spectral
MD Common Stock to be issued in connection with the Mergers and (vi) the bringdown of representations, warranties and covenants of the
other party, subject to certain materiality qualifiers. In addition, the obligation of Spectral MD to
consummate the Mergers is subject to the fulfillment of other closing conditions, including, but not limited to, the delivery by the Company
of (i) an officer’s certificate delivered pursuant to the terms of the Business Combination Agreement, (ii) duly executed letters
of resignation from the directors and officers of the Company and (iii) no Parent Material Adverse Effect (as defined in the Business
Combination Agreement) having occurred since the date of the Business Combination Agreement. The obligation of the Company to consummate
the Mergers is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the delivery by Spectral MD
of an officer’s certificate delivered pursuant to the terms of the Business Combination Agreement, (ii) the effective cancellation
of the admission of Spectral MD common stock to the Alternative Investment Market and (iii) no Company Material Adverse Effect (as defined
in the Business Combination Agreement) having occurred since the date of the Business Combination Agreement. Termination The Business Combination Agreement may be terminated
under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by the mutual written consent
of the Company and Spectral MD; (ii) by the Company, subject to certain exceptions, if any of the representations or warranties of Spectral
MD are not true and correct or if Spectral MD fails to perform any of its respective covenants or agreements under the Business Combination
Agreement (including an obligation to consummate the Closing), in each case, such that certain conditions to the obligations of the Company
could not be satisfied and the breach of such representations or warranties or failure to perform such covenants or agreements is not
cured or cannot be cured within the earlier of (a) thirty (30) days after written notice thereof, and (b) September 30, 2023 (the “Termination
Date”); (iii) by Spectral MD, subject to certain exceptions, if any of the representations or warranties made by the Company, Merger
Sub I or Merger Sub II (together, the “Company Parties”) are not true and correct or if any Company Party fails to perform
any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing), in each
case, such that certain conditions to the obligations of Spectral MD could not be satisfied and the breach of such representations or
warranties or failure to perform such covenants or agreements is not cured or cannot be cured within the earlier of (a) thirty (30) days
after written notice thereof, and (b) the Termination Date; (iv) by either the Company or Spectral MD, if the transactions contemplated
by the Business Combination Agreement have not been consummated on or prior to the Termination Date, unless the breach of any covenants
or obligations under the Business Combination Agreement by the party seeking to terminate principally caused the failure to consummate
the transactions contemplated by the Business Combination Agreement; (v) by either the Company or Spectral MD, if any governmental entity
has issued an order or taken any other action that has the effect of making the transactions contemplated by the Business Combination
Agreement illegal or otherwise preventing or prohibiting consummation of the Mergers and such order or other action has become final and
non-appealable; (vi) by the Company if the Company Requisite Approvals (as defined in the Business Combination Agreement) shall not have
been obtained within two business days after the registration statement has been declared effective; and (vii) by Spectral MD, if the
Company board of directors (x) shall have made a Change in Recommendation (as defined in the Business Combination Agreement) or (y) shall
have failed to include the Company board of director recommendation in the proxy statement distributed to the Company stockholders. Amended and Restated Registration Rights and
Lock-Up Agreement The Business Combination Agreement contemplates
that, at the Closing, New Spectral MD, the Sponsor, the Company’s initial stockholders, certain stockholders of Spectral MD and
certain of each of their respective affiliates, as applicable, and the other parties thereto, will enter into an Amended and Restated
Registration Rights and Lock-Up Agreement (the “Registration Rights Agreement”), pursuant to which New Spectral MD will agree
to register for resale pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares
of New Spectral MD Common Stock and other equity securities of New Spectral MD that are held by the parties thereto from time to time
and the parties thereto will be provided with customary demand and piggyback registration rights. Additionally, the Registration Rights Agreement
contains certain restrictions on transfer with respect to (i) shares of New Spectral MD Common Stock and any other equity securities convertible
into or exercisable or exchangeable for shares of New Spectral MD Common Stock immediately following the Closing (other than any shares
purchased in the public market). Such restrictions begin at the Closing and end on the date that is 180 days after Closing. Sponsor Letter Agreement On April 11, 2023, the Sponsor, the Company and
Spectral MD entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, among other things,
the Sponsor agreed to: (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby; (ii) vote against
an arrangement, merger, amalgamation, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution
or winding up of the Company; (iii) vote against any changes in the business, management or the Company’s board other than as required
to effect the Transactions (as defined in the Business Combination Agreement); and (iv) vote against any action, agreement or transaction
or proposal that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company, Merger Sub I or Merger Sub II under the Business Combination Agreement or that would reasonably be expected
to result in the failure of the Transactions from being consummated in each case, on the terms and subject to the conditions set forth
of the Sponsor Letter Agreement. In addition, the Sponsor agreed to (i) not redeem or elect to redeem or tender or submit any of its Subject
Parent Equity Securities (as defined in the Sponsor Letter Agreement) and (ii) not, directly or indirectly, (a) sell, assign, transfer,
pledge, dispose of or otherwise encumber any of the Subject Parent Equity Securities held by the Sponsor, (b) deposit any Subject Parent
Equity Securities held by the Sponsor into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power
of attorney with respect to any Subject Parent Equity Securities held by the Sponsor that is inconsistent with the Sponsor Letter Agreement,
or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any Subject Parent Equity Securities held by the Sponsor. The Sponsor has agreed to surrender and forfeit
to the Company the Private Placement Warrants (as defined in the Sponsor Letter Agreement). In addition, the Sponsor and the Company,
two days prior to the Closing, will notify Spectral MD if the accrued and unpaid Parent Expenses (as defined in the Sponsor Letter Agreement)
that are then outstanding are expected to exceed $3,250,000 (the “Excess Expense Amount”). At Closing, the Sponsor will take
necessary actions such that the Sponsor Credit (as defined in the Sponsor Letter Agreement) equals or exceeds the Excess Expense Amount,
provided that Sponsor will not be required to invest in the Sponsor PIPE (as defined below) if Sponsor elects to forfeit 750,000 Sponsor
Shares (as defined below). The Sponsor will be entitled to a $5.00 credit against the Excess Expense Amount for each Sponsor Share that
the Sponsor forfeits and surrenders prior to the Closing. The Sponsor will be entitled to credit, dollar for dollar, the total amount
of the aggregate investment made by the Sponsor or its affiliates in any private placement or other cash investment or contribution to
Spectral MD or the Company (the “Sponsor PIPE”) against the Excess Expense Amount. The Sponsor and its affiliates will receive
one share of Company Class A common stock, par value $0.0001 per share, for each $10.00 invested in the Sponsor PIPE, and the Sponsor
PIPE will otherwise be on the same terms as the other investors in the private placement. At Closing, the Sponsor is entitled to retain
the Class B shares of common stock of the Company held by the Sponsor (the “Sponsor Shares”) corresponding to certain monetary
thresholds of the amounts raised in the transactions. If the Parent Closing Cash (as defined in the Sponsor Letter Agreement) is (i) less
than $10 million, the Sponsor will forfeit and surrender a number of Sponsor Shares so that the Sponsor holds 750,000 Sponsor Shares;
(ii) greater than or equal to $10 million, but less than $20 million, the Sponsor will forfeit and surrender a number of Sponsor Shares
so that the Sponsor holds 1,000,000 Sponsor Shares; (iii) greater than $20 million, but less than $30 million, the Sponsor will forfeit
and surrender a number of Sponsor Shares so that the Sponsor holds 1,250,000 Sponsor Shares; or (iv) greater than $30 million, the Sponsor
will forfeit and surrender a number of Sponsor Shares so that the Sponsor holds 1,500,000 Sponsor Shares. In no event will the Sponsor
hold more than 1,500,000 Sponsor Shares, in each case, excluding the Sponsor PIPE. Stockholder Support Agreement On April 11, 2023, the Company, Spectral MD and
Key Company Stockholders (as defined in the Stockholder Support Agreement) entered into a Stockholder Support Agreement (the “Stockholder
Support Agreement”), pursuant to which, among other things each Key Company Stockholder agrees to vote all of such holder’s
shares (a) in favor of the approval and adoption of the Business Combination Agreement, the Mergers, and the other Transactions (including
the amendment to the Amended and Restated Spectral MD Certificate of Incorporation, and Spectral MD’s delisting from AIM) and (b)
against any action, agreement or transaction or proposal that would reasonable be expected to result in a breach of any covenant, representation
or warranty or any other obligation or agreement of Spectral MD under the Business Combination Agreement or that would reasonably be expected
to result in the failure of the Transactions from being consummated. |
