Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $282,208, driven by interest income of $1,069,340, offset by operating costs of $569,734 and an income tax provision of $213,175[104]. - For the nine months ended September 30, 2023, the company achieved a net income of $6,131,847, with interest income totaling $9,940,721, while operating costs were $1,753,314 and income tax provision was $2,042,891[104]. - The company incurred cash used in operating activities of $2,265,670 for the nine months ended September 30, 2023, compared to $1,626,326 for the same period in 2022[107][108]. Cash and Securities - As of September 30, 2023, the company had cash and marketable securities in the Trust Account amounting to $83,271,718, a decrease from $348,005,679 as of December 31, 2022[109]. - Following the Special Meeting on June 23, 2023, stockholders redeemed 26,499,201 Public Shares, leaving 8,000,799 Public Shares outstanding and $82,262,411 remaining in the Trust Account[102]. Working Capital and Liabilities - The company has a working capital deficit of approximately $7.9 million as of September 30, 2023, with current liabilities of approximately $8.6 million[113]. - The company has no long-term debt or significant liabilities, only a monthly fee of $16,667 to an affiliate for administrative services, effective until July 13, 2024, or until the completion of the Initial Business Combination[118]. Business Operations and Future Plans - The company expects to continue incurring significant costs in pursuit of acquisition plans and has access to funds from the Sponsor to meet working capital needs until a potential business combination is completed[111][116]. - 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[103]. Financing and Fees - The company closed its Initial Public Offering on July 13, 2021, generating gross proceeds of approximately $353.8 million from the sale of 30,000,000 Units at $10.00 per Unit and additional Private Placement Warrants[106]. - The underwriters are entitled to a deferred fee of $12,075,000, which will be waived if the Initial Business Combination is not completed[118]. Risk and Controls - As of September 30, 2023, the company is not subject to any market or interest rate risk, with investments in U.S. government treasury bills and money market funds[123]. - The company conducted an evaluation of its disclosure controls and procedures, concluding they were effective as of the end of the fiscal quarter[124]. - There were no changes in internal control over financial reporting during the fiscal quarter ended September 30, 2023, that materially affected the internal control[126]. - The company has not been involved in any legal proceedings[128]. Off-Balance Sheet Financing - The company has no off-balance sheet financing arrangements as of September 30, 2023, and does not participate in transactions that create relationships with unconsolidated entities[117].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $2,472,590, driven by interest income of $4,007,089 from investments held in the Trust Account[109]. - For the six months ended June 30, 2023, the company achieved a net income of $5,849,639, with total interest income of $8,871,381[109]. - The company incurred cash used in operating activities of $1,912,670 for the six months ended June 30, 2023, primarily due to operating costs[112]. Trust Account and Shareholder Activity - As of June 30, 2023, the company had cash and marketable securities in the Trust Account amounting to $82,595,458, down from $348,005,679 as of December 31, 2022[114]. - Following the Special Meeting on June 23, 2023, stockholders redeemed 26,499,201 Public Shares, leaving 8,000,799 Public Shares outstanding and $82,262,411 remaining in the Trust Account[107]. Financial Position and Liabilities - The company had a working capital deficit of approximately $7.5 million and current liabilities of approximately $7.6 million as of June 30, 2023[118]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $16,667 to an affiliate for administrative services, effective until July 13, 2024, or until the completion of the Initial Business Combination[123]. - The underwriters are entitled to a deferred fee of $12,075,000, which will be waived if the Initial Business Combination is not completed[123]. Business Operations and Future Outlook - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of success in raising capital or completing its Initial Business Combination[105]. - Management has determined that if the company is unsuccessful in consummating an Initial Business Combination, it may face mandatory liquidation and substantial doubt about its ability to continue as a going concern[119]. Risk and Compliance - As of June 30, 2023, the company is not subject to any market or interest rate risk, with investments in U.S. government treasury bills and money market funds[128]. - The company conducted an evaluation of its disclosure controls and procedures, concluding they were effective as of June 30, 2023[129]. - There were no changes in internal control over financial reporting during the fiscal quarter ended June 30, 2023, that materially affected the internal control[131]. - The company has not been involved in any legal proceedings[133]. Financing Arrangements - The company has no off-balance sheet financing arrangements as of June 30, 2023, and does not participate in transactions that create relationships with unconsolidated entities[122]. - The company closed its Initial Public Offering on July 13, 2021, generating gross proceeds of approximately $353.8 million from the sale of 30,000,000 Units and Private Placement Warrants[110].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $3,377,049, driven by interest income of $4,864,292 from investments held in the Trust Account, offset by operating costs of $483,406 and an income tax provision of $999,614[98]. - The company incurred a working capital deficit of approximately $5.0 million as of March 31, 2023, with current liabilities of approximately $5.3 million[106]. - The company has not engaged in any operations or generated revenues to date, with activities focused on preparing for the Initial Public Offering and identifying a target company for an Initial Business Combination[97]. Trust Account and Investments - As of March 31, 2023, the company had cash and marketable securities in the Trust Account totaling $352,763,257, including approximately $4,864,292 of interest income[102]. - The net proceeds from the Initial Public Offering have been invested in U.S. government treasury bills, notes, or bonds with a maturity of 185 days or less[115]. - The company has also invested in certain money market funds that invest solely in U.S. treasuries[115]. - Due to the short-term nature of these investments, the company believes there will be no associated material exposure to interest rate risk[115]. Initial Public Offering and Capital Plans - The company generated gross proceeds of approximately $353.8 million from its Initial Public Offering and related transactions, including $300 million from the sale of 30,000,000 Units at $10.00 per Unit[99][100]. - The company plans to use substantially all funds in the Trust Account to complete its Initial Business Combination, with the remaining proceeds intended for working capital and growth strategies[102]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful capital raising or completion of the Initial Business Combination[96]. Financing and Obligations - The company has executed four promissory notes totaling $3,300,000 with its Sponsor to satisfy working capital requirements since the Initial Public Offering[104]. - The company has a contractual obligation to pay a monthly fee of $16,667 to an affiliate of the Sponsor for administrative services, continuing until the earlier of the completion of the Initial Business Combination or liquidation[109]. - The company has no off-balance sheet financing arrangements as of March 31, 2023, and does not participate in transactions that create relationships with unconsolidated entities[108]. Risk Factors - As of March 31, 2023, the company was not subject to any market or interest rate risk[115].

Fundraising and Financial Position - The company raised a total of $300 million from its Initial Public Offering (IPO) by selling 30 million units at $10.00 per unit[19]. - An additional $45 million was generated from the sale of 4.5 million Over-Allotment Units at the same price during the over-allotment option exercise[21]. - The total amount held in the trust account after the IPO and over-allotment was approximately $345 million, including underwriters' deferred discounts[21]. - The company has up to $332.925 million available for a business combination after paying $12.075 million in deferred underwriting commissions[38]. - The anticipated cash amount in the trust account is approximately $10.00 per public share, which will be available for redemption by public stockholders[59]. - The company expects to have access to approximately $600,000 from the Initial Public Offering proceeds to cover potential claims and estimated liquidation costs of around $100,000[84]. - As of December 31, 2022, approximately $106,393 was available outside the trust account to fund working capital requirements[152]. - The company has up to $345,600,000 available from the Initial Public Offering and the sale of Private Placement Warrants to complete its business combination and pay related fees and expenses[198]. - $12,075,000 of the proceeds is allocated for payment of deferred underwriting commissions[198]. Business Combination Strategy - The company aims to focus on infrastructure and related sectors for its initial business combination, leveraging the significant investment trends in this area, which saw fundraising increase from $45 billion in 2007 to $98 billion in 2019 globally[24]. - The company intends to acquire businesses that exhibit positive top-line growth and have defensible business models with sustainable competitive advantages[26]. - The acquisition strategy will utilize the proprietary deal-sourcing capabilities of Apollo Global Management, aiming to build a focused business with multiple competitive advantages[25]. - The company plans to pursue targets in sectors such as telecommunications, transportation, waste management, and renewable energy, which are essential to society[25]. - The company intends to structure the initial business combination to acquire at least 50% of the outstanding voting securities of the target[44]. - The company may pursue Affiliated Joint Acquisition opportunities with Apollo Funds, which could involve co-investment in target businesses[102]. Regulatory and Compliance Considerations - The NYSE rules require that the initial business combination must have a fair market value equal to at least 80% of the net assets held in the trust account[29]. - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[35]. - The company must file annual, quarterly, and current reports with the SEC, ensuring transparency in financial reporting[113]. - The company must evaluate internal control procedures as required by the Sarbanes-Oxley Act, which may increase costs and time for acquisitions[115]. - The amended and restated certificate of incorporation requires a 65% approval from common stockholders for certain amendments, while other provisions require a 90% majority for director appointments[92]. Redemption Rights and Stockholder Approval - Public stockholders can redeem their shares of Class A common stock at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[59]. - A public stockholder is restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering, referred to as "Excess Shares"[67]. - If stockholder approval is sought, a majority of the outstanding shares must vote in favor of the business combination for it to be approved, requiring at least 12,937,501 votes from the 34,500,000 public shares[63]. - The company intends to conduct redemptions with a stockholder vote unless not required by law, in which case it may use tender offer rules[61]. - The company will provide public stockholders with proxy materials and redemption rights if stockholder approval is sought[63]. Risks and Challenges - The company has not generated any revenue to date and is classified as a "shell company" as it has no operations other than searching for a business combination[17]. - The company may need to obtain additional financing to complete the initial business combination if the required cash exceeds the available funds[42]. - The company has not yet secured third-party financing for the business combination, and there is no assurance it will be available[38]. - The company may face bankruptcy risks, which could deplete the trust account and affect the ability to return $10.00 per share to public stockholders[90]. - The company may face challenges in negotiating business combinations due to the completion window requirement, which could limit due diligence time[133]. - The company may not be able to diversify its operations, making it solely dependent on the performance of a single business or a limited number of products[201]. - The company may face risks associated with combining with financially unstable businesses or those lacking an established record of revenue or earnings[185]. - The ability to complete a business combination may be complicated by economic downturns, geopolitical tensions, or increased capital costs[187]. Management and Conflicts of Interest - Certain management team members have fiduciary duties to Apollo Funds, which may lead to conflicts of interest in presenting business opportunities[97]. - Apollo and its affiliates may compete for acquisition opportunities, potentially limiting the company's options for suitable business combinations[98]. - Officers and directors are not required to commit full time to the company, leading to potential conflicts in time allocation among various business activities[103]. - The company may attempt to complete multiple business combinations simultaneously, which could increase costs and risks, negatively impacting operations and profitability[202]. Liquidation and Trust Account Concerns - If the initial business combination is not completed, the company will redeem public shares at a per-share price equal to the aggregate amount in the trust account, minus up to $100,000 for dissolution expenses[79]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[60]. - If the trust account balance falls below $10.00 per public share due to creditor claims, the actual redemption amount may be less than $10.00[82]. - The company has not reserved funds for indemnification obligations related to claims against the trust account, raising concerns about the sponsor's ability to satisfy such obligations[84]. - If third parties bring claims against the company, the proceeds held in the trust account could be reduced, affecting the per-share redemption amount[162]. - Any distributions received by stockholders could be viewed as a "preferential transfer" or "fraudulent conveyance" in the event of bankruptcy, exposing the company to claims[168].

Financial Performance - The company reported a net income of $1,018,899 for the three months ended September 30, 2022, compared to a net loss of $491,791 for the same period in 2021[15]. - For the three months ended September 30, 2022, the company reported a net income of approximately $1.0 million, while for the nine months ended September 30, 2022, it experienced a net loss of approximately $266,000[39]. - The net loss for the nine months ended September 30, 2022, was $266,232, compared to a net loss of $491,791 for the same period in 2021, representing a 45.8% improvement[24]. - Basic and diluted net income per Class A common stock was $0.02 for the three months ended September 30, 2022, compared to a loss of $(0.01) for the same period in 2021[15]. - The basic and diluted net loss per share for Class A and Class B common stock was $(0.01) for 2022, while it was $(0.03) for 2021[66]. Assets and Liabilities - Total current liabilities increased to $4,122,864 as of September 30, 2022, compared to $2,556,647 as of December 31, 2021, representing a 61.5% increase[6]. - The company had total liabilities of $16,197,864 as of September 30, 2022, compared to $14,631,647 as of December 31, 2021[7]. - As of September 30, 2022, the company had a working capital deficit of approximately $3.3 million and current liabilities of approximately $4.1 million, with cash reserves of approximately $149,000[39]. - Total assets as of September 30, 2022, were $348,035,240, slightly up from $346,735,255 as of December 31, 2021[10]. Trust Account and Initial Public Offering - The company generated gross proceeds of $300,000,000 from its Initial Public Offering, with an additional $45,000,000 from the over-allotment option, totaling $345,000,000 placed in the Trust Account[30][31]. - The Trust Account funds are invested in U.S. government securities and will remain until the completion of the Initial Business Combination or distribution of proceeds[33]. - The company intends to utilize substantially all funds in the Trust Account to complete its Initial Business Combination, with any remaining proceeds to be used for working capital and growth strategies[41]. - The Class A common stock subject to possible redemption was valued at $347,005,019 as of September 30, 2022[8]. Operational Status - The company has not commenced any operations and will not generate operating revenues until after the completion of its Initial Business Combination[29]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its Initial Business Combination[102]. - If the Initial Business Combination is not completed within the completion window, the company will redeem Public Shares and liquidate[37]. Expenses and Costs - Total expenses for the nine months ended September 30, 2022, were $2,296,556, up from $522,759 for the same period in 2021[15]. - Offering costs associated with the Initial Public Offering totaled $1,368,588, which were charged to temporary equity along with underwriting discounts and commissions of $18,975,000[52]. - The company incurred significant costs related to being a public entity, including legal, financial reporting, and due diligence expenses[102]. Market and Economic Factors - The company is assessing the potential impact of the Inflation Reduction Act, which imposes a 1% excise tax on stock buybacks starting in 2023, but does not expect a material impact on its financial statements[60]. - The company is currently evaluating the impact of the COVID-19 pandemic and the conflict in Ukraine on its financial position and operations[83]. Stock and Equity - The company sold 30,000,000 Units at a price of $10.00 per unit during the Initial Public Offering, generating gross proceeds of $300 million[68]. - The company has 17,300,000 warrants outstanding as of September 30, 2022, including 5,800,000 Private Placement Warrants and 11,500,000 Public Warrants[92]. - The Class B common stock will convert into Class A common stock on a one-for-one basis upon the Initial Business Combination, with 8,625,000 Founder Shares issued and outstanding[89].

Financial Position - As of June 30, 2022, total assets amounted to $346,518,982, a slight decrease from $346,735,255 as of December 31, 2021[9] - The company had total current assets of $909,718 as of June 30, 2022, down from $1,668,434 as of December 31, 2021[9] - Total liabilities as of June 30, 2022, were $15,700,505, an increase from $14,631,647 as of December 31, 2021[9] - Current liabilities increased to $3,625,505 as of June 30, 2022, compared to $2,556,647 as of December 31, 2021, reflecting a rise of approximately 42%[9] - As of June 30, 2022, the company had a working capital deficit of approximately $2.7 million and current liabilities of approximately $3.6 million[37] - The accumulated deficit increased to $(14,182,386) as of June 30, 2022, from $(12,897,255) as of December 31, 2021[15] Revenue and Expenses - The company reported a net loss of $155,547 for the three months ended June 30, 2022, compared to a net loss of $1,285,131 for the six months ended June 30, 2022[12] - Total expenses for the three months ended June 30, 2022, were $537,649, while total expenses for the six months ended June 30, 2022, were $1,824,156[12] - The company has not reported any revenue for the three and six months ended June 30, 2022[12] - The company had net cash used in operating activities of $(1,393,854) for the six months ended June 30, 2022[20] - For the six months ended June 30, 2022, the company reported a net loss of $1,285,131[20] Initial Public Offering - The company generated gross proceeds of $300,000,000 from its Initial Public Offering of 30,000,000 units[26] - The company raised an additional $45,000,000 from the sale of over-allotment units, bringing total proceeds to $345,000,000[27] - The Company reported offering costs of $1,368,588 related to the Initial Public Offering, along with underwriting discounts and commissions totaling $18,975,000[55] - The Company sold 30,000,000 Units at a price of $10.00 per unit during the Initial Public Offering, generating gross proceeds of $300 million[69] - The Company closed its Initial Public Offering on July 13, 2021, raising $300 million from the sale of 30,000,000 Units at $10.00 per Unit[104] Trust Account and Investments - The proceeds held in the Trust Account are invested in U.S. government securities and are intended to be used for the Initial Business Combination[29] - As of June 30, 2022, cash and U.S. treasury securities held in the Trust Account amounted to $345,609,264[106] - The Company’s investments held in the Trust Account are classified as trading securities, with fair value determined using available market information[54] - As of June 30, 2022, the Company held marketable securities in the Trust Account valued at $345,609,264, an increase from $345,066,821 as of December 31, 2021[81] Business Operations and Future Plans - The company has not commenced any operations and will not generate operating revenues until after the completion of its Initial Business Combination[25] - The company intends to use substantially all funds held in the Trust Account to complete its Initial Business Combination[39] - The company has access to funds from the Sponsor sufficient to fund working capital needs until a potential business combination or mandatory liquidation[38] - The company has substantial doubt about its ability to continue as a going concern if it is unsuccessful in consummating an Initial Business Combination[38] - The company has a mandatory liquidation requirement if it fails to complete the Initial Business Combination within the specified time frame[36] Stock and Warrants - The weighted average number of Class A common stock outstanding was 34,500,000, with a basic and diluted net income per share of $(0.00) for the three months ended June 30, 2022[12] - The Company has authorized 800,000,000 shares of Class A common stock, with 34,500,000 shares outstanding as of June 30, 2022, all subject to possible conversion classified as temporary equity[87] - The Company has 199,000,000 shares of Class B common stock authorized, with 8,625,000 Founder Shares issued and outstanding as of June 30, 2022[88] - As of June 30, 2022, there were 17,300,000 warrants outstanding, consisting of 5,800,000 Private Placement Warrants and 11,500,000 Public Warrants[91] - The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company's redemption or liquidation[92] Related Party Transactions - The Sponsor purchased 5,235,000 Private Placement Warrants for a total of $7,852,500, and an additional 600,000 Private Placement Warrants for $900,000, bringing total proceeds from Private Placement Warrants to $8,752,500[70] - The Company has an outstanding balance of $1,200,000 under the July Note and $800,000 under the August Note as of June 30, 2022, both bearing interest rates of 0.12% and 0.14% per annum, respectively[76] - The Company incurred related party advances totaling $271,742 during the three and six months ended June 30, 2022, which were repaid upon consummation of the Initial Public Offering[78] Risks and Uncertainties - The Company is evaluating the impact of the COVID-19 pandemic and the conflict in Ukraine, which could negatively affect its financial position and operations[82] - The Company has not included any adjustments in its financial statements that might result from uncertainties regarding its ability to continue as a going concern[38] - If the Company is unable to complete an Initial Business Combination, holders of warrants will not receive any funds from the Trust Account, and the warrants may expire worthless[93]

Financial Performance - The company reported a net loss of $1,129,584 for the three months ended March 31, 2022, consisting of operating costs of $1,286,507 and interest income of $156,923 from investments held in the Trust Account[103]. - Cash used in operating activities for the three months ended March 31, 2022, was $1,027,111, primarily due to the net loss and changes in operating assets and liabilities[106]. - The company does not expect to generate operating revenues until after the completion of its Initial Business Combination[103]. Cash and Investments - As of March 31, 2022, the company had cash and U.S. treasury securities in the Trust Account amounting to $345,223,744, which is intended to be used for the Initial Business Combination[107]. - The company generated gross proceeds of approximately $353.8 million from its Initial Public Offering and related transactions, including $300 million from the sale of 30,000,000 Units at $10.00 per Unit[104][105]. - As of March 31, 2022, the company was not subject to any market or interest rate risk, as its investments were in U.S. government treasury securities[117]. Liabilities and Funding - The company has no long-term debt or significant liabilities, apart from a monthly fee of $16,667 for administrative services[112]. - The company executed three promissory notes totaling $3,000,000 with its Sponsor to satisfy working capital requirements since the Initial Public Offering[109]. - The company may need to raise additional funds to complete its Initial Business Combination or to cover redemptions of common stock[110]. Use of Funds - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and related due diligence[108].

Financial Performance - The company reported a net loss of $1,330,304 for the year ended December 31, 2021, with operating costs of $1,394,125 and interest income of $66,821[325]. - Cash used in operating activities for the year was $2,146,161, contributing to the net loss[328]. - The company has not engaged in any operations or generated revenues to date, focusing solely on identifying a target for business combination[324]. Initial Public Offering (IPO) - The Initial Public Offering generated gross proceeds of $300,000,000 from the sale of 30,000,000 Units at $10.00 per Unit[326]. - An additional $45,000,000 was raised from the sale of 4,500,000 Over-Allotment Units at the same price, bringing total funds in the trust account to $345,000,000[327]. - The company incurred $17,850,948 in transaction costs related to the Initial Public Offering, including $6,000,000 in underwriting fees[327]. Cash and Investments - As of December 31, 2021, the company had cash and marketable securities of $345,066,821 in the trust account, intended for the initial business combination[329]. - The company has invested IPO proceeds in U.S. government treasury bills and money market funds, minimizing exposure to interest rate risk[339]. Liabilities and Future Funding - The company has no long-term debt or significant liabilities, only a monthly fee of $16,667 for office space and administrative support[334]. - The company does not anticipate needing to raise additional funds for operating expenditures prior to the initial business combination[332].

Financial Position - Total current assets as of September 30, 2021, amounted to $2,345,754, with cash of $888,806 and prepaid expenses of $1,456,948[10] - Total assets increased to $347,376,722 as of September 30, 2021, compared to $82,900 as of December 31, 2020[10] - Total current liabilities were $2,359,601 as of September 30, 2021, a significant increase from $57,900 as of December 31, 2020[10] - The accumulated deficit as of September 30, 2021, was $(12,058,742), reflecting the company's ongoing financial challenges[16] - The company had a total stockholders' deficit of $(12,057,879) as of September 30, 2021, compared to a positive equity of $25,000 as of December 31, 2020[10] - As of September 30, 2021, the Company had cash of $888,806, compared to $0 as of December 31, 2020[57] - As of September 30, 2021, the Company had cash and U.S. treasury securities held in the Trust Account amounting to $345,030,968[114] - As of September 30, 2021, the Company had cash of $888,806 outside the Trust Account, intended for identifying and evaluating target businesses[115] Operating Results - The net loss for the three months ended September 30, 2021, was $491,791, with a basic and diluted net loss per share of Class A common stock at $0.01[13] - The company reported total expenses of $522,759 for the three months ended September 30, 2021, with general and administrative expenses accounting for $477,059[13] - For the nine months ended September 30, 2021, the company reported a net loss of approximately $491,791[26] - The Company reported a net loss of $377,837 for the three months ended September 30, 2021, resulting in a basic and diluted net loss per share of $0.01[73] - For the nine months ended September 30, 2021, the net loss was $259,527, with a basic and diluted net loss per share of $0.03[73] - For the three months ended September 30, 2021, the Company reported a net loss of $491,791, consisting of operating costs of $522,759 and interest income of $30,968[110] Capital Structure - The weighted average number of shares of Class A common stock outstanding was 28,597,826 for the three months ended September 30, 2021[13] - The company has 8,625,000 shares of Class B common stock outstanding as of September 30, 2021, with no changes in the number of shares since inception[13] - The Class A common stock subject to possible redemption is presented as temporary equity, totaling $345,000,000 as of September 30, 2021[62] - The authorized shares of Class B common stock include 199,000,000 shares, which will convert to Class A common stock upon completion of the Initial Business Combination[95] - The Company may face significant dilution of equity interest for existing investors if additional shares are issued in connection with the Initial Business Combination[106] Financing Activities - The company completed a sale of private placement warrants to the sponsor, resulting in an additional $8,752,500 in additional paid-in capital[22] - The company generated gross proceeds of $300,000,000 from the Initial Public Offering of 30,000,000 units[31] - The company received proceeds of $338,100,000 from the sale of units in the Public Offering, net of underwriting fees[26] - The Company executed two promissory notes totaling $2,000,000 with its sponsor to satisfy working capital requirements[113] - The Sponsor purchased 5,235,000 Private Placement Warrants for $7,852,500, and an additional 600,000 Private Placement Warrants for $900,000[77] - The underwriters exercised their over-allotment option, resulting in the sale of 4,500,000 additional Units and generating proceeds of $45,000,000[91] - The underwriters are entitled to a deferred fee of $12,075,000, which will be waived if the Initial Business Combination is not completed[120] Trust Account and Business Combination - The company placed a total of $345,000,000 in the Trust Account, including approximately $12,075,000 of the underwriters' deferred discount[32] - The Company plans to utilize substantially all funds in the Trust Account for its Initial Business Combination, with remaining proceeds allocated for working capital and growth strategies[44] - If the Initial Business Combination is not completed within the Completion Window, the Company will redeem common stock at a per-share price equal to the aggregate amount in the Trust Account, subject to certain conditions[45] - The Company intends to use substantially all funds held in the Trust Account to complete its Initial Business Combination[114] Liquidity and Going Concern - The Company lacks sufficient liquidity to meet its anticipated obligations over the next year but has access to funds from the Sponsor to cover working capital needs until a potential business combination or one year from the financial statement issuance date[43] - The Company may need to obtain additional financing to complete an Initial Business Combination or to meet obligations if cash on hand is insufficient[118] Other Considerations - The Company has no unrecognized tax benefits as of September 30, 2021, and no amounts were accrued for interest and penalties related to unrecognized tax benefits[67] - The Company has no long-term debt or significant liabilities, except for a monthly fee of $16,667 for administrative services[120] - The Company is not subject to market or interest rate risk as of September 30, 2021, with investments in U.S. government treasury bills and money market funds[125] - The management is evaluating the potential impact of the COVID-19 pandemic on the Company's financial position and operations[88] - There are no off-balance sheet arrangements as of September 30, 2021[119]

Financial Position - The company had cash of $25,000 and a working capital deficit of $1,180,487 as of June 30, 2021[93]. - The company does not have any long-term debt or off-balance sheet arrangements as of June 30, 2021[99][100]. Initial Public Offering - The company closed its Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300 million[93]. - The company generated gross proceeds of $353.8 million from the Initial Public Offering and the exercise of the underwriters' over-allotment option[96]. - The underwriters are entitled to a deferred fee of $12,075,000, which will be waived if the Initial Business Combination is not completed[102]. Operational Status - The company has not engaged in any operations or generated any revenues to date[92]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans[91]. Financing Needs - The company may need to obtain additional financing to complete its Initial Business Combination if necessary[98]. - The company has invested the net proceeds from the Initial Public Offering in U.S. government treasury bills and money market funds[109]. Administrative Expenses - The company incurred a monthly fee of $16,667 for office space and administrative services starting July 9, 2021[100].