Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $2,033,037, with general and administrative expenses of $1,475,740, and gains from the change in fair value of derivative warrant liabilities of $1,797,240 [118]. - For the six months ended June 30, 2023, the company had a net income of $500,925, consisting of general and administrative expenses of $3,747,112, and an unrealized gain on marketable securities held in the Trust Account of $4,080,757 [120]. Initial Public Offering (IPO) - The company raised gross proceeds of $200,000,000 from its Initial Public Offering (IPO) by issuing 20,000,000 shares at a price of $10.00 per unit [123]. - The company incurred $21,834,402 in transaction costs related to the IPO, including $4,600,000 in underwriting fees [124]. Cash and Working Capital - As of June 30, 2023, the company had cash and marketable securities held in the Trust Account amounting to $49,362,200 [127]. - The company has a working capital deficit of $7,739,914 as of June 30, 2023 [130]. Business Combination - The company has until October 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation [131]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination and for working capital of the target business [127]. - The company may need to obtain additional financing to complete its Business Combination or to redeem a significant number of public shares [129]. - 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 [116]. Regulatory and Reporting - As of June 30, 2023, the company had no off-balance sheet arrangements or contractual obligations [139]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [141]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [142]. - Following the IPO, net proceeds have been invested in U.S. government obligations with a maturity of 185 days or less, minimizing interest rate risk exposure [143].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $1,532,112, which included general and administrative expenses of $2,271,372 and a loss from the change in fair value of derivative warrant liabilities of $1,629,960 [120]. - For the three months ended March 31, 2022, the company reported net income of $3,799,755, which included a gain from the change in fair value of derivative warrant liabilities of $4,082,040 [121]. - Cash provided in operating activities for the three months ended March 31, 2023, was $147,062, with net loss offset by interest earned on investments held in the Trust Account [125]. IPO and Financing - The company generated gross proceeds of $200,000,000 from its Initial Public Offering (IPO) by issuing 20,000,000 shares at a price of $10.00 per Unit [123]. - The company incurred $21,834,402 in transaction costs related to the IPO, including $4,600,000 in underwriting fees and $8,050,000 in deferred underwriting fees [124]. - The company may need to obtain additional financing to complete its Business Combination or to redeem a significant number of public shares, which could involve issuing additional securities or incurring debt [129]. Business Combination and Liquidity - As of March 31, 2023, the company had cash and marketable securities held in the Trust Account amounting to $237,085,266, which will be used to complete a Business Combination [127]. - As of March 31, 2023, the company had a working capital deficit of $6,264,174, raising substantial doubt about its ability to continue as a going concern [130]. - The company has until October 22, 2023, to consummate a Business Combination, after which mandatory liquidation may occur if not completed [131]. Regulatory and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [140]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [141]. - As of March 31, 2023, the company had no off-balance sheet arrangements or contractual obligations [139]. Risk and Investment - As of March 31, 2023, the company was not subject to any market or interest rate risk [142]. - The net proceeds from the Initial Public Offering have been invested in U.S. government obligations with a maturity of 185 days or less [142]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence [126].

Financial Position and Capital Requirements - The company has approximately $1,200,000 available outside the trust account for working capital requirements[186]. - The company may need to seek additional financing if the net proceeds from the IPO and private placement warrants are insufficient for the initial business combination[187]. - The company plans to invest trust account proceeds only in U.S. government securities or money market funds to avoid being deemed an investment company[198]. - The net proceeds from the IPO and private placement warrants amount to $233,500,000, which includes $8,050,000 of deferred underwriting commissions held in the trust account[318]. - The company may only complete one business combination with the proceeds, leading to dependency on a single business with limited products or services[318]. Risks Related to Business Combination - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern" due to expected negative cash flows[190]. - The company may face increased costs and decreased availability of directors and officers liability insurance, impacting the ability to negotiate an initial business combination[192]. - The company may be compelled to abandon a business combination if additional financing is not available on acceptable terms[187]. - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which carry inherent risks[202]. - The company’s ability to complete its initial business combination may be adversely affected by various external factors, including changes in regulatory requirements and economic conditions[214]. Shareholder Redemption and Trust Account - If the initial business combination is not completed within the required time period, public shareholders may receive only approximately $10.10 per share upon liquidation[194]. - If the company does not complete the initial business combination, public shareholders may only receive their pro rata portion of the funds in the trust account, potentially less than $10.10 per share[200]. - The company’s trust account may be subject to claims from third parties, potentially reducing the per-share redemption amount below $10.10[217]. - If the company does not complete its initial business combination within the specified timeframe, public shareholders may have to wait longer for redemption from the trust account[223]. - The company’s sponsor has agreed to indemnify for claims that reduce trust account funds below $10.10 per public share, but there is no guarantee that the sponsor has sufficient funds to cover these obligations[220]. Regulatory and Compliance Challenges - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete acquisitions, particularly for target businesses that may not meet internal control requirements[206]. - The company may face additional burdens and risks when pursuing initial business combinations with companies outside the United States, including due diligence challenges and regulatory approvals[207]. - Changes in laws and regulations may adversely affect the company's ability to negotiate and complete its initial business combination[328]. - The company may face challenges related to compliance with U.S. securities laws if new management is unfamiliar with these regulations[329]. Management and Operational Risks - The company does not intend to have any full-time employees prior to completing its initial business combination, which may lead to conflicts of interest among directors and officers[291]. - There may be potential conflicts of interest as directors and officers are affiliated with other entities engaged in similar business activities[292]. - The company may pursue business combinations with affiliated entities, which could raise additional conflicts of interest[298]. - The departure of key personnel could negatively impact operations and profitability post-business combination[312]. - The company may have limited ability to assess the management of a prospective target business, which could lead to incorrect assessments and negatively impact operations[324]. Market and Economic Factors - The company may face increased costs and risks when attempting to complete multiple business combinations simultaneously, which could negatively impact operations and profitability[322]. - The potential for negative interest rates could reduce interest income from the trust account, impacting the overall value of assets held[227]. - The trading price of the company's securities may be more volatile due to reliance on exemptions from disclosure requirements[278]. - The company may face regulatory investigations that could incur substantial costs or require changes in business practices[314]. Shareholder Control and Governance - The initial shareholders and anchor investors will control the appointment of the board of directors until the initial business combination is completed, holding 20% of the issued shares[242]. - The company may amend certain agreements related to the IPO without shareholder approval, which could adversely affect the value of investments[241]. - Amendments to the company's memorandum and articles of association require approval from at least two-thirds of ordinary shares attending and voting at a general meeting, which is a lower threshold compared to some other blank check companies[248]. - The company may seek to amend its governing instruments to facilitate the completion of an initial business combination, which some shareholders may not support[245]. Financial Instruments and Securities - The company issued 11,500,000 warrants to purchase Class A ordinary shares at a price of $11.50 per share, which could complicate future business combinations[233]. - The company has issued a total of 20,400,000 warrants in connection with its IPO, which includes 11,500,000 warrants in units and 8,900,000 private placement warrants[257]. - The company expects to account for the warrants as a warrant liability, recording them at fair value upon issuance, which may adversely affect the market price of its Class A ordinary shares[257]. - The company may redeem the warrants even if it is unable to register or qualify the underlying Class A ordinary shares for sale under applicable state securities laws[253]. Tax and Investment Considerations - The company may be classified as a Passive Foreign Investment Company (PFIC), potentially resulting in adverse U.S. federal income tax consequences for U.S. investors[275]. - The company may face tax liabilities for shareholders or warrant holders if the initial business combination involves a jurisdiction that imposes taxes[276]. - The nominal purchase price for founder shares was $25,000, implying a cost of approximately $0.004 per share, which may significantly dilute the value of public shares upon consummation of a business combination[299]. Emerging Growth Company Status - The company is classified as an "emerging growth company" and may take advantage of exemptions from certain disclosure requirements, which could affect the attractiveness of its securities to investors[277]. - The market value of the company's ordinary shares held by non-affiliates must remain below $700 million to maintain its status as an emerging growth company[277]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements as long as its market value remains below $250 million or annual revenues are below $100 million[280]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[384].

Financial Performance - The company reported a net loss of $348,075 for the three months ended September 30, 2022, primarily due to general and administrative expenses of $1,444,411 [102]. - For the nine months ended September 30, 2022, the company achieved a net income of $9,626,072, which included a gain from the change in fair value of derivative warrant liabilities amounting to $10,404,000 [102]. - The company has a working capital deficit of $1,306,895 as of September 30, 2022, raising concerns about its ability to continue as a going concern [109]. Cash and Securities - As of September 30, 2022, the company had cash and marketable securities held in the Trust Account totaling $233,442,189 [107]. - The net proceeds from the Initial Public Offering have been invested in U.S. government obligations or money market funds, minimizing exposure to interest rate risk [121]. Initial Public Offering (IPO) - The company generated gross proceeds of $200,000,000 from its Initial Public Offering (IPO) by issuing 20,000,000 shares at $10.00 per unit [104]. - The company incurred transaction costs of $21,834,402 related to the IPO, which included $4,600,000 in underwriting fees [105]. - The underwriters from the Initial Public Offering waived their entitlement to deferred underwriting fees of $8,050,000, recorded as a gain of $7,847,542 [118]. Business Operations - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for the IPO and searching for a target business [100]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence [106]. - The company has until April 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation [109]. Regulatory and Compliance - The company may incur significant expenses related to internal control improvements to meet regulatory requirements following its IPO [110]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [119]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years [120]. Financing and Investments - The company may receive loans up to $1,500,000 convertible into warrants at $1.00 per warrant, with no written agreements currently in place [114]. - The sponsor purchased 8,900,000 private placement warrants at $1.00 each, totaling $8,900,000, allowing the purchase of Class A ordinary shares at $11.50 per share [115]. Off-Balance Sheet Arrangements - As of September 30, 2022, the company had no off-balance sheet arrangements or contractual obligations [117].

Financial Performance - The company generated net income of $6,174,392 for the three months ended June 30, 2022, primarily from an unrealized gain on marketable securities and a gain from the change in fair value of derivative warrant liabilities [97]. - For the six months ended June 30, 2022, the company reported net income of $9,974,146, with general and administrative expenses totaling $657,321 [97]. - The company incurred cash used in operating activities of $364,764 for the six months ended June 30, 2022 [100]. Initial Public Offering (IPO) - The company completed its Initial Public Offering (IPO) on October 22, 2021, raising gross proceeds of $200,000,000 from the sale of 20,000,000 shares at $10.00 per unit [99]. - Following the IPO, a total of $232,300,000 was placed in the Trust Account, after incurring transaction costs of $21,834,402 [100]. Trust Account and Cash Position - As of June 30, 2022, the company had cash and marketable securities held in the Trust Account amounting to $232,485,071 [102]. - The company has a working capital of $42,099 as of June 30, 2022, raising concerns about its ability to continue as a going concern [106]. Business Combination and Financing - The company has until April 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation [107]. - The company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of public shares [105]. Private Placement and Warrants - The company raised $8,900,000 through the purchase of 8,900,000 private placement warrants at $1.00 per warrant, allowing the purchase of Class A ordinary shares at $11.50 each [114]. Regulatory and Reporting Considerations - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [117]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [118]. Risk Factors - As of June 30, 2022, the company was not subject to market or interest rate risk, with IPO proceeds invested in U.S. government obligations and money market funds [119]. - As of June 30, 2022, the company had no off-balance sheet arrangements or contractual obligations, and no operations conducted to date [116].

Financial Performance - The company had a net income of $3,799,755 for the three months ended March 31, 2022, primarily due to a gain from the change in fair value of derivative warrant liabilities of $4,082,040 [102]. - The company incurred cash used in operating activities of $(228,196) for the three months ended March 31, 2022 [105]. - The company reported a working capital deficiency of $101,036 as of March 31, 2022 [110]. Initial Public Offering (IPO) - The company generated gross proceeds of $200,000,000 from its Initial Public Offering (IPO) of 20,000,000 shares at a price of $10.00 per unit [103]. - A total of $232,300,000 was placed in the Trust Account following the IPO, after incurring transaction costs of $21,834,402 [105]. - As of March 31, 2022, the company had cash and marketable securities held in the Trust Account amounting to $232,401,196 [107]. Business Combination and Liquidation - The company has until October 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation [111]. Expenses and Financial Strategy - The company expects to incur increased expenses as a result of being a public company, including legal and compliance costs [100]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses [106]. Sponsor and Warrant Information - Up to $1,500,000 of loans from the Sponsor may be convertible into warrants at a price of $1.00 per warrant [119]. - The sponsor purchased 8,900,000 private placement warrants at $1.00 per warrant, totaling $8,900,000, allowing the purchase of Class A ordinary shares at $11.50 each [120]. Regulatory and Reporting Considerations - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [123]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [125]. Risk Assessment - As of March 31, 2022, the company was not subject to market or interest rate risk, with IPO proceeds invested in U.S. government obligations or money market funds [126]. - As of March 31, 2022, there were no off-balance sheet arrangements or contractual obligations reported [122].

Financial Position and Capital Requirements - Approximately $1,200,000 will be available initially outside the trust account to fund working capital requirements[182]. - The company may need to seek additional financing if the net proceeds from the IPO and private placement warrants are insufficient[184]. - The company has $233,500,000 in net proceeds from the IPO and private placement warrants available for the initial business combination[348]. - The net proceeds from the IPO and certain private placement warrants will be held in the trust account and invested in U.S. government treasury bills or money market funds[232]. - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and shareholder value[287]. Business Combination and Acquisition Risks - If the initial business combination is not completed within the required time period, public shareholders may receive only approximately $10.10 per share upon liquidation[191]. - The company may be required to liquidate and redeem public shares if the initial business combination is not completed within the completion window[193]. - The company may pursue acquisition opportunities with private companies, which often have limited public information available[201]. - The company does not plan to buy unrelated businesses or assets or to be a passive investor[196]. - The company may face challenges in obtaining additional financing for the operations or growth of the target business post-acquisition[186]. - The company may only complete one business combination, leading to a lack of diversification and increased risk[347]. - The post-transaction company will only proceed with a business combination if it acquires 50% or more of the voting securities of the target business[356]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition[209]. - The company is required to evaluate and report on its internal controls starting with the Annual Report on Form 10-K for the year ending December 31, 2022, due to the Sarbanes-Oxley Act[210]. - Pursuing a company with operations outside the United States may introduce additional risks and complexities, including regulatory approvals and foreign exchange fluctuations[211][212]. - Compliance with changing laws and regulations may increase costs and pose risks of non-compliance, impacting business operations[370]. Shareholder and Investor Considerations - The company must maintain a minimum market value of listed securities of $50 million and at least 400 round lot holders to satisfy Nasdaq's continued listing requirements[249]. - Initial shareholders and anchor investors will control the appointment of the board of directors until the consummation of the initial business combination, holding 20% of the issued and outstanding ordinary shares[255]. - The company may amend certain agreements related to the IPO without shareholder approval, potentially affecting the value of investments in its securities[253]. - The concentration of ownership by anchor investors may reduce trading volume and liquidity of the company's securities[247]. - The company has not yet registered the Class A ordinary shares issuable upon exercise of the warrants, which may limit investors' ability to exercise them[266]. Risks Associated with Operations and Management - The company may face significant material adverse consequences if it cannot list its securities on another national exchange after a Nasdaq delisting[250]. - The company may face challenges in collecting accounts receivable and managing international operations due to cultural and language differences[214]. - The loss of key personnel could adversely affect the operations and profitability of the post-combination business[340]. - There is a risk that the management of a target business may lack the necessary skills to manage a public company, negatively impacting operations and profitability[357]. - Cyber incidents or attacks could lead to information theft and financial loss, posing a significant risk to the company's operations[371]. Conflicts of Interest and Governance - The company has agreed to indemnify its officers and directors, but this may discourage shareholders from pursuing legal action against them for breaches of fiduciary duty[230]. - Conflicts of interest may arise as directors and officers are not required to commit full time to the company's affairs, impacting the ability to complete business combinations[315]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[320]. - The nominal purchase price for founder shares was $25,000, or approximately $0.004 per share, which may significantly dilute the value of public shares in the event of a business combination[325]. Market and Competitive Landscape - The company may face significant competition in the internet industry, impacting its ability to maintain market share[337]. - The company may face significant risks due to a lack of diversification, which could adversely impact its operations and profitability[352]. - Simultaneous business combinations with multiple targets may increase costs and risks, potentially hindering the completion of initial business combinations[353].

Financial Performance - The company reported a net loss of $375 for the three months ended September 30, 2021, primarily due to formation costs[103]. - From inception on March 5, 2021, through September 30, 2021, the total net loss amounted to $31,476, which also consisted solely of formation costs[103]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $200,000,000 from the sale of 20,000,000 Units at $10.00 per Unit[105]. - An additional $8,000,000 was raised through the sale of 8,000,000 Private Placement Warrants at $1.00 each, bringing total gross proceeds to $208,000,000[105]. - Total transaction costs related to the IPO were $21,995,104, including $4,818,000 in underwriting commissions[105]. Cash and Funding - As of September 30, 2021, the company had cash of $265, which increased to $1,962,109 by October 22, 2021[108]. - The company intends to use funds in the Trust Account primarily for completing a Business Combination and may withdraw interest to pay taxes[107]. - The company does not anticipate needing to raise additional funds for operating expenses prior to the initial Business Combination[110]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2021[111]. - Monthly fees of $10,000 will be paid to an affiliate of the Sponsor for administrative support until the completion of a Business Combination[112]. Corporate Governance - The report was signed by Daniel S. Webb, Chief Executive Officer and Chief Financial Officer, on December 6, 2021[128].