IPO and Financial Proceeds - The company completed its IPO on July 30, 2021, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit, with offering costs of approximately $13.75 million[19]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[19]. - The company placed approximately $282.5 million of net proceeds from the IPO and private placement into a trust account, which will be invested in U.S. government securities[21]. - As of the January 2025 Extraordinary General Meeting, the company had $1,707,149 remaining in its Trust Account after redemptions[32]. - The net proceeds from the public offering and the sale of private placement units provided the company with $272,612,500 in the trust account for completing its Initial Business Combination[152]. - As of January 23, 2025, the balance of the trust account is $1,707,149 after redemptions[152]. Business Combination Plans - The company plans to undergo a business combination with Tactical Resources Corp., involving a transfer to British Columbia and subsequent amalgamation[33]. - The business combination will involve the exchange of Class A and Class B ordinary shares on a one-for-one basis for common shares in the new entity[34]. - The company has a requirement to complete an Initial Business Combination with a fair market value of at least 80% of the net assets held in the Trust Account[24]. - The Company entered into a Business Combination Agreement with TRC, which includes customary representations and warranties regarding corporate organization, financial statements, and compliance with laws[36]. - The company has until July 30, 2025, to complete the Business Combination, or it will face mandatory liquidation[101]. Redemption Rights and Shareholder Approval - Public shareholders will have the opportunity to redeem their shares at a per-share price of approximately $10.00, based on the amount in the Trust Account prior to the Initial Business Combination[65]. - The company will not proceed with redemptions if the Initial Business Combination does not close, and all shares submitted for redemption will be returned to the holders[66]. - A public shareholder can redeem up to 15% of the shares sold in the public offering without prior consent, which aims to prevent large shareholders from blocking the Initial Business Combination[73]. - If shareholder approval is sought, the company will require a majority vote from shareholders attending the meeting to approve the Initial Business Combination[70]. - Shareholder approval may not be required for the Initial Business Combination, but the Company may seek it at its discretion based on various factors[55]. Financial Risks and Concerns - The company has faced significant redemptions, with approximately $140.8 million redeemed at a price of $10.41 per share during the July 2023 meeting[27]. - The company anticipates that the total cash consideration required for the Initial Business Combination may exceed the available cash, which would prevent completion of the transaction[66]. - The company cannot assure that claims from creditors will not reduce the actual per-share redemption amount below $10.00[89]. - The company may not be able to meet minimum net worth or cash requirements for a business combination if too many public shareholders exercise their redemption rights[108]. - The company may incur substantial debt to complete the Initial Business Combination, which could adversely affect its leverage and financial condition[150]. Management and Operational Concerns - The company has not actively searched for a business partner since entering the Business Combination Agreement but may initiate a search in the future[44]. - The company intends to conduct extensive due diligence on prospective partner businesses, including meetings with management and document reviews[48]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[192]. - The success of the Initial Business Combination relies heavily on key personnel, and their potential departure could negatively impact post-combination profitability[194]. - The personal and financial interests of the executive officers and directors may influence their decisions regarding prospective partner businesses[149]. Competition and Market Conditions - There is intense competition for identifying and selecting a prospective partner business, with competitors having greater financial and technical resources[95]. - The ability to consummate a Business Combination may be adversely affected by global economic and geopolitical events, impacting market conditions and financing availability[114]. - The company may face intense competition from other entities with similar business objectives, which could hinder its ability to complete the Initial Business Combination[121]. - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete the Initial Business Combination[130]. Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified as of December 31, 2024, which could lead to misstatements in financial statements[173]. - Remediation steps have been implemented to improve internal controls, but there is no assurance that these efforts will be effective[175]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with acquisitions, particularly for prospective partners lacking adequate internal controls[170]. Shareholder Influence and Governance - The company's Sponsor and management team own 34.12% of the outstanding ordinary shares, which may influence shareholder votes on the Initial Business Combination[107]. - Initial shareholders and the Sponsor currently own approximately 87.4% of the issued and outstanding ordinary shares, exerting substantial influence over shareholder votes[167]. - The company has not adopted a policy to prevent conflicts of interest among directors and officers regarding business opportunities[202]. - The company may engage underwriters for additional services, which could lead to potential conflicts of interest due to financial incentives tied to the Initial Business Combination[204]. Warrant and Share Issuance - The company may issue up to 200,000,000 Class A ordinary shares, with 198,983,167 authorized but unissued shares available for issuance[219]. - Additional Class A ordinary shares or preference shares may be issued to complete the Initial Business Combination, potentially diluting existing shareholders' interests[220]. - The issuance of additional shares could significantly dilute equity interests and may adversely affect market prices for units, Class A ordinary shares, and/or warrants[220]. - The company may require holders of warrants to exercise them on a cashless basis, resulting in fewer Class A ordinary shares received compared to cash exercise[214].

Purchase Agreements and Amendments - The Company entered into a purchase agreement on December 27, 2023, where the Sponsor purchased 3,902,648 founder units for an aggregate price of $1[293] - The Company amended the purchase agreement on January 26, 2024, correcting the number of shares retained by the Original Sponsor to 665,000 Class A private placement units and 1,128,992 Class B founder units[293] Initial Business Combination - The Company plans to use substantially all remaining funds in the Trust Account, including interest earned, to complete its initial business combination[299] - The Company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[312] - The Company faces potential delisting from Nasdaq if it fails to complete an initial business combination by January 27, 2025[175] Financial Obligations and Fees - The Company's Chief Financial Officer is entitled to receive a fee of $12,500 and a success fee of $50,000 contingent upon the closing of the initial business combination[300] - The Sponsor may raise up to $1,500,000 from the Investor to fund extension payments and working capital for the company[222] Fair Value Estimates - The Company estimated the fair value of Founder Shares to be $177,555 or $0.89 per share and Founder Warrants to be $17,500 or $0.10 per warrant[300] Listing and Delisting - The Company entered into an amendment to the Business Combination Agreement on December 10, 2024, to list its securities on the OTC Markets Group if delisted from Nasdaq[310] - The Company may require warrant holders to exercise warrants on a cashless basis if Class A Ordinary Shares are not listed on a national securities exchange[178] Share Issuance and Redemption - The Company has 7,062,500 Class B ordinary shares issued and outstanding as of September 30, 2024[308] - 12,433,210 Class A ordinary shares were tendered for redemption by shareholders for a total value of $134,059,215 on January 29, 2024[235] Financial Performance and Losses - The company recognized a loss of $120,592 and $241,184 on changes in the fair value of warrant liabilities for the three and nine months ended September 30, 2024, respectively[210] - Net cash used in operating activities for the nine months ended September 30, 2024 was $789,823, driven by interest and dividend income of $1,660,800 and a net loss of $861,565[213] - The company recorded a net loss of $861,565 for the nine months ended September 30, 2024, with operating and formation costs of $2,281,181 and a loss on changes in fair value of warrant liabilities of $241,184[219] Trust Account and Investments - Investments held in the Trust Account totaled $25,381,830 and $157,330,245 as of September 30, 2024 and December 31, 2023, respectively[247] - The company had $115,044 in cash held outside of the Trust Account and a working capital deficit of $2,322,226 as of September 30, 2024[222] - Net cash provided by investing activities for the nine months ended September 30, 2023 was $140,388,808, primarily due to cash withdrawn from the Trust Account to pay redeeming shareholders[220] Underwriters and Over-Allotment - The underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $32,500,000[208] - The company granted the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price[208]

Financial Performance - The company reported a net income of $407,059 for the three months ended June 30, 2024, compared to a net income of $3,943,986 for the same period in 2023, indicating a decrease of about 90%[18]. - For the six months ended June 30, 2024, the net income was $258,823, compared to $6,064,849 for the same period in 2023, indicating a significant decrease in profitability[27]. - Basic and diluted net income per share for Class A ordinary shares was $0.04 for the three months ended June 30, 2024, compared to $0.11 for the same period in 2023, a decline of approximately 64%[18]. - The net income for the three months ended June 30, 2024, was $125,533, with a basic and diluted net income per share of $0.04 for Class A and Class B ordinary shares[77]. - For the six months ended June 30, 2024, the net income was $3,174,049, resulting in a basic and diluted net income per share of $0.11 for both Class A and Class B ordinary shares[77]. Assets and Liabilities - Total current assets decreased from $250,885,000 as of December 31, 2023, to $110,961,000 as of June 30, 2024, representing a decline of approximately 56%[15]. - Total liabilities rose to $2,064,392 as of June 30, 2024, compared to $724,355 as of December 31, 2023, representing an increase of approximately 185%[17]. - The accumulated deficit increased from $(699,263) as of December 31, 2023, to $(1,954,224) as of June 30, 2024, marking an increase of about 179%[17]. - The total shareholders' deficit increased from $(698,470) as of December 31, 2023, to $(1,953,431) as of June 30, 2024, indicating an increase of about 179%[17]. - As of June 30, 2024, the company had $49,390 in cash outside the Trust Account and a working capital deficit of $1,109,289, raising concerns about its ability to operate for the next 12 months[52]. Cash Flow and Investments - Net cash used in operating activities was $(444,477) for the six months ended June 30, 2024, compared to $(422,356) for the same period in 2023, reflecting a slight increase in cash outflow[27]. - The company held investments in the Trust Account valued at $25,096,330 as of June 30, 2024, down from $157,330,245 as of December 31, 2023, a decrease of about 84%[15]. - Interest and dividend income on investments held in the Trust Account decreased to $283,319 for the three months ended June 30, 2024, from $3,453,154 in the same period of 2023, a decline of approximately 92%[18]. - The company provided $134,059,215 in cash to redeeming shareholders, resulting in a net cash provided by investing activities of $133,609,215[27]. - The cash balance at the end of the period was $49,390, a decrease from $304,513 at the end of the previous period[27]. Business Operations and Future Plans - The company has not commenced any operations as of June 30, 2024, and all activities relate to the search for a prospective initial Business Combination[33]. - The company has extended the deadline to complete a Business Combination from July 30, 2024, to January 30, 2025, as approved by shareholders[43]. - The company will cease operations and redeem Public Shares if a Business Combination is not completed within the Combination Period[43]. - The Company entered into a business combination agreement with Tactical Resources Corp. on August 22, 2024, following a previous non-binding letter of intent with Glowforge Inc. that was terminated in Q4 2023[51]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination[175]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq indicating non-compliance with the listing rule requiring a business combination within 36 months of the IPO, with potential delisting effective August 6, 2024[135]. - The Company has 180 days to regain compliance with the Market Value of Listed Securities (MVLS) Rule, requiring a minimum MVLS of $35 million for at least ten consecutive business days[137]. - On September 23, 2024, the Nasdaq Panel granted the Company continued listing, provided compliance with initial listing standards by January 27, 2025[139]. Internal Controls and Accounting - The company identified a material weakness in internal controls related to compliance with an agreement during the fiscal year ended December 31, 2023[202]. - A material weakness was also noted in the proper accrual of fees owed to vendors during the quarters ended March 31, 2024, and June 30, 2024[202]. - As of June 30, 2024, the company's disclosure controls and procedures were deemed ineffective due to the identified material weaknesses[203]. - The company plans to enhance its review process for complex agreements and improve access to accounting literature[204]. - The company aims to improve communication with vendors regarding necessary accruals[205]. Shareholder and Sponsor Activities - The Sponsor purchased 3,902,648 founder units from the Original Sponsor for an aggregate purchase price of $1, with each unit consisting of one Class B ordinary share and one-third of a redeemable warrant[88]. - The Original Sponsor is no longer required to make monthly payments to the Company after the Extension Proposal was approved, which previously amounted to $225,000 per month[49]. - The Company may raise up to $1,500,000 from an Investor to fund extension payments and working capital, with $250,000 already received upon execution of the Subscription Agreement[52]. - The Company recorded an aggregate redemption amount of approximately $140,838,808 for 13,532,591 Class A ordinary shares at a redemption price of approximately $10.41 per share[193]. - The Chief Financial Officer is entitled to a fee of $12,500 for services related to due diligence, with additional compensation in the form of 365,000 Founder Shares and 175,000 Founder Warrants[102].

IPO and Business Combination - The Company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the issuance of 25,000,000 Units at $10.00 per Unit, with offering costs of approximately $13.75 million[135]. - Following the IPO, the Company placed approximately $282.5 million of net proceeds into a Trust Account, which will be invested in U.S. government securities or money market funds until a business combination is completed[138]. - The Company signed a non-binding letter-of-intent for a business combination with Glowforge Inc. on July 26, 2023, but the LOI was terminated in Q4 2023[150]. - On August 22, 2024, the Company entered into a business combination agreement with Pubco and Tactical Resources Corp., which will involve an amalgamation under the Business Corporations Act of British Columbia[151]. - The Company must complete a business combination with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[140]. - The company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination, with the expectation that interest income will cover income tax obligations[161]. - The company has until January 30, 2025, to complete a business combination, after which a mandatory liquidation will occur if not completed[165]. - The company incurred significant costs in pursuit of its initial business combination and may need additional financing to complete it or to redeem a significant number of public shares[163]. Financial Performance - For the three months ended March 31, 2024, the company recorded a net loss of $148,236, primarily due to operating and formation costs of $396,075 and a loss on changes in fair value of warrant liability of $844,142, partially offset by interest and dividend income of $1,091,981[156]. - The company had net cash used in operating activities of $215,423 for the three months ended March 31, 2024, which was impacted by a net loss of $148,236 and stock-based compensation expense of $16,346[157]. - As of March 31, 2024, the company had cash of $40,944 held outside the Trust Account and a working capital deficit of $579,649, indicating potential liquidity issues[165]. - The company recorded an aggregate fair value of $367,610 for 331,180 Founder Shares assigned to non-redeeming shareholders as part of non-redemption agreements[174]. - The net income per ordinary share is calculated by dividing net income by the weighted-average number of ordinary shares outstanding, excluding accretion associated with redeemable Class A ordinary shares[178]. Shareholder Actions and Redemptions - On July 27, 2023, shareholders approved an extension of the deadline for completing a business combination from July 30, 2023, to July 30, 2024, with 13,532,591 Class A ordinary shares redeemed for approximately $140.8 million[146]. - In the January 29, 2024, Extraordinary General Meeting, shareholders approved an extension to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[147]. - A total of 13,532,591 Class A ordinary shares were redeemed at approximately $10.41 per share, resulting in an aggregate redemption amount of approximately $140,838,808[179]. - After redemptions, approximately $153,169,659 remained in the Company's trust account, which decreased to $24,629,032 after further redemptions on January 29, 2024[179]. Financial Structure and Obligations - The Company has broad discretion in applying the net proceeds from the IPO and private placements, primarily aimed at consummating a business combination[139]. - The Original Sponsor and the Sponsor each agreed to pay $112,500 in extension contributions in December 2023 and January 2024[153]. - The company has no off-balance sheet arrangements as of March 31, 2024, indicating a straightforward financial structure[167]. - The principal balance of the Sponsor Promissory Note is payable upon the consummation of an initial business combination, with no interest accruing on the unpaid principal[176]. - As of March 31, 2024, the outstanding balance under the Sponsor Promissory Note was $481,367, while the Working Capital Loan was forgiven with a fair value of $123,500[181]. Accounting and Regulatory Matters - The Company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period[180]. - The initial fair value of the Public Warrants was estimated using a binomial/lattice model, while the fair value of the Founder and Private Placement Warrants was set equal to that of the Public Warrants due to lack of meaningful volatility[184]. - The Company has identified critical accounting estimates that could materially affect financial condition, including accruals associated with third-party providers and the valuation of warrants[185]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which enhances income tax disclosures and will be effective for annual periods beginning after December 15, 2024[186]. Compensation and Fees - The Chief Financial Officer is entitled to a fee of $12,500 for services related to due diligence and will receive 365,000 Founder Shares and 175,000 Founder Warrants, with a success fee of $50,000 contingent upon closing the initial business combination[175]. - The company entered into a Subscription Agreement allowing the Sponsor to raise up to $1,500,000 for extension payments and working capital, with specific terms for share forfeiture upon completion of a business combination[171].

Internal Controls and Financial Reporting - Management identified a material weakness in internal controls related to compliance with an agreement during the fiscal year ended December 31, 2023[371]. - The company reported that it has processes in place to identify and apply applicable accounting requirements, but failed to make appropriate accounting entries related to the Trust Agreement[371]. - Management concluded that the Consolidated Financial Statements fairly present the company's financial position and results of operations in conformity with U.S. GAAP[371]. - Management has implemented remediation steps to improve internal control over financial reporting, including enhancing access to accounting literature and consulting with third-party professionals[373]. - The company plans to expand and improve its review process for complex agreements and corresponding accounting requirements[373]. Leadership and Management - Kanishka Roy serves as President and CEO since January 3, 2024, and has over 25 years of experience in technology and finance[376]. - Steven Handwerker has been the Chief Financial Officer since March 20, 2024, with over 15 years of experience in financial services and FinTech[377]. - Michael Dinsdale, a director since January 2, 2024, has secured over $1 billion in financing and has been part of teams generating more than $100 billion in value[378]. - Alan Black, a director since January 2, 2024, has over 35 years of experience in leading public and private software enterprises, including IPO experience[380]. Corporate Governance - The board of directors is divided into three classes, with each class serving a three-year term, and the first class's term will expire at the first annual general meeting[382]. - The audit committee consists of three independent directors: Alan Black, David Sable, and Michael Dinsdale[390]. - The compensation committee is also composed entirely of independent directors and is responsible for reviewing executive compensation policies[396]. - No cash compensation has been paid to executive officers or directors prior to the initial business combination[386]. - The company has not established a limit on the amount of consulting or management fees that may be paid post-business combination[387]. Ethics and Indemnification - The company intends to disclose any amendments to its Code of Ethics in a Current Report on Form 8-K[398]. - Directors and officers have fiduciary duties, including acting in good faith and avoiding conflicts of interest[399]. - The company has purchased a policy of directors' and officers' liability insurance to cover defense costs and indemnification obligations[406]. - The company will only complete its initial business combination with the approval of a majority of shareholders present at the meeting[405]. - Officers and directors have agreed to waive any claims against the trust account, limiting indemnification to available funds outside the trust account[407]. - The company believes indemnification provisions are necessary to attract and retain talented officers and directors[408]. - During the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable to officers and directors were complied with[409].

Financial Performance - The company recorded a net income of $1,883,025 for the three months ended September 30, 2023, compared to $542,884 for the same period in 2022, reflecting an increase of approximately 247%[154]. - For the nine months ended September 30, 2023, the company reported a net income of $7,947,874, up from $6,769,548 in the same period of 2022, indicating a year-over-year increase of about 17.3%[155]. - The company generated interest and dividend income of $2,596,438 from investments held in the Trust Account for the three months ended September 30, 2023, compared to $1,275,127 for the same period in 2022, representing a growth of approximately 103%[154]. Cash and Liabilities - As of September 30, 2023, the company held cash of $259,009 and current liabilities of $1,428,807, compared to cash of $726,869 and current liabilities of $1,268,564 as of December 31, 2022[144]. - As of September 30, 2023, the company had cash of $259,009 held outside the Trust Account and a working capital deficit of $1,126,141, which may not be sufficient for operations for at least the next 12 months[164]. - The company has a Working Capital Loan facility of $1,500,000 from a newly formed affiliate of the Sponsor, expected to be drawn as needed[150]. - A Working Capital Loan of $1,500,000 was entered into in August 2023 to help cover monthly Trust Account contributions and other working capital needs[164]. - As of September 30, 2023, the principal amount outstanding under the Working Capital Loan was $725,000, with a fair value of $154,200[174][176]. Business Combination Plans - The company signed a non-binding letter of intent for a business combination with Glowforge Inc. on July 26, 2023, with further details expected in Q4 2023[151][152]. - The company must complete one or more initial business combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[143]. - The company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination, with the expectation that interest income will cover income tax obligations[160]. - If a Business Combination is not consummated by July 30, 2024, there will be a mandatory liquidation and subsequent dissolution of the company[165]. - The company may need to obtain additional financing to complete its business combination or to redeem a significant number of Public Shares[162]. Operating Costs - The company incurred operating and formation costs of $470,399 for the three months ended September 30, 2023, compared to $664,502 for the same period in 2022, showing a decrease of approximately 29%[154]. - The company expects to continue incurring significant costs in pursuit of its initial business combination, with net cash used in operating activities amounting to $742,860 for the nine months ended September 30, 2023[156]. - The company has incurred and expects to continue to incur significant costs in pursuit of its initial business combination, raising concerns about its ability to operate without additional financing[162]. Investment Activities - For the nine months ended September 30, 2023, net cash provided by investing activities was $140,388,808, primarily due to cash withdrawn from the Trust Account to pay redeeming shareholders[158]. - On July 27, 2023, 13,532,591 Class A ordinary shares were tendered for redemption by shareholders for a total value of $140,838,808[172]. - The underwriters were paid a cash underwriting discount of $0.20 per Unit, totaling $5,650,000, upon the closing of the IPO[168].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $3,943,986, primarily from interest and dividend income of $3,453,154 and a gain on fair value of warrant liability of $844,141 [144]. - The company recorded a net income of $6,064,849 for the six months ended June 30, 2023, driven by interest and dividend income of $6,493,944 and a gain on receivable related to potential business combination of $374,975 [146]. - The company incurred net cash used in operating activities of $422,356 for the six months ended June 30, 2023, primarily due to operational costs [148]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [143]. Cash and Liabilities - As of June 30, 2023, the company held cash of $304,513 and current liabilities of $1,141,554, indicating a decrease in cash from $726,869 as of December 31, 2022 [136]. - As of June 30, 2023, the company had $304,513 in cash held outside of the Trust Account and a working capital deficit of $776,843, which may not be sufficient for operations for at least the next 12 months [154]. - As of June 30, 2023, the company had cash of $304,513 outside the Trust Account, which will be used for identifying and evaluating prospective partner businesses [149]. Business Combination and Financing - The company signed a non-binding letter of intent for a business combination with Glowforge Inc. on July 26, 2023, with plans to announce further details upon executing a definitive merger agreement expected in Q4 2023 [142]. - An Extraordinary General Meeting on July 27, 2023, resulted in shareholder approval to extend the deadline for completing the initial business combination to July 30, 2024, and allowed Class B ordinary shares to convert to Class A ordinary shares [138]. - The company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination, with the remaining proceeds to be used as working capital for operations and growth strategies [150]. - 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 [153]. - The company has until July 30, 2024, to complete a business combination, after which there will be a mandatory liquidation if not completed [155]. IPO and Shareholder Information - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit, with additional proceeds of approximately $32.5 million from the over-allotment option [129]. - Following the Extension Proposal, approximately 13,532,591 Class A ordinary shares were redeemed for cash at a price of approximately $10.41 per share, totaling around $140,838,808, leaving approximately $153,169,659 in the Trust Account [140]. - All 28,250,000 Class A ordinary shares sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance [161]. - The underwriters were paid a cash underwriting discount of $0.20 per unit, totaling $5,650,000, upon the closing of the IPO and partial exercise of the over-allotment option [158]. Valuation and Accounting - The initial fair value of the Public Warrants was estimated using a binomial/lattice model, while the fair value of Founder and Private Placement Warrants was set equal to that of Public Warrants due to lack of meaningful volatility [165]. - The company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable ordinary shares accordingly [162]. Going Concern - Management has determined that there are substantial doubts about the company's ability to continue as a going concern through one year from the date of the financial statements filed [155].

Financial Performance - The company reported a net income of $2,120,863 for the three months ended March 31, 2023, compared to $3,218,049 for the same period in 2022, indicating a decrease of about 34.3%[13]. - Basic and diluted net income per share for Class A ordinary shares was $0.06 for the three months ended March 31, 2023, down from $0.09 in the same period of 2022, reflecting a decline of 33.3%[13]. - Net income for the three months ended March 31, 2023, was $2,120,863, a decrease of 34.3% compared to $3,218,049 for the same period in 2022[18]. - The company recognized a loss of $844,141 in connection with the change in the fair value of warrant liabilities for the three months ended March 31, 2023, compared to a gain of $3,814,259 for the same period in 2022[88]. Assets and Liabilities - Total assets as of March 31, 2023, were $290,503,897, an increase from $287,503,867 as of December 31, 2022, representing a growth of approximately 0.7%[12]. - Total current assets decreased to $880,056 as of March 31, 2023, from $920,816 as of December 31, 2022, a decline of approximately 4.4%[12]. - Total current liabilities increased to $1,303,590 as of March 31, 2023, compared to $1,268,564 as of December 31, 2022, an increase of about 2.8%[12]. - The accumulated deficit increased to $(11,638,335) as of March 31, 2023, from $(10,718,408) as of December 31, 2022, indicating a rise in the deficit of about 8.6%[12]. - The total liabilities as of March 31, 2023, were $12,517,598, an increase from $11,638,431 as of December 31, 2022, representing a rise of about 7.6%[12]. Cash Flow and Working Capital - The company reported net cash used in operating activities of $(383,860) for the three months ended March 31, 2023, which is consistent with $(384,098) for the same period in 2022[18]. - Cash at the end of the period was $343,009, down from $1,740,087 at the end of March 31, 2022, representing a decline of 80.3%[18]. - The company has a working capital deficit of $423,534 as of March 31, 2023, which may not be sufficient for operations over the next 12 months[26]. - As of March 31, 2023, the company had $343,009 in cash held outside of the Trust Account and a working capital deficit of $423,534, which may not be sufficient for operations for at least the next 12 months[91]. Business Combination and Future Plans - The company has until July 30, 2023, to complete a Business Combination, after which mandatory liquidation will occur if not completed[26]. - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination, with the possibility of withdrawing interest income to pay income taxes[89]. - The company has broad discretion regarding the application of net proceeds from the IPO and Private Placement, primarily aimed at consummating a business combination[86]. - The company intends to target businesses larger than it could acquire with the net proceeds of its IPO, which may require additional financing[91]. Trust Account and Investments - The company held investments in a Trust Account amounting to $289,623,841 as of March 31, 2023, slightly up from $286,583,051 as of December 31, 2022, a growth of approximately 1.1%[12]. - The company placed approximately $250.0 million of net proceeds from the IPO and certain proceeds from the Private Placement into a Trust Account, which will be invested in U.S. government securities[86]. - The company holds $289,623,841 in money market investments as of March 31, 2023, compared to $286,583,051 as of December 31, 2022[76]. Warrant Liabilities - The company had warrant liabilities of $1,326,508 as of March 31, 2023, significantly up from $482,367 as of December 31, 2022, representing an increase of approximately 175.5%[12]. - The warrant liability for Public Warrants is recorded at $1,035,833 as of March 31, 2023, an increase from $376,667 as of December 31, 2022[76]. - The Company accounts for warrants as derivative liabilities, with re-measurement at each balance sheet date to reflect current fair value[71]. IPO and Offering Costs - The company generated gross proceeds of $250,000,000 from its Initial Public Offering, which was completed on July 30, 2021[21]. - The Company incurred offering costs amounting to $16,641,377 from its Initial Public Offering, with $14,937,225 recorded as a reduction of temporary equity[41]. - The underwriters received a cash underwriting discount of $5.65 million upon the closing of the Initial Public Offering and partial exercise of the over-allotment option[64]. Risk Factors and Going Concern - Management continues to evaluate the impact of the COVID-19 pandemic and geopolitical events on the Company's financial position, but specific impacts remain undetermined[28]. - Management has determined that substantial doubt exists about the company's ability to continue as a going concern through one year from the date of the financial statements[91]. - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed with the SEC on April 17, 2023[103].

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit, with offering costs of approximately $13.75 million[15]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[15]. - The private placement of 800,000 units at $10.00 per unit generated gross proceeds of $8.0 million, with an additional 65,000 units sold for $650,000[16]. - Approximately $250.0 million of the net proceeds from the IPO and certain private placement proceeds were placed in a trust account, to be invested in U.S. government securities[17]. Business Combination Requirements - The company must complete one or more initial business combinations with an aggregate fair market value of at least 80% of the net assets held in the trust account[19]. - If a business combination is not completed within 24 months from the IPO, the company will redeem public shares at a cash price equal to the amount in the trust account[20]. - The company has not yet selected a prospective partner for a business combination and has not initiated substantive discussions with any candidates[23]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available in the trust account[24]. Shareholder Rights and Redemption - A total of 8,975,001 public shares, or 35.9% of the 25,000,000 public shares sold in the public offering, must be voted in favor of the initial business combination for it to be approved[47]. - The company will not redeem public shares if the aggregate cash consideration required for redemptions exceeds the available cash, which could prevent the completion of the business combination[44]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the public offering without prior consent, aimed at preventing a small group from blocking the business combination[50]. - Public shareholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the scheduled vote on the business combination[53]. Trust Account and Liquidation - The company will cease operations and liquidate if no business combination is consummated within the 24-month timeframe, redeeming public shares promptly thereafter[59]. - The per-share redemption amount upon dissolution is expected to be $10.00, but may be subject to claims from creditors, potentially reducing the actual amount received by shareholders[63]. - If the Trust Account funds are reduced below $10.00 per public share due to creditor claims, shareholders may not receive the full redemption amount[65]. - The company anticipates that all costs associated with the dissolution plan will be funded from remaining amounts outside the Trust Account, plus up to $100,000 from the Trust Account[62]. Financial Condition and Risks - As of December 31, 2022, the company had $726,869 in cash held outside of the Trust Account and a working capital deficit of $347,748, which may not be sufficient for operations for at least the next 12 months[76]. - The company must complete a Business Combination by July 30, 2023, or face mandatory liquidation and dissolution[77]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger prospective partner businesses[70]. - The ongoing COVID-19 pandemic may adversely affect the company's search for a business combination and the operations of potential partner businesses[89]. Regulatory and Compliance Issues - The company must ensure that its activities do not classify it as an investment company under the Investment Company Act, which would impose burdensome compliance requirements[109]. - Changes in laws or regulations, including proposed SEC rules, could adversely affect the company's ability to complete its initial business combination and increase associated costs[114]. - The company is not required to hold an annual general meeting until one year after its first fiscal year end following its Nasdaq listing, limiting shareholder engagement[116]. Management and Operational Risks - The company currently maintains executive offices at a cost of up to $55,000 per month for office space and administrative services[71]. - The company has two executive officers who are not obligated to devote specific hours but intend to allocate necessary time until the initial business combination is completed[72]. - The company may face challenges in obtaining additional financing for the initial business combination, which could lead to restructuring or abandonment of the deal[147]. Conflicts of Interest - The company may face conflicts of interest when engaging in business combinations with entities affiliated with its sponsor, executive officers, or directors[129]. - The company has not adopted a policy to prohibit conflicts of interest among its directors and officers, which may affect business combination opportunities[178]. - Directors and officers may have fiduciary obligations to other entities, potentially leading to conflicts in presenting business opportunities[179]. Share Structure and Dilution - The company may issue up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preference shares, with 170,885,000 Class A and 12,937,500 Class B shares authorized but unissued[193]. - The issuance of additional shares could significantly dilute the equity interest of investors, especially if Class B shares convert to Class A shares at a greater than one-to-one ratio[196]. - The potential issuance of additional Class A ordinary shares upon warrant exercise could make the company a less attractive acquisition vehicle for prospective partners[208]. Warrant and Redemption Terms - The company issued warrants to purchase 9,416,666 Class A ordinary shares as part of the IPO, with an additional 288,334 Class A shares underlying private placement units[207]. - The company may redeem outstanding public warrants at $0.01 per warrant if the Class A ordinary shares' closing price exceeds $18.00 for 20 trading days within a 30-day period[203]. - The company’s warrants are classified as liabilities and recorded at fair value, which may adversely affect the market price of Class A ordinary shares[198].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $542,884, driven by interest and dividend income of $1,275,127 and offset by operating costs of $664,502[145]. - For the nine months ended September 30, 2022, the company recorded a net income of $6,769,548, primarily from a gain on fair value of warrant liability of $6,949,642[146]. - The company has incurred net cash used in operating activities of $1,120,106 for the nine months ended September 30, 2022, due to changes in fair value of the warrant liability[147]. Cash and Liabilities - As of September 30, 2022, the company held cash of $1,004,079 and current liabilities of $697,140, compared to cash of $2,124,185 and current liabilities of $193,254 as of December 31, 2021[142]. - There were no cash flows from investing activities for the nine months ended September 30, 2022, while net cash used in investing activities was $282,500,000 for the period from inception through September 30, 2021[148]. - As of September 30, 2022, the company had no off-balance sheet arrangements[155]. IPO and Financing - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit[135]. - Underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units at an offering price of $10.00 per Unit, totaling $32,500,000[156]. - The cash underwriting discount paid to underwriters was $0.20 per Unit, amounting to $5,650,000 in total, with an additional deferred fee of $0.35 per Unit, totaling $9,887,500[157]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with the remaining proceeds used for working capital[152]. - The company may seek additional financing to complete its business combination or to redeem a significant number of Public Shares, which may involve issuing additional securities or incurring debt[154]. Share and Warrant Classification - All 28,250,000 Class A ordinary shares sold in the IPO have a redemption feature, classified outside of permanent equity due to SEC guidance[160]. - Changes in redemption value of redeemable ordinary shares are recognized immediately, adjusting the carrying value to equal the redemption value at each reporting period[161]. - Warrants are classified as either equity or liability based on specific terms, with assessments conducted at issuance and quarterly[162]. - For warrants meeting equity classification criteria, they are recorded as additional paid-in capital; otherwise, they are recorded at fair value[164]. Accounting Standards - Management does not anticipate any material effects from recently issued accounting standards on the financial statements[165].