Financial Performance - The company reported a net income of $559,864 for the three months ended March 31, 2025, primarily from interest earned on cash and marketable securities held in the trust account [174]. - As of March 31, 2025, the trust account held cash and marketable securities totaling $85,688,408, including approximately $23,288,612 of interest income [184]. - The company generated total gross proceeds of $230,000,000 from its initial public offering, with transaction costs amounting to $16,804,728 [177][179]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of the initial business combination [197]. Shareholder Activity - Shareholders redeemed 7,129,439 Class A ordinary shares for approximately $77.4 million at a redemption price of $10.86 per share following the First Extension Charter Amendment [165]. - Following the Second Extension Charter Amendment, shareholders redeemed 8,620,849 Class A ordinary shares for an aggregate amount of $99,613,642 at a redemption price of approximately $11.55 per share [167]. - All 15,870,561 Class A ordinary shares are subject to redemption and are presented at redemption value as temporary equity [204]. Business Operations - The company has not engaged in any operations or generated revenues to date, focusing solely on identifying a target company for a business combination [173]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing an initial business combination [161]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination and for working capital to finance operations of the target business [184]. Financial Position - The company has cash held outside the trust account of $81,252 available for working capital needs [185]. - As of March 31, 2025, the company had $85,688,408 in cash and marketable securities held in the trust account for business combination completion [193]. - The company has a working capital deficit of $3,682,958 as of March 31, 2025 [193]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2025 [195][196]. - The company has no borrowings under any working capital loans as of March 31, 2025 [186]. Funding and Financial Support - The company issued an unsecured promissory note to the sponsor for $2,400,000 in connection with the Second Extension Charter Amendment [168]. - The company issued unsecured promissory notes totaling $1,800,000 on November 6, 2023, to fund extension payments for the business combination period [188]. - The sponsor deposited $150,000 in the trust account in November 2024, December 2024, January 2025, February 2025, and April 2025 to extend the business combination period [191]. Legal and Advisory Services - The company has engaged a legal advisor for services related to the initial business combination, with fees contingent upon successful completion [198]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity conditions [192].

Acquisition Plans and Financial Risks - The company expects to incur significant costs in pursuit of its acquisition plans and may not have sufficient funds outside the trust account to operate until at least the Extended Date[86]. - The requirement for the target business to have a fair market value equal to at least 80% of the trust account balance may limit the number of potential acquisition targets[97]. - The company is not obligated to obtain an independent valuation for the business it acquires, relying instead on the judgment of its board of directors[98]. - The potential for write-downs or impairments post-acquisition could negatively impact the company's financial condition and shareholder value[90]. - The company may need to rely on loans from its sponsor or management team to fund its operations if external financing is insufficient[88]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect its leverage and financial condition[109]. - The lack of diversification from completing a single business combination may expose the company to significant economic, competitive, and regulatory risks[110]. - The company may face additional risks if it attempts to complete business combinations with multiple prospective targets simultaneously, which could hinder operations and profitability[111]. - If the company cannot complete its initial business combination by the Extended Date, public shareholders may face delays in redeeming their shares[91]. - The company anticipates that the investigation and negotiation for each target business will require substantial management time and costs, which may not be recoverable if the business combination is not completed[100]. Shareholder Redemption and Value - If the initial business combination is not completed, public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account[87]. - If the initial business combination is not completed, public shareholders may receive approximately $10.30 per share upon liquidation of the trust account, and warrants will expire worthless[100]. - The trust account funds may be subject to third-party claims, potentially reducing the per-share redemption amount below $10.30[196]. - If claims against the trust account are successful, the funds available for initial business combination and redemptions could be reduced significantly[198]. - The company may face a reduction in the amount of funds in the trust account available for distribution to public shareholders if indemnification obligations are not enforced, potentially lowering the per-share amount below $10.30[200]. - Shareholders could be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares, which could be viewed as unlawful payments if the company is unable to pay its debts[201]. Operational and Legal Risks - The company may pursue acquisition opportunities with early-stage or financially unstable businesses, which could introduce significant operational risks[96]. - If the company completes a business combination with a large complex business, it may encounter numerous operational risks that could delay or prevent the desired results[114]. - If the company acquires a business located outside of the United States, it may face additional legal and operational risks that could negatively impact its operations[120]. - The company may face significant challenges and costs in managing cross-border business operations, which could negatively impact financial and operational performance[122]. - The legal systems in many countries where the company operates may be unpredictable and underdeveloped, adversely affecting operations and financial condition[125]. - Uncertainty in international economic and political relationships, including tariffs and regulatory changes, could materially affect the ability to identify and consummate business combinations[131]. Governance and Control Issues - The company may not maintain control of a target business post-acquisition, potentially leading to challenges in management and operations[132]. - The absence of a specified maximum redemption threshold may allow the company to complete business combinations that a majority of shareholders do not support[137]. - Provisions in the company's amended articles may inhibit takeovers, potentially limiting share price appreciation and entrenching management[138]. - The company may seek to amend its constitutional documents to facilitate business combinations, which could occur without broad shareholder support[139]. - The company has a provision allowing amendments to its memorandum and articles of association with a two-thirds majority vote, which is a lower threshold compared to many blank check companies[142]. - Initial shareholders collectively own 20% of the total founder shares and Class A ordinary shares, which may facilitate amendments to the company's governing documents[143]. Financial Instruments and Market Risks - The company issued 7,666,666 warrants as part of its initial public offering and an additional 8,900,000 private placement warrants, which could affect the market price of Class A ordinary shares[150]. - Changes in the value of the company's warrants, classified as liabilities, may lead to fluctuations in financial results and impact the market price of Class A ordinary shares[151]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares exceeds $18.00 for any 20 trading days within a 30 trading-day period[173]. - Holders of public warrants may be required to exercise their warrants on a "cashless basis," resulting in fewer Class A ordinary shares received upon exercise[176]. - The company may issue additional Class A ordinary shares upon the conversion of founder shares at a ratio greater than one-to-one, potentially diluting existing shareholders[182]. - The grant of registration rights to sponsors may adversely affect the market price of Class A ordinary shares and complicate the initial business combination process[184]. - Significant dilution of equity interest for investors in the initial public offering could occur if a substantial number of Class A ordinary shares are issued[185]. Management and Personnel Risks - The company is dependent on a small group of key personnel, including the CEO and CFO, for operations and success in completing the initial business combination[187]. - The ability to successfully effect the initial business combination is reliant on the efforts of key personnel, some of whom may join the target business post-combination[188]. - Conflicts of interest may arise as executive officers and directors allocate their time between the company and other business endeavors[190]. - The company has not adopted a policy to prevent directors and officers from having financial interests in transactions, which may lead to conflicts of interest[193]. - The personal and financial interests of directors and officers may influence their motivation in selecting a target business, potentially affecting shareholder interests[194]. Regulatory and Compliance Challenges - The company must comply with Sarbanes-Oxley Act requirements, which may increase the time and costs associated with completing an acquisition[159]. - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors[205]. - The company has not opted out of the extended transition period under the JOBS Act, which may complicate comparisons of its financial statements with those of other public companies[206]. - The company is a "smaller reporting company," allowing it to provide only two years of audited financial statements, which may hinder comparisons with other public companies[207]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete its initial business combination[208]. - If deemed an investment company under the Investment Company Act, the company would face burdensome compliance requirements and may abandon efforts to complete a business combination[210]. Listing and Market Risks - The company is currently listed on Nasdaq, but there is no assurance that it will maintain this listing prior to its initial business combination, which requires compliance with more rigorous initial listing requirements[165]. - If the company's securities are delisted from Nasdaq, they may be quoted on an over-the-counter market, leading to reduced liquidity and trading activity[170]. - The company may face reduced liquidity for its securities if they are classified as "penny stocks," which would impose stricter trading rules[167]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern, raising concerns about liquidity and potential mandatory liquidation[214].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,909,414, which includes interest earned on cash and marketable securities of $2,340,228[137]. - For the nine months ended September 30, 2024, the company had a net income of $7,551,693, driven by interest income of $6,924,394 from cash and marketable securities[139]. Trust Account and Securities - As of September 30, 2024, the company held cash and marketable securities in the trust account amounting to $182,526,592, including approximately $21,413,154 in interest income[147]. - Following the First Extension Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A ordinary shares were redeemed at approximately $10.86 per share[129]. - After the Second Extension Charter Amendment, approximately $83.77 million remained in the trust account after 8,620,849 Class A ordinary shares were redeemed at approximately $11.55 per share[131]. - As of September 30, 2024, the company had $199,764 in operating bank accounts and $182,526,592 in marketable securities held in the trust account[156]. Initial Public Offering - The company completed its initial public offering on May 10, 2022, raising total gross proceeds of $230,000,000 from the sale of 23,000,000 units[142]. - The company incurred transaction costs of $16,804,728 related to the initial public offering, which included $4,600,000 in underwriting commissions[144]. - The deferred underwriting commission from the initial public offering amounts to $11,500,000, contingent upon the consummation of a business combination[160]. Business Operations and Future Plans - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[136]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination and for working capital of the target business[147]. - The company has engaged a legal advisor for services related to the consummation of an initial business combination, with fees contingent upon success[161]. Debt and Obligations - The company has a working capital deficit of $2,689,447 as of September 30, 2024[156]. - The company issued an unsecured promissory note to the sponsor for $2,400,000 in connection with the Second Extension Charter Amendment[132]. - The company issued an unsecured promissory note of $500,000 on October 12, 2023, and additional notes of $250,000 each on January 19, 2024, and July 12, 2024[150]. - The company drew an aggregate of $1,800,000 from the First Extension Note, with $150,000 drawn at each extension date from November 2023 through October 2024[152]. - The company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2024[158][159]. - The company is obligated to pay the sponsor $10,000 per month for office space and administrative services until the completion of an initial business combination or liquidation[159]. Liquidity and Going Concern - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern[155]. - The company has no material changes to the risk factors disclosed in its 2023 Annual Report as of the date of this Quarterly Report[170].

Financial Performance - Net income for the three months ended June 30, 2024, was $2,107,407, compared to $3,719,216 for the same period in 2023, indicating a decrease of approximately 43.3%[9] - Basic and diluted net income per share for Class A ordinary shares was $0.10 for the three months ended June 30, 2024, down from $0.13 for the same period in 2023, a decrease of approximately 23.08%[10] - Basic net income per ordinary share for the six months ended June 30, 2024, was $0.21, compared to $0.26 for the same period in 2023, reflecting a decrease of 19.2%[47] - For the six months ended June 30, 2024, the company reported a net income of $4,642,279, which included interest earned on cash and marketable securities of $4,584,166[98] Assets and Liabilities - Total assets as of June 30, 2024, increased to $179,915,252 from $174,582,232 as of December 31, 2023, representing a growth of approximately 1.91%[7] - Cash and marketable securities held in the Trust Account amounted to $179,736,364 as of June 30, 2024, up from $174,252,198 as of December 31, 2023[5] - Current liabilities increased to $2,451,313 as of June 30, 2024, from $1,530,978 as of December 31, 2023, reflecting an increase of approximately 60%[7] - The accumulated deficit as of June 30, 2024, was $(19,382,414), compared to $(18,540,527) as of December 31, 2023, showing an increase in the deficit of approximately 4.55%[8] - The Company reported a working capital deficit of $2,272,425 as of June 30, 2024[29] Trust Account and Business Combination - The Company placed $236.9 million in the Trust Account, which will be invested in U.S. government treasury obligations or money market funds[22] - As of June 30, 2024, the Company had $179,736,364 in cash and marketable securities held in the Trust Account for the completion of a Business Combination[29] - On November 6, 2023, shareholders approved an amendment extending the deadline for consummating a business combination to November 10, 2024, allowing for up to twelve one-month extensions[23] - Following the Charter Amendment, approximately 7.1 million Class A Ordinary Shares were redeemed for an aggregate amount of approximately $77.4 million, leaving about $172.4 million in the Trust Account[23] - The Company will provide public shareholders the opportunity to redeem their shares at a price equal to the amount in the Trust Account prior to the consummation of the initial business combination[24] Operating Activities and Costs - The company reported a net cash used in operating activities of $(262,868) for the six months ended June 30, 2024, compared to $(256,034) for the same period in 2023, indicating a slight increase in cash outflow[14] - The company incurred operating costs of $421,481 for the six months ended June 30, 2024, compared to $550,776 for the same period in 2023[101][102] Shareholder and Equity Information - The Company issued 5,750,000 Class B ordinary shares at a total subscription price of $25,000, approximately $0.004 per share, representing 20% of the total outstanding shares upon IPO completion[60] - As of June 30, 2024, there were 21,620,559 Class A Ordinary Shares issued and outstanding, with 15,870,561 subject to possible redemption[73] - The Class A Ordinary Shares subject to possible redemption totaled $179,736,364 as of June 30, 2024[40] Financial Instruments and Valuation - The fair value of the company's financial instruments approximates their carrying amounts due to their short-term nature[48] - The company recorded a liability for the warrants issued in connection with the Initial Public Offering, which must be re-measured at fair value at each balance sheet date[50] - The public warrant liability is valued at $774,333, down from $996,667 as of December 31, 2023, representing a decrease of approximately 22.3%[78] - The private placement warrant liability is valued at $898,900 as of June 30, 2024, compared to $1,165,656 as of December 31, 2023, indicating a decrease of about 22.9%[78] Regulatory and Compliance Matters - The Company is considered an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[33] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[120] Risks and Uncertainties - The Company has substantial doubt about its ability to continue as a going concern due to liquidity conditions[28] - The military conflict in Ukraine and the Middle East has created global economic uncertainties that may adversely affect the Company's operations and ability to complete a Business Combination[27] Miscellaneous - The Company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[96] - The Company has engaged a legal advisor for services related to an initial business combination, with fees contingent upon successful completion[114]

Financial Position - As of March 31, 2024, the company had cash and marketable securities held in the trust account amounting to $176,978,684, including approximately $16,765,246 of interest income[144]. - The company has a working capital deficit of $1,624,127 as of March 31, 2024[152]. - The company had cash held outside the trust account of $120,718 available for working capital needs as of March 31, 2024[145]. - The company has no long-term debt obligations or significant liabilities, except for a monthly payment of $10,000 to the sponsor for office-related services[155]. - The company has no off-balance sheet arrangements as of March 31, 2024, and December 31, 2023[154]. Income and Expenses - For the three months ended March 31, 2024, the company reported a net income of $2,534,872, which included interest earned on cash and marketable securities of $2,276,486[135]. - The company incurred operating costs of $223,183 for the three months ended March 31, 2024[135]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[134]. Initial Public Offering - The company generated total gross proceeds of $230,000,000 from its initial public offering, with transaction costs amounting to $16,804,728[138][141]. - The underwriters of the initial public offering are entitled to a deferred underwriting commission of $11,500,000, contingent upon the completion of a business combination[156]. Business Combination - The company has extended the deadline to consummate a business combination from November 10, 2023, to up to November 10, 2024, allowing for monthly extensions[132]. - The sponsor deposited an Extension Payment of $150,000 into the trust account to facilitate the extension of the business combination period[148]. - The company has engaged a legal advisor for services related to a potential business combination, with fees contingent on success[157]. Accounting Policies - The company adopted ASU 2016-13 on January 1, 2023, which did not impact its financial statements[161]. - The company accounts for warrants as liabilities at fair value, subject to re-measurement at each balance sheet date[159]. - The fair value of convertible promissory notes is recorded at issuance and adjusted at each balance sheet date, with changes recognized as non-cash gains or losses[160]. - The company does not anticipate a material impact from the adoption of ASU 2023-09, effective after December 15, 2025[162]. - Management's financial estimates are based on significant judgments and historical experience, which may lead to actual results differing from estimates[158]. - The company has not disclosed any quantitative and qualitative market risk information as it qualifies as a smaller reporting company[164].

Financial Viability and Risks - The company expects that the funds available outside of the trust account will be sufficient to operate until at least the Extended Date, but cannot assure the accuracy of this estimate[76]. - The company anticipates incurring significant costs in pursuit of acquisition plans, and may need to rely on loans from affiliates to fund operations[78]. - The company may not have sufficient funds to continue operations if it cannot secure additional financing or loans from affiliates[78]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect its leverage and financial condition[97]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern[193]. - If the company does not consummate a business combination by the Extended Date, there will be a mandatory liquidation and subsequent dissolution[193]. Shareholder Redemption and Liquidation - If the initial business combination is not completed, public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account[76]. - If the company cannot complete the initial business combination by the Extended Date, public shareholders may face delays in redemption from the trust account[81]. - If the company fails to locate a suitable target business, it may be forced to liquidate, resulting in shareholders receiving less than $10.30 per share[86]. - The trust account funds may be subject to third-party claims, potentially reducing the per-share redemption amount below $10.30[175]. - If the trust account is reduced due to claims, the company may not be able to complete the initial business combination, affecting shareholder returns[176]. - Public shareholders are entitled to receive their pro-rata share of proceeds held in the trust account, plus any interest income, net of taxes paid or payable[178]. - If the company files for bankruptcy after distributing proceeds, a court may seek to recover those proceeds from shareholders[180]. Acquisition Strategy and Risks - The target business must have a fair market value equal to at least 80% of the funds in the trust account at the time of the definitive agreement, which may limit potential acquisition opportunities[86]. - The company may enter into a business combination with early-stage or financially unstable companies, which could introduce significant operational risks[85]. - The company may seek complex business combinations requiring significant operational improvements, which could delay achieving desired results[104]. - There is a risk that the company may pursue a business combination with a private company about which little information is available, leading to unexpected profitability outcomes[103]. - The lack of diversification from completing a single business combination may expose the company to numerous economic, competitive, and regulatory risks[100]. - The company may face increased costs and risks if attempting to complete multiple business combinations simultaneously, potentially impacting profitability[102]. Governance and Control - The company is not required to obtain an independent valuation for the target business, relying instead on the judgment of its board of directors[87]. - The founder shares will equal 20% of the total number of ordinary shares issued upon completion of the initial public offering, differing from typical blank check company structures[88]. - Initial shareholders collectively own 20% of the total founder shares and Class A ordinary shares, which may facilitate amendments to the company's governing documents[130]. - The company has a provision allowing amendments to its memorandum and articles of association with a two-thirds majority vote, which is a lower threshold compared to many blank check companies[129]. - The company may not maintain control of the target business post-combination, potentially impacting management effectiveness[120]. - Shareholders may not have the opportunity to vote on director appointments until after the initial business combination, limiting their influence on management[141]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from disclosure requirements[184]. - The company may remain a smaller reporting company until the market value of its ordinary shares held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[186]. - There is a risk that the company could be deemed an unregistered investment company, which would impose compliance burdens and potentially lead to liquidation[188]. - The company has not adopted a policy to prevent conflicts of interest among directors and officers regarding business combinations[172]. - The management team may need to familiarize itself with U.S. securities laws post-business combination, which could lead to regulatory issues[115]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition due to the need for adequate internal controls[143]. Market and Economic Conditions - Increased competition among special purpose acquisition companies may make attractive targets scarcer and drive up costs[117]. - The market for the company's securities may not fully develop or be sustained, adversely affecting liquidity and price due to various geopolitical and economic conditions[151]. - The company may face regulatory scrutiny from state securities regulators if it is no longer listed on Nasdaq, which could hinder the sale of its securities[150]. - Changes in the market for directors and officers liability insurance could complicate the negotiation of initial business combinations[121]. Financial Instruments and Share Dilution - The company has issued 8,900,000 private placement warrants, each exercisable for one Class A ordinary share at $11.50 per share, which will be worthless if a business combination is not completed[94]. - The company issued 7,666,666 warrants as part of its initial public offering and an additional 8,900,000 private placement warrants, which could affect the attractiveness of the company as an acquisition target[136]. - The company is authorized to issue up to 200,000,000 Class A ordinary shares, which may significantly dilute existing shareholders' equity interests if additional shares are issued[161]. - The company may issue additional Class A ordinary shares under an employee incentive plan after the initial business combination, which could further dilute shareholder interests[160]. - Changes in the value of the company's warrants, classified as liabilities, may lead to material fluctuations in financial results and affect the market price of Class A ordinary shares[137]. - The company may face difficulties in completing an initial business combination if it issues additional shares at a price below $9.20, which would adjust the exercise price of the warrants[139]. Operational Challenges - The company may face challenges in enforcing legal rights if it completes a business combination with a foreign entity, potentially leading to significant losses[110]. - Managing cross-border operations can be costly and complex, negatively impacting financial and operational performance[111]. - The company may migrate to a different jurisdiction, which could complicate tax implications for shareholders and affect the enforcement of agreements[113]. - Legal systems in many countries may be unpredictable and corrupt, adversely affecting operations and financial condition[114]. - Currency fluctuations could diminish the target business's success in international markets, affecting financial results[116]. Key Personnel and Management - The company is dependent on a small group of key personnel, and their unexpected departure could adversely affect operations[166]. - Successful completion of the initial business combination relies on key personnel, and loss of such personnel could impact post-combination profitability[167]. - Key personnel may negotiate compensation agreements with target businesses, potentially leading to conflicts of interest[168]. - Executive officers and directors may have conflicts of interest due to their involvement in other business activities[169].

Financial Position - As of September 30, 2023, the company had cash and marketable securities held in the trust account amounting to $248,671,364, including approximately $11,771,364 of interest income[145]. - As of September 30, 2023, the company had a working capital deficit of $137,566, with only $26,981 in cash held outside the trust account[152]. - As of September 30, 2023, there are no off-balance sheet arrangements, obligations, assets, or liabilities reported[154]. - The company has no long-term debt obligations, with a monthly payment of $10,000 for office space and administrative services starting from May 5, 2022[155]. Income and Revenue - For the three months ended September 30, 2023, the company reported a net income of $1,866,658, primarily from interest earned on cash and marketable securities held in the trust account[133]. - For the nine months ended September 30, 2023, the company achieved a net income of $9,296,631, driven by interest income of $8,925,457 and a change in the fair value of warrant liabilities[134]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[132]. Initial Public Offering - The company completed its initial public offering on May 10, 2022, raising total gross proceeds of $230,000,000 from the sale of 23,000,000 units at a price of $10.00 per unit[138]. - The company incurred transaction costs of $16,804,728 related to the initial public offering, which included $4,600,000 in underwriting commissions and $11,500,000 in deferred underwriting commissions[142]. - A deferred underwriting commission of $11,500,000 is contingent upon the successful completion of an initial business combination[156]. Business Combination - The company has extended the deadline to consummate a business combination from November 10, 2023, to December 10, 2023, by making an Extension Payment of $150,000[149]. - The company plans to utilize substantially all funds held in the trust account to complete its initial business combination and for working capital to finance operations of the target business[145]. - The company has engaged a legal advisor for services related to a potential business combination, with fees contingent on success[157]. Shareholder Equity - Following the Charter Amendment, approximately $172.4 million remained in the trust account after 7,129,439 Class A Ordinary Shares were redeemed at a price of approximately $10.86 per share, totaling around $77.4 million[131]. - All 23,000,000 Class A ordinary shares are subject to possible redemption and are classified as temporary equity at redemption value[162]. - Changes in the redemption value of ordinary shares are recognized immediately, affecting additional paid-in capital and accumulated deficit[163]. - Net income per share is calculated by dividing net income by the weighted average number of ordinary shares outstanding, with two classes of shares sharing earnings and losses pro rata[164]. Internal Controls - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended September 30, 2023[170].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $3,719,216, driven by interest income of $2,825,634 and changes in fair value of warrant liabilities and convertible promissory notes [117]. - For the six months ended June 30, 2023, the company achieved a net income of $7,429,973, with interest income contributing $5,727,752 and changes in fair value of warrant liabilities totaling $1,166,032 [118]. - The company has incurred operating costs of $311,461 for the three months ended June 30, 2023, and $550,776 for the six months ended June 30, 2023 [117][118]. Cash and Securities - As of June 30, 2023, the company held cash and marketable securities in the trust account amounting to $245,473,659, including approximately $8,573,659 in interest income [125]. - As of June 30, 2023, the company had cash held outside the trust account of $217,633 available for working capital needs [126]. Initial Public Offering - The company completed its initial public offering on May 10, 2022, raising total gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit [121]. - The total net proceeds from the initial public offering, including the sale of private placement warrants and sponsor loan, amounted to $236,900,000, with transaction costs of $16,804,728 [123]. Going Concern - The company has substantial doubt about its ability to continue as a going concern beyond November 10, 2023, without completing a business combination [128]. Use of Funds - The company intends to use substantially all funds held in the trust account to complete its initial business combination and for working capital of the target business [125]. Debt and Obligations - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2023 [132][132]. Accounting Standards - Management does not anticipate any material effect on condensed financial statements from recently issued accounting standards [141]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures [142].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $3,710,757, driven by interest income of $2,902,118 and changes in fair value of warrant liabilities and convertible promissory notes [114]. - The company has no operating revenues to date and does not expect to generate any until after completing its initial business combination [113]. Initial Public Offering - The company completed its initial public offering on May 10, 2022, raising total gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit [117]. - The company incurred transaction costs of $16,804,728 related to the initial public offering, including $4,600,000 in underwriting commissions [119]. Cash and Securities - As of March 31, 2023, the company had cash and marketable securities of $242,648,025 in the trust account, which will be used for the completion of a business combination [121]. - As of March 31, 2023, the company had cash held outside the trust account of $421,781 available for working capital needs [122]. Debt and Financial Obligations - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2023 [128][129]. - The company has raised $4,600,000 in a sponsor loan, which may be converted into warrants at the sponsor's discretion [118]. Going Concern - The company has substantial doubt about its ability to continue as a going concern beyond November 10, 2023, without completing a business combination [124]. Equity Presentation - The company recognizes changes in the redemption value of its Class A ordinary shares immediately, presenting them as temporary equity on the balance sheet [134].

Acquisition Plans and Financial Risks - The company expects to incur significant costs in pursuit of its acquisition plans and may not have sufficient funds available outside of the trust account to operate until at least November 10, 2023[81]. - The company may depend on loans from its sponsor or management team to fund its search for a business combination if net proceeds from the initial public offering are insufficient[83]. - The company may incur substantial debt to complete the initial business combination, which could negatively impact the value of shareholders' investments[104]. - The company may face significant risks if it combines with an early-stage or financially unstable business, including volatile revenues and difficulties in retaining key personnel[90]. - The company acknowledges that extensive due diligence may not uncover all material issues with a target business, potentially leading to write-downs or other charges post-combination[85]. - The company may face increased costs and risks if attempting to complete multiple business combinations simultaneously[108]. - The company may face additional risks if it completes its initial business combination with a business located outside of the United States, including currency fluctuations and longer payment cycles[113]. - The inability to enforce legal rights in the target's jurisdiction could result in significant losses in business opportunities or capital[116]. - Managing cross-border operations may lead to increased costs and challenges, negatively impacting financial performance[117]. - The company may face challenges in completing its initial business combination due to the grant of registration rights to its sponsors[173]. Shareholder Redemption and Liquidation - If the initial business combination is not completed by November 10, 2023, public shareholders may receive approximately $10.30 per share or less upon liquidation of the trust account[82]. - If the company is unable to locate a suitable target business, it may be forced to liquidate, resulting in shareholders receiving less than $10.30 per share[91]. - If the company is required to liquidate before distributing the trust account funds, investors may have to wait beyond the ten business days following the 18-month initial business combination period for redemption proceeds[86]. - The trust account funds may be subject to third-party claims, potentially reducing the per-share redemption amount below $10.30[186]. - The per-share redemption amount for public shareholders could be less than $10.30 due to potential claims by creditors against the trust account[188]. - Shareholders holding more than 15% of Class A ordinary shares may lose the ability to redeem those excess shares without prior consent during the initial business combination[169]. - If the initial business combination is not completed by November 10, 2023, the company is obligated to redeem 100% of public shares at approximately $10.30 per share[140]. Corporate Governance and Conflicts of Interest - The company is not required to obtain an independent opinion on the fairness of the price paid for the business, relying instead on the judgment of its board of directors[92]. - The financial interests of independent directors in founder shares may create potential conflicts of interest in selecting target businesses[101]. - The company has not adopted a policy to prevent conflicts of interest among its directors and executive officers regarding business opportunities[183]. - Initial shareholders collectively own 20% of the total founder shares and Class A ordinary shares, which may influence voting on amendments and business combinations[137]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination despite substantial shareholder disagreement[130]. - Provisions in the company's memorandum may inhibit takeovers, potentially limiting share price appreciation for investors[131]. - Amendments to the company's constitutional documents may be sought to facilitate business combinations, which could affect shareholder rights[133]. Regulatory and Compliance Risks - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors[195]. - The company may remain a smaller reporting company until market value of its ordinary shares held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[198]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete its initial business combination[199]. - Proposed SEC rules may increase costs and time needed to negotiate and complete an initial business combination[200]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements and restrictions on its activities[201]. - The SEC has indicated that SPACs not completing their initial business combination within the proposed timeframe may be deemed subject to the Investment Company Act[204]. - The company intends to comply with the proposed safe harbor rule under the Investment Company Act to avoid being classified as an investment company[205]. Financial Instruments and Share Structure - The company has 5,750,000 founder shares outstanding, representing 20% of the total number of outstanding public shares and founder shares after the initial public offering[100]. - The private placement warrants total 8,900,000, each exercisable for one Class A ordinary share at $11.50 per share, with 6,600,000 warrants purchased by the sponsor[100]. - The company issued 7,666,666 warrants as part of its initial public offering and an additional 8,900,000 private placement warrants, which could affect the attractiveness of the company as an acquisition target[143]. - The accounting treatment of warrants as liabilities may lead to fluctuations in financial results and affect the market price of Class A ordinary shares[145]. - The company may face difficulties in completing an initial business combination if it needs to issue additional shares at a price below $9.20, which could adjust the exercise price of warrants[147]. - The company may issue up to 200,000,000 Class A ordinary shares, with 180,000,000 currently authorized but unissued[170]. - The issuance of additional Class A ordinary shares could significantly dilute the equity interest of existing investors[176]. - The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination[170]. Operational and Management Risks - The company is dependent on a small group of key personnel, including the CEO and CFO, for its operations and future business combinations[175]. - The management team’s past performance may not be indicative of future success in identifying suitable business combinations[174]. - The company does not have employment agreements or key-man insurance for its executive officers, which could impact operations if key personnel leave[175]. - Cyber incidents could lead to information theft, operational disruption, and financial loss, posing a risk to the company's business[209]. Trust Account and Investment Risks - The trust account is expected to earn approximately $309,000 annually at an interest rate of 0.15%[203]. - The company is restricted from investing trust account proceeds in securities other than U.S. government securities or certain money market funds[203]. - The company has not made adjustments to asset or liability carrying amounts in light of potential liquidation after November 10, 2023[208]. - As of December 31, 2022, the company was not subject to any market or interest rate risk due to investments in U.S. government obligations with a maturity of 185 days or less[252]. - The company may redeem public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares exceeds $18.00 for 20 trading days within a 30-day period[164]. - Holders of warrants may receive fewer Class A ordinary shares upon exercise if the company requires a cashless exercise[165]. - The company may amend the terms of the warrants with the approval of at least 65% of the outstanding public warrants, potentially affecting holders adversely[168].