Overview

We are a newly incorporated blank check company, incorporated on March 5, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We have not selected any business combination target yet. We intend to use cash from the proceeds of our IPO and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt to effectuate our initial business combination.

The issuance of additional ordinary shares or preference shares in a business combination could have several potential impacts:

• It may significantly dilute the equity interest of investors in our IPO, especially if the anti-dilution provisions in the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.
• It may subordinate the rights of holders of ordinary shares if preference shares with senior rights are issued.
• It could cause a change of control if a substantial number of our ordinary shares are issued, potentially resulting in the resignation or removal of our current directors and officers.
• It may have the effect of delaying or preventing a change of control by diluting the share ownership or voting rights of a person seeking to obtain control of us.
• It may adversely affect the market prices of our units, ordinary shares and/or warrants.
• It may not result in an adjustment to the exercise price of our warrants.

Similarly, if we issue debt or incur significant indebtedness, it could result in:

• Default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay the debt.
• Acceleration of our debt obligations if we breach certain covenants that require maintaining financial ratios or reserves.
• Our immediate repayment of all principal and interest if the debt is payable on demand.
• Our inability to obtain necessary additional financing if the debt contains restrictive covenants.
• Our inability to pay dividends on our ordinary shares.
• Using a substantial portion of our cash flow to pay principal and interest on the debt, reducing funds available for other purposes.
• Limitations on our flexibility in planning for and reacting to changes in our business and industry.
• Increased vulnerability to adverse economic, industry, and regulatory changes.
• Limitations on our ability to borrow additional amounts.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for our IPO. Following our IPO, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after our IPO. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After our IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of our IPO.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through September 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, the Company’s search for a target business with which to complete a Business Combination and activities in connection with the proposed Transactions. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the three months ended September 30, 2023, we had a net loss of $1,521,855, consisting of general and administrative expenses of $1,597,474, offset by a loss from the change in fair value of derivative warrant liabilities of $554,880 and an unrealized gain on marketable securities held in the Trust Account of $630,499.

For the three months ended September 30, 2022, we had a net loss of $348,075 which consists of general and administrative expenses of $1,441,411, offset by a gain from the change in fair value of derivative warrant liabilities of $63,240 and by an unrealized gain on marketable securities held in the Trust Account of $957,118.

For the nine months ended September 30, 2023, we had a net loss of $1,020,930, which consisted of general and administrative expenses of $5,344,586, offset by an unrealized gain on marketable securities held in the Trust Account of $4,711,256, and a loss from the change in fair value of derivative warrant liabilities of $387,600.

For the nine months ended September 30, 2022, we had net income of $9,626,072, which consists of general and administrative expenses of $2,101,762, offset by a gain from the change in fair value of derivative warrant liabilities of $10,404,000, gain in settlement of underwriters’ fees of $202,459, and by an unrealized gain on marketable securities held in the Trust Account of $1,121,245.

Liquidity, Capital Resources and Going Concern Considerations

Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.

On October 22, 2021, we consummated the Initial Public Offering of 20,000,000 shares, at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $8,000,000. On November 15, 2021, the underwriters exercised their overallotment option to purchase 3,000,000 ordinary shares and 1,500,000 public warrants, at a price of $10.00 per Unit, generating gross proceeds of $30,000,000. Also on November 15, 2021, we consummated additional sale of 900,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $900,000.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $232,300,000 was placed in the Trust Account. We incurred $21,834,402 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $9,184,402 of other costs.

For the nine months ended September 30, 2023, cash provided in operating activities was $33,723. Net loss of $1,020,930 was offset by general and administrative expenses paid by related party of $87,810, interest earned on investment held in Trust Account of $4,711,256, changes in fair value of derivative warrant liabilities of $387,200, and changes in operating assets and liabilities, which generated $5,290,499 of cash.

As of September 30, 2023, we had cash of $8,412. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence, travel, review corporate documents, and structure, negotiate and complete a Business Combination.

As of September 30, 2023, we had cash and marketable securities held in the Trust Account of $49,992,699. We may withdraw interest to pay our income taxes, if any. We intend to use substantially all the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our Business Combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Liquidity and Going Concern Considerations

As of September 30, 2023, we had $8,412 in our operating bank account, a working capital deficit of $9,337,388, and $49,992,699 of securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem our ordinary shares. We have determined that mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. We believe we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a business combination or one year from this filing. However, there is a risk that our liquidity may not be sufficient.

We have until April 22, 2024 to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Uncertainty related to consummation of a Business Combination raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after April 22, 2024.

Related Party Transactions

In March 2021, our sponsor subscribed for 8,625,000 Class B ordinary shares, which was subsequently reduced to 5,750,000 shares in September 2021.

We have entered into an Administrative Services Agreement with our sponsor, under which we pay a monthly fee of $10,000 for office space, utilities, secretarial, administrative and support services, up to a maximum of $160,000. This maximum threshold was reached in February 2023.

Our sponsor, directors, officers, or their affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf. Our audit committee reviews these reimbursements quarterly.

Our sponsor or an affiliate may loan us funds as required to finance transaction costs in connection with an initial business combination. Such loans may be convertible into warrants at $1.00 per warrant.

Our sponsor purchased 8,900,000 private placement warrants at $1.00 per warrant ($8,900,000 total) in a private placement concurrent with our IPO. These warrants have certain transfer restrictions and exercise privileges different from the public warrants.

We have also entered into a registration rights agreement that may require us to register certain securities for sale under the Securities Act, subject to the securities being released from lock-up restrictions.

Off-Balance Sheet Arrangements, Commitments and Contractual Obligations, Quarterly Results

As of September 30, 2023, we did not have any off-balance sheet arrangements, commitments or contractual obligations. No unaudited quarterly operating data is included as we have conducted no operations to date.

JOBS Act

As an “emerging growth company” under the JOBS Act, we are allowed to delay adoption of new or revised accounting standards, and are exempt from certain other reporting requirements applicable to public companies. We are evaluating the benefits of these exemptions and may elect to use them in the future.