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 the cash from the proceeds of our IPO and the sale of the private placement warrants, as well as our shares, debt or a combination of these 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.
• 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 significant debt or incur substantial 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.
• Our immediate repayment of all principal and interest if the debt is payable on demand.
• Restrictions on our ability to obtain necessary additional financing.
• Our inability to pay dividends on our ordinary shares.
• Using a substantial portion of our cash flow to pay principal and interest, 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 not engaged in any operations or 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

The key financial results for the periods presented are summarized in the table below:

The net income in each period was driven by non-operating gains, including from the change in fair value of the derivative warrant liabilities and unrealized gains on the marketable securities held in the Trust Account. General and administrative expenses have increased over time as we have become a public company.

Liquidity, Capital Resources and Going Concern Considerations

Until the IPO, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans. The IPO and related transactions generated $232.3 million in gross proceeds, which were placed in the Trust Account.

As of June 30, 2023, we had $41,844 in our operating bank account and $49,362,200 held in the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform due diligence, and complete a business combination.

We may need to obtain additional financing to complete a business combination, either from issuing additional securities or incurring debt. There is a risk that our liquidity may not be sufficient, and the Sponsor intends to provide working capital loans if needed.

Uncertainty around consummating a business combination by the October 22, 2023 deadline raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the financial statements in the event of a required liquidation after that date.

Related Party Transactions

Our Sponsor purchased 8,900,000 private placement warrants for $8.9 million. The Sponsor also owns 5,750,000 founder shares, after a surrender of 2,875,000 shares.

We pay the Sponsor $10,000 per month for office space and support services, up to a maximum of $160,000, which was reached in February 2023.

The Sponsor or its affiliates may loan us funds as needed to finance transaction costs for a business combination, which could be repaid from the Trust Account proceeds.

JOBS Act

As an emerging growth company under the JOBS Act, we are allowed to delay the adoption of new or revised accounting standards and are exempt from certain other reporting requirements applicable to public companies. This may result in our financial statements not being fully comparable to those of non-emerging growth public companies.