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].