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].

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[110]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[110]. - The company raised $8.0 million from a Private Placement of 800,000 units at $10.00 per unit, alongside an additional $650,000 from 65,000 Additional Private Placement Units[111]. Financial Position - As of March 31, 2022, the company held cash of $1,740,087 and current liabilities of $391,158[117]. - For the three months ended March 31, 2022, the company reported a net income of $3,218,049, primarily due to a gain on fair value of warrant liability of $3,814,259[119]. - The company incurred net cash used in operating activities of $384,098 for the three months ended March 31, 2022[121]. Business Operations and Expectations - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[118]. - 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[115]. - If the company fails to complete a business combination within the Combination Period, it will redeem Public Shares at a per-share price equal to the amount in the Trust Account[116]. - The company expects to incur significant costs in pursuit of its initial business combination and may need additional financing to complete it[125]. Shareholder and Equity Information - Net income (loss) per ordinary share is calculated by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period[131]. - There are 28,250,000 Class A ordinary shares sold in the IPO, which contain a redemption feature related to liquidation and shareholder votes[132]. - Changes in redemption value of redeemable ordinary shares are recognized immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[133]. Warrant Classification - Warrants are classified as either equity or liability based on specific terms and applicable guidance, with assessments conducted at issuance and quarterly[134]. - For warrants meeting equity classification criteria, they are recorded as additional paid-in capital; otherwise, they are recorded at initial fair value[135]. Accounting Standards and Reporting - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[136]. - The company is classified as a smaller reporting company, making certain market risk disclosures not applicable[137].

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[17]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[17]. - The private placement of 800,000 units at $10.00 per unit with the Sponsor and anchor investors raised gross proceeds of $8.0 million[18]. - 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[19]. - The company has $272,612,500 in net proceeds from the public offering and private placement units available for initial business combination[137]. 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[21]. - If the company fails to complete a business combination within the Combination Period, it will redeem public shares at a price equal to the amount in the Trust Account divided by the number of outstanding public shares[22]. - The company is obligated to complete its initial business combination within 24 months from the closing of the public offering[94]. - The company anticipates that it will need 8,975,001 public shares, or 35.9% of the 25,000,000 public shares sold, to be voted in favor of the initial business combination for approval[50]. - The company may not complete its initial business combination if a substantial majority of shareholders do not agree with the transaction[142]. Redemption Rights and Procedures - The initial cash amount in the Trust Account is expected to be $10.00 per public share, which will be the redemption price for shareholders[45]. - The company will provide public shareholders with the opportunity to redeem their shares upon completion of the initial business combination, regardless of their voting decision[45]. - 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[56]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC "penny stock" rules[64]. - If the initial business combination is not completed within 24 months from the public offering, the company will redeem public shares at a per-share price equal to the amount in the Trust Account, estimated at $10.00 per share[62][66]. Financial and Operational Risks - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available in the Trust Account[26]. - Claims by creditors could reduce the amount available in the Trust Account, potentially leading to a per-share redemption amount of less than $10.00[66][70]. - The company may face bankruptcy risks that could reduce the per-share amount received by shareholders during liquidation, potentially lowering it below $10.00 per public share[111]. - The COVID-19 outbreak may adversely affect the search for a business combination and the status of debt and equity markets[95]. - The company may face challenges in obtaining additional financing for the initial business combination, which could lead to restructuring or abandonment of the deal[151]. Management and Governance - The company has not yet selected a prospective partner for a business combination and has not initiated substantive discussions with any candidates[25]. - The management team will conduct extensive due diligence on prospective partner businesses, including meetings with management and document reviews[31]. - The company may face conflicts of interest due to relationships with affiliated entities during the business combination process[132]. - Executive officers and directors are not required to commit full time to the company's affairs, which may lead to conflicts of interest and impact the ability to complete the initial business combination[179]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[182]. Shareholder Rights and Voting - Shareholders are restricted from redeeming more than 15% of the shares sold in the public offering without prior consent, to prevent large blocks of shares from being used to block the business combination[53]. - If the company seeks shareholder approval, it will only complete the business combination if it obtains a majority vote from shareholders attending the meeting[50]. - The company may not hold a shareholder vote for business combinations if not required by law, potentially allowing combinations without majority support[82]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination despite shareholder dissent[141]. - Amendments to the memorandum and articles of association may be easier for the company compared to other blank check companies, potentially impacting shareholder rights[144]. Share Structure and Dilution - The company has authorized the issuance of up to 200 million Class A ordinary shares, with 163,516,667 available for issuance immediately after the public offering[197]. - The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination, which will not have redemption rights[197]. - The company may issue additional Class A ordinary shares or preference shares to complete the initial business combination, which could dilute existing shareholders' interests[197]. - The potential issuance of a substantial number of additional Class A ordinary shares upon exercise of warrants could make the company a less attractive acquisition vehicle to prospective partner businesses[212]. - Issuing additional shares may significantly dilute the equity interest of investors in the public offering, especially if Class B ordinary shares convert to Class A ordinary shares at a greater than one-to-one ratio[200]. Warrant and Liability Issues - The company issued warrants to purchase 9,416,666 Class A ordinary shares as part of the units offered in its IPO, with private placement units having underlying warrants for an additional 288,334 Class A ordinary shares at $11.50 per share[211]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period[210]. - The company’s warrants will be accounted for as a warrant liability and recorded at fair value upon issuance, which may adversely affect the market price of Class A ordinary shares[203]. - The structure of the units, containing one-third of one redeemable warrant, may cause the units to be worth less than units of other blank check companies that include a whole warrant[213]. - The underwriters are entitled to deferred commissions that will be released only upon the completion of an initial business combination, creating potential conflicts of interest[183].

Financial Performance - For the three months ended September 30, 2021, the company recorded a net income of $3,013,329, primarily due to a gain on fair value of warrant liability of $3,812,458 [130]. - From inception (February 5, 2021) through September 30, 2021, the company reported a net income of $973,440, which included a gain on fair value of warrant liability of $2,997,875 [130]. - Net cash used in operating activities from inception through September 30, 2021, was $847,941, primarily due to changes in fair value of the warrant liability [131]. - Net cash provided by financing activities during the same period was $285,715,719, mainly from proceeds of the Initial Public Offering and private placement [132]. Cash and Investments - As of September 30, 2021, the company had cash of $2,367,778 held outside the trust account, intended for identifying and evaluating prospective partner businesses [137]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination [138]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from the Initial Public Offering of 25,000,000 units at $10.00 per unit [133]. - The underwriters partially exercised the over-allotment option, purchasing an additional 3,250,000 units for gross proceeds of $32,500,000 [136]. - The company issued a promissory note for up to $300,000 to cover expenses related to the Initial Public Offering, which was repaid on August 6, 2021 [143]. Warrant Liability - The company recorded warrants as a component of additional paid-in capital if they meet equity classification criteria [152]. - For warrants not meeting equity classification, they are recorded at initial fair value and adjusted for changes in estimated fair value as non-cash gains or losses [152]. Risk Factors - As of September 30, 2021, the company was not subject to any market or interest rate risk [153]. - The company has no off-balance sheet arrangements as of September 30, 2021 [142].

Financial Performance - The company reported a net income of $215,625 for the three months ended June 30, 2021, resulting entirely from the change in fair value of warrant liability [109]. - For the period from inception through June 30, 2021, the company had a net loss of $2,039,889, which included a loss on sale of warrants of $1,213,542 and a change in fair value of warrant liability of $814,583 [111]. - The company has not engaged in any operations or generated operating revenues to date, with future income expected to come from interest on cash and cash equivalents held after the Initial Public Offering [109]. Initial Public Offering - The company consummated its Initial Public Offering on July 30, 2021, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit [113]. - The underwriters partially exercised their over-allotment option on August 5, 2021, purchasing an additional 3,250,000 units for gross proceeds of $32,500,000 [114]. - The underwriters received a cash underwriting discount of $0.20 per unit, totaling $5,650,000 upon closing of the Initial Public Offering and partial exercise of the over-allotment option [126]. Financial Position - As of June 30, 2021, the company had $500,000 in its operating bank account [112]. - The company issued a promissory note for up to $300,000 to cover expenses related to the Initial Public Offering, with $151,402 outstanding as of June 30, 2021 [124]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination [115]. Expenses and Costs - The company expects to incur approximately $155,000 for legal, accounting, due diligence, and other expenses related to business combinations [120]. Warrant Accounting - Issued or modified warrants that meet equity classification criteria are recorded as additional paid-in capital at issuance [131]. - Warrants not meeting equity classification criteria are recorded at their initial fair value on the date of issuance [131]. - Changes in estimated fair value of warrants are recognized as non-cash gains or losses on the statements of operations [131]. - The fair value of the Founder Warrants was estimated using a Black-Scholes Option Pricing Model [131]. Risk Factors - As of June 30, 2021, the company was not subject to any market or interest rate risk [132].