UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40912 Compass Digital Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | N/A | | --- | ...

Business Combination Process - The company is in the process of completing its initial Business Combination, specifically the EEW Business Combination, which is expected to enhance shareholder value [13]. - The company has extended the Combination Period from October 19, 2023, to July 19, 2024, allowing more time to finalize the Business Combination [16]. - The company plans to seek approval to further extend the Combination Period beyond April 19, 2025, in the upcoming 2025 Proxy Statement [19]. - The company must complete its initial Business Combination by April 19, 2025, which is 42 months from the closing of the Initial Public Offering [30]. - The obligations to consummate the EEW Business Combination are subject to various conditions, including the approval of shareholders and the absence of any Material Adverse Effect [62]. - The EEW Business Combination Agreement may be terminated if the Closing does not occur by January 19, 2025, with potential extensions of up to three additional months [65]. - The EEW Business Combination will result in the Company becoming a wholly-owned subsidiary of Pubco, with all outstanding securities of the Company being cancelled in exchange for Pubco securities [43]. - The transaction includes provisions for drag-along rights to facilitate the transfer of shares to certain former shareholders of an affiliate of EEW [53]. Financial Information - The company completed its Initial Public Offering on October 19, 2021, raising gross proceeds of $200 million from the sale of 20 million Units at $10.00 per Unit [25]. - A total of $200 million was placed in the Trust Account, consisting of $196 million from the Initial Public Offering and $4 million from the Private Placement [28]. - The amount in the Trust Account is approximately $11.14 per Public Share as of December 31, 2024, providing Public Shareholders with the opportunity to redeem their shares at this price upon completion of the initial Business Combination [94]. - The per-share redemption amount in the Trust Account is approximately $11.14 as of December 31, 2024, before taxes payable [120]. - The company has access to up to $27.72 million from funds outside the Trust Account to cover potential claims, with a reserve for claims and liabilities of up to $50,000 [125]. - The Trust Account may be reduced below $10.00 per Public Share due to claims from creditors, affecting the redemption price for shareholders [124]. - The company must have at least $5,000,001 in net tangible assets at Closing unless shareholders approve amendments to eliminate this requirement [60]. - The Company and Pubco must collectively have an aggregate amount of cash and cash equivalents equal to or exceeding $15 million at Closing [63]. Shareholder Actions and Rights - The 2023 EGM resulted in 4,998,734 Public Shares not being redeemed, while 16,045,860 Public Shares were redeemed at approximately $10.54 per share [17]. - The company has entered into Non-Redemption Agreements to encourage investors not to redeem their shares during the EGM [17]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent [108]. - The company will provide Public Shareholders with redemption rights either through a general meeting or a tender offer, allowing flexibility in how the initial Business Combination is executed [97]. - The redemption offer will remain open for at least 20 business days, and the initial Business Combination cannot be completed until the expiration of this period [102]. - The company intends to return any certificates delivered by Public Shareholders who elected to redeem their shares if the proposed initial Business Combination is not approved [113]. Risks and Uncertainties - The company is subject to various risks and uncertainties that may cause actual results to differ materially from forward-looking statements [15]. - The company may incur losses from costs related to identifying and evaluating target businesses if the initial Business Combination is not completed, reducing available funds for future transactions [86]. - The company has a lack of business diversification, which may expose it to risks associated with the performance of a single business post-combination [87]. - The funds in the Trust Account could be subject to claims from creditors, which would take priority over Public Shareholders' claims [121]. - In the event of bankruptcy, the Trust Account funds could be subject to claims from third parties, potentially reducing the amount returned to shareholders [126]. - The company faces competition from other SPACs and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints [129]. Share Structure and Sponsor Agreements - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the new Sponsor during the Sponsor Handover on August 31, 2023 [31]. - Following the Sponsor Handover and Founder Share Conversions, there are 5,681,485 Class A Ordinary Shares and 2,110,122 Class B Ordinary Shares outstanding, with Legacy Sponsor and Sponsor holding approximately 28.45% and 39.70% of the total shares, respectively [41]. - The company issued 600,000 Class A Ordinary Shares on October 19, 2023, following the approval of the Founder Share Amendment Proposal [16]. - The company issued 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares on October 19, 2023 [37]. - An additional 2,600,000 Founder Shares were converted into Class A Ordinary Shares on a one-for-one basis on July 24, 2024 [38]. - The Sponsor Agreement stipulates that if unpaid transaction expenses exceed $5 million, the Sponsor will either pay the excess in cash or forfeit shares equivalent to the excess amount [74]. Regulatory and Compliance Matters - The 2024 SPAC Rules adopted by the SEC may materially affect the company's ability to negotiate and complete its initial Business Combination, potentially increasing costs and time [14]. - The EEW Registration Statement must be declared effective by the SEC prior to Closing [60]. - Financial statements of potential target businesses must comply with GAAP or IFRS, which may limit the pool of candidates for Business Combinations [132]. - The company is required to file periodic reports with the SEC, including audited financial statements [131]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions [136]. - The company will remain a smaller reporting company until specific revenue and market value thresholds are exceeded [139]. Future Plans and Expectations - The company anticipates that the value of the Founder Shares will be substantially higher than the nominal price paid for them post-Business Combination [13]. - The company expects to receive proprietary deal flow opportunities due to the track record and business relationships of its officers and directors, enhancing the potential for successful acquisitions [82]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial Business Combination, targeting businesses with enterprise values greater than the net proceeds from the Initial Public Offering [81]. - The company may raise funds through equity-linked securities or loans to satisfy cash requirements for the initial Business Combination [106]. - The Earnout Shares will vest if the volume-weighted average price for Pubco Ordinary Shares reaches $11.00 or $12.00 per share during the Earnout Period [50]. - Sellers may receive up to an additional 4.2 million Earnout Shares if certain performance targets are met, including a consolidated EBITDA of at least $41.9 million for the fiscal year ending April 30, 2025 [46][50].

IPO and Trust Account - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200 million[151]. - Following the IPO, the company placed $200 million in a Trust Account, which will be invested in U.S. government treasury obligations or money market funds[156]. - On October 19, 2023, approximately $169.1 million was removed from the Trust Account due to redemptions by Public Shareholders, resulting in a redemption price of approximately $10.54 per share[171]. - During the 2024 EGM, Public Shareholders redeemed 2,713,143 Public Shares, resulting in approximately $29.6 million being removed from the Trust Account, equating to about $10.92 per share[175]. - The company will utilize up to $50,000 from accrued interest of the Trust Account for dissolution expenses if a Business Combination is not completed before the end of the Combination Period[202]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $4,568,210, with a loss from operations of $4,944,155, primarily due to operating expenses[180]. - For the nine months ended September 30, 2024, the company had a net loss of $4,205,940, with a loss from operations of $5,727,957[181]. - As of September 30, 2024, the company had a working capital deficit of $5,479,910 and only $33,544 in its operating bank account[185]. - The company drew $1,250,000 under the Polar Capital Investment, which was fair valued at $227,273 as of September 30, 2024[187]. - The company incurred $90,000 in administrative expenses for the nine months ended September 30, 2024, compared to $70,000 for the same period in 2023[192]. Business Combination and Regulations - The company expects to incur significant costs in pursuit of its initial Business Combination and cannot assure the success of this plan[166]. - The 2024 SPAC Rules adopted by the SEC may materially affect the company's ability to negotiate and complete its initial Business Combination[167]. - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 at the time of closing[159]. - The company has until December 19, 2024, to complete its initial Business Combination, or it will cease operations and redeem Public Shares[165]. - The company has until December 19, 2024, or April 19, 2025, to consummate a Business Combination, with uncertainty regarding its ability to do so[190]. Shareholder Agreements and Equity - The company entered into 2024 Non-Redemption Agreements, with investors agreeing not to redeem 2,475,000 Public Shares, in exchange for 412,498 Founder Shares for the first five months and 82,498 Founder Shares per month thereafter[173]. - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor as part of a Sponsor Handover[169]. - The estimated fair value of the 749,810 Class B Ordinary Shares attributed to investors in the 2023 Non-Redemption Agreements is $3,444,008, averaging $4.59 per share[203]. - The estimated fair value of the 742,490 Founder Shares in the 2024 Non-Redemption Agreements is $4,076,270, averaging approximately $5.49 per share[204]. - The company has waived rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[200]. Accounting and Reporting - The company does not have any critical accounting estimates that significantly affect its financial statements[205]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[207]. - The company accounts for its Ordinary Shares subject to possible redemption as temporary equity, measured at fair value[215]. - The company did not consider the effect of Warrants in the calculation of diluted income per share due to their contingent nature[211]. Underwriting and Advisory Fees - The underwriters of the Initial Public Offering were entitled to a cash underwriting discount of $4,000,000, with deferred fees of $7,000,000 payable upon completion of a Business Combination[195]. - The company has entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000, which were terminated in August 2023[197]. - The company entered into the Polar Subscription Agreement, with Polar agreeing to fund up to $1,500,000, of which $1,250,000 had been drawn as of September 30, 2024[199].

IPO and Trust Account - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200 million[124]. - Following the IPO, the total amount deposited into the Trust Account reached $212,404,880 after the partial exercise of the Over-Allotment Option[129]. - Public Shareholders redeemed approximately $169.1 million (approximately $10.54 per share) from the Trust Account during the 2023 EGM[143]. - Approximately $29.6 million was removed from the Trust Account due to redemptions by public shareholders, equating to about $10.92 per share[147]. - The Class A Ordinary Shares are recorded at a redemption value of $10.90 per share as of June 30, 2024[133]. - Ordinary Shares subject to possible redemption are classified as temporary equity, measured at fair value[181]. Business Combination and Liquidation - The company has until December 19, 2024, to complete its initial Business Combination, or it will proceed to liquidation[137]. - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 at the time of closing[131]. - The company has until December 19, 2024, or April 19, 2025, to consummate a Business Combination, raising concerns about its ability to continue as a going concern[159]. - The SEC's 2024 SPAC Rules, effective July 1, 2024, may materially affect the company's ability to negotiate and complete its initial Business Combination[139]. - The company expects to incur significant costs in pursuit of its initial Business Combination[138]. Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $475,460, which included a loss from operations of $546,106[150]. - For the six months ended June 30, 2024, the company reported a net income of $362,270, with a loss from operations of $783,802[150]. - The company generated interest income of $639,184 from cash held in the Trust Account for the three months ended June 30, 2024[150]. - As of June 30, 2024, the company held cash of $90,286 and current liabilities of $1,195,068[138]. - As of June 30, 2024, the company had a working capital deficit of $1,064,846 and $90,286 in its operating bank account[154]. Sponsor and Shareholder Agreements - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor during the Sponsor Handover[141]. - The company entered into 2024 Non-Redemption Agreements, securing commitments from investors not to redeem 2,475,000 Public Shares[145]. - Non-Redemption Agreements secured commitments from investors not to redeem 4,998,734 Public Shares for the 2023 EGM vote, in exchange for 749,810 Founder Shares[171]. - The company converted 2,600,000 Founder Shares into Class A Ordinary Shares and waived rights to funds from the Trust Account related to these shares[148]. Investments and Valuations - The company has drawn $750,000 under the Polar Capital Investment, which is valued at $136,364 as of June 30, 2024[156]. - Polar Subscription Agreement allows for funding up to $1,500,000, with $750,000 drawn as of June 30, 2024, valued at $136,364[168]. - The fair value of the 749,810 Class B Ordinary Shares is estimated at $3,444,008, or $4.59 per share, as of October 19, 2023[172]. Accounting and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[174]. - The company has not identified any critical accounting estimates that could significantly affect reported amounts[172]. - The company does not have any critical accounting estimates that could significantly affect reported amounts[172]. - Warrants are assessed for classification as equity or liability based on specific terms, with changes in fair value recognized as non-cash gains or losses[179]. - The company has waived rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed[169]. - The company will repay Polar Capital Investment upon closing of an initial Business Combination, either in cash or Class A Ordinary Shares[168].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $113,190, which included a loss from operations of $237,696 and interest earned of $631,967 [210]. - For the three months ended March 31, 2023, the company reported a net income of $1,389,974, which included a loss from operations of $318,804 and interest earned on investments of $2,304,389 [244]. - The company has incurred increased expenses due to being a public company, including legal and financial reporting costs [243]. Capital Structure - The company generated gross proceeds of $200 million from the sale of 20,000,000 Units at an offering price of $10.00 per Unit during the Initial Public Offering [200]. - The company raised $7 million from the sale of 4,666,667 Private Placement Warrants at a price of $1.50 per warrant [173]. - The company is authorized to issue up to 200,000,000 Class A Ordinary Shares, with a par value of $0.0001 per share [188]. - The company has 5,794,628 Class A Ordinary Shares issued and outstanding, with 5,194,628 of those shares subject to possible redemption [188]. - The company issued 600,000 Class A Ordinary Shares upon the conversion of Class B Ordinary Shares, subject to restrictions on transfer until certain conditions are met [209]. - As of October 19, 2023, shareholders redeemed 16,045,860 Public Shares for approximately $10.54 per share, totaling an aggregate redemption amount of approximately $169.1 million [240]. - Following the Sponsor Handover and 2023 Redemptions, there were 5,794,628 Class A Ordinary Shares and 4,710,122 Class B Ordinary Shares outstanding, with the Legacy Sponsor and New Sponsor holding approximately 21.11% and 29.44% of the shares, respectively [242]. Business Combination - The company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 immediately prior to or upon closing [175]. - The company will proceed with a Business Combination only if a majority of the outstanding shares voted are in favor of it [175]. - The company has until July 19, 2024, to consummate a Business Combination, failing which it will face mandatory liquidation [216]. - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering and Private Placement, primarily intended for consummating a Business Combination [202]. - The company has received waivers from Citigroup Global Markets Inc. and J.P. Morgan Securities LLC regarding deferred underwriting fees related to any Business Combination [177]. - The company has received waivers from underwriters regarding deferred underwriting fees, releasing $7,434,171 from the Trust Account [221]. - The company may seek to extend its Combination Period, which would require shareholder approval and could impact its Trust Account [208]. - The SEC's new rules for SPACs, effective July 1, 2024, may materially affect the company's ability to complete its initial Business Combination [237]. Cash and Liabilities - As of March 31, 2024, the company held cash of $29,982 and current liabilities of $918,123, indicating a working capital deficit of $813,740 [213]. - The company has borrowed an aggregate of $125,000 under the WCL Promissory Note as of March 31, 2024 [246]. - The company instructed to liquidate investments in the Trust Account, holding funds in an interest-bearing demand deposit account instead [247]. Investments and Fair Value - The fair value of Private Placement Warrants as of March 31, 2024, is $444,550, while the fair value of Public Warrants is $651,375 [192]. - The fair value of 749,810 Class B Ordinary Shares was estimated at $3,444,008, or an average of $4.59 per share, as of October 19, 2023 [255]. - The company entered into a Polar Subscription Agreement for a potential investment of up to $1,500,000, of which $750,000 had been drawn as of March 31, 2024 [214]. Internal Controls and Advisory - The company identified a material weakness in internal control over financial reporting, which has been remediated through enhanced processes and third-party consultations [287]. - The company entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000, which were terminated in August 2023 [252]. Other Financial Activities - The underwriters of the Initial Public Offering exercised an Over-Allotment Option, generating additional gross proceeds of $12,404,880 [220]. - The company has incurred significant costs in pursuit of its initial Business Combination, with ongoing liquidity needs to cover operational expenses and due diligence [215]. - The company has entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000, which were terminated in August 2023 [252].

Financial Position - As of December 31, 2023, the company held cash of $44,046 and current liabilities of $1,269,365, compared to cash of $936,434 and current liabilities of $1,245,832 as of December 31, 2022[177]. - The company had a working capital deficit of $780,593 as of December 31, 2023, with only $44,046 in its operating bank account[189]. - The company has recorded Class A Ordinary Shares at a redemption value of $10.65 per share as of December 31, 2023[172]. - The company incurred $120,000 in administrative expenses for the year ending December 31, 2023, compared to $30,000 in 2022[196]. - The company has borrowed a total of $125,000 under the Working Capital Loans as of December 31, 2023, down from $267,500 in 2022[190]. Business Combination - The company has until July 19, 2024, to complete its initial Business Combination, or it will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account[175]. - The company expects to incur significant costs in pursuing its initial Business Combination and cannot assure the success of these plans[177]. - The company may seek to extend the Combination Period, which would require Public Shareholder approval and could adversely affect the Trust Account balance[181]. - The company has until July 19, 2024, to complete a Business Combination, or it will face mandatory liquidation[194]. Shareholder Information - Following the 2023 Redemptions, holders of 16,045,860 Public Shares redeemed their shares for approximately $10.54 per share, totaling an aggregate redemption amount of approximately $169.1 million[158]. - The company’s Sponsors hold approximately 21.11% and 29.44% of the issued and outstanding Ordinary Shares, respectively[156]. - The company issued 5,794,628 Class A Ordinary Shares and 4,710,122 Class B Ordinary Shares, with the Prior Sponsor and Sponsor holding approximately 21.11% and 29.44% of the shares, respectively[183]. Initial Public Offering - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit on October 19, 2021, generating gross proceeds of $200 million[161]. - The company has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily intended for consummating a Business Combination[169]. Income and Expenses - For the year ended December 31, 2023, the company reported a net income of $4,386,322, despite a loss from operations of $5,490,575, primarily due to operating expenses[186]. - The company recognized a gain of $246,814 on the settlement of deferred underwriting fees for the year ended December 31, 2023[204]. Derivative Liabilities - The company reported a change in fair value of derivative warrant liabilities of $364,515 for the year ended December 31, 2023[186]. - Warrants are assessed for classification as either equity or liability instruments based on specific terms, with changes in estimated fair value recognized as non-cash gains or losses[218][219]. Share Valuation - The estimated fair value of the 749,810 Class B Ordinary Shares transferred to investors under non-redemption agreements was $3,444,008, averaging $4.59 per share[209]. - Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value, reflecting uncertain future events[220]. Regulatory Status - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements, including reduced disclosure obligations regarding executive compensation[212]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[213]. - The company is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a smaller reporting company[221]. Earnings Per Share - Net income per Ordinary Share is calculated by dividing net income by the weighted average of Ordinary Shares outstanding, excluding the effect of Warrants due to their contingent nature[217].

IPO and Fundraising - The company completed its Initial Public Offering (IPO) of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200 million on October 19, 2021[145]. - An additional 1,240,488 units were sold at $10.00 per unit on November 30, 2021, generating total gross proceeds of $12,404,880, bringing the aggregate proceeds in the Trust Account to $212,404,880[151]. - Institutional Anchor Investors purchased 20,000,000 units in the IPO, indicating strong initial interest from significant investors[146]. - The underwriters received a cash underwriting discount of $4,000,000 from the Initial Public Offering, with a deferred fee of $7,000,000 contingent on completing a Business Combination[175]. Financial Position - As of September 30, 2023, the company held cash of $450,980 and current liabilities of $926,502, indicating a decrease in cash from $936,434 as of December 31, 2022[159]. - As of September 30, 2023, the company had a working capital deficit of $390,085 and $450,980 in its operating bank account[179]. - The company incurred additional offering costs of $682,268 related to the over-allotment option, impacting net proceeds available for business combinations[151]. - Approximately $169.1 million (about $10.54 per share) was removed from the Trust Account due to the redemption of 16,045,860 Class A ordinary shares[164]. Business Operations - The company has not generated any operating revenues and will only do so after completing its initial Business Combination[144]. - For the three months ended September 30, 2023, the company reported a net income of $2,009,138, with a loss from operations of $594,934[167]. - For the nine months ended September 30, 2023, the company reported a net income of $5,410,558, with a loss from operations of $1,246,968[168]. - The company incurred $30,000 and $90,000 for related party administrative support for the three and nine months ended September 30, 2023, respectively[172]. Business Combination and Liquidation - The company has a deadline of July 19, 2024, to complete a Business Combination, or it will proceed to liquidate and redeem public shares[158]. - The company will provide public shareholders the opportunity to redeem shares for a pro rata portion of the Trust Account upon completion of a Business Combination[156]. - Shareholders approved the Extension Amendment Proposal to extend the deadline for the initial business combination from October 19, 2023, to July 19, 2024[163]. - The company has until July 19, 2024, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[182]. Risks and Classifications - The company is subject to risks associated with early-stage and emerging growth companies, including the ability to select appropriate target businesses for acquisition[143]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[184]. - The company has not opted out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[185]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[193]. Shareholder and Equity Information - The Legacy Sponsor transferred 3,093,036 Founder Shares and 4,645,398 Private Placement Warrants to the New Sponsor on August 31, 2023[161]. - Net income per ordinary share is calculated by dividing net income by the weighted average of ordinary shares outstanding, excluding the effect of certain warrants due to their anti-dilutive nature[188]. - Warrants are classified as either equity or liability based on specific terms, with assessments conducted at issuance and quarterly[189]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value on the balance sheet[191].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $2,011,446, which included $2,568,625 of interest income and $333,230 of operating expenses[150]. - For the six months ended June 30, 2023, the company had a net income of $3,401,420, consisting of $4,873,014 of interest income and $652,034 of operating expenses[152]. - The company generated non-operating income from interest on cash and cash equivalents from IPO proceeds, with no operating revenues until a Business Combination is completed[132]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on October 19, 2021, raising gross proceeds of $200 million from the sale of 20,000,000 units at $10.00 per unit[133]. - The company raised $4,000,000 in cash underwriting discount from its Initial Public Offering, with a potential total of $4,600,000 if the over-allotment option is exercised in full[161]. - The company has placed $200 million from its IPO proceeds into a Trust Account, which will be invested in U.S. government securities until a Business Combination is completed[137]. - The company incurred additional offering costs of $682,268 related to the Over-Allotment, bringing total proceeds in the Trust Account to $212,407,824[139]. Business Combination - The company has until October 19, 2023, to complete a Business Combination, or it will cease operations and redeem public shares[146]. - The company has until October 19, 2023, to consummate a Business Combination, raising substantial doubt about its ability to continue as a going concern[169]. - If a Business Combination is not consummated by October 19, 2023, there will be a mandatory liquidation and subsequent dissolution of the company[169]. - The company has agreed to pay success fees ranging from $50,000 to $1,250,000 for business combinations[162]. - The company drew $302,500 from Working Capital Loans as of June 30, 2023, to finance transaction costs related to a Business Combination[166]. Financial Position - As of June 30, 2023, the company held cash of $619,774 and current liabilities of $1,108,592[148]. - As of June 30, 2023, the company had $619,774 in its operating bank account and a working capital deficit of $317,967[166]. - The company lacks sufficient financial resources to sustain operations for a reasonable period, which is considered to be one year from the issuance date of the financial statements[169]. - The company has a liquidity need that has been satisfied through various means, including a $25,000 payment from the Sponsor and a loan of approximately $195,000[166]. Compliance and Legal Costs - The company expects to incur significant costs related to being a public company, including legal and compliance expenses[149]. Accounting and Reporting - The company accounts for its ordinary shares subject to possible redemption as temporary equity, presented at redemption value outside of the shareholders' deficit section of the balance sheet[179]. - The company has not made any adjustments in its financial statements regarding the impact of the COVID-19 pandemic, as the specific impact is not readily determinable[168].

Financial Performance - As of March 31, 2023, the company reported a net income of $1,389,974, which included $2,304,389 in interest income and $595,611 in non-operating loss from changes in fair value of warrant liabilities [159]. - As of March 31, 2023, the company reported a net income of $2,932,363, which included $17,657 in interest income and $3,216,302 in non-operating income from changes in fair value of warrant liabilities [184]. - The company had approximately $3.4 million in cash and $2.7 million in working capital immediately after the IPO, indicating sufficient capital to sustain operations for at least one year [158]. - As of March 31, 2023, the company held cash of $761,586 and current liabilities of $1,045,168, reflecting ongoing liquidity challenges [182]. - The fair value of warrant liabilities increased to $1,548,590 as of March 31, 2023, from $952,979 as of December 31, 2022 [173]. Initial Public Offering (IPO) - The Company generated gross proceeds of $200 million from the sale of 20,000,000 Units at an offering price of $10.00 per Unit during the Initial Public Offering [151]. - The company completed its Initial Public Offering on October 19, 2021, raising gross proceeds of $200 million from the sale of 20,000,000 units at $10.00 per unit [175]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds from the IPO, totaling $4,000,000, with an additional deferred fee of 3.50% amounting to $7,000,000 [162]. - The underwriters exercised a partial over-allotment option, purchasing an additional 1,240,488 units at an offering price of $10.00 per unit, generating additional gross proceeds of $12,404,880 [187]. Business Combination - The company must complete a Business Combination by October 19, 2023, or it will cease operations and redeem public shares at a price equal to the amount in the Trust Account [181]. - The company has until October 19, 2023, to consummate a Business Combination, with uncertainty regarding its ability to do so, raising substantial doubt about its ability to continue as a going concern [212]. - The company has not provided assurance that new financing will be available on commercially acceptable terms, which could impact its plans for a Business Combination [212]. - The company has drawn $302,500 from Working Capital Loans as of March 31, 2023, to finance transaction costs related to a Business Combination [166]. - The Company has the option to convert up to $1,000,000 of Working Capital Loans into warrants at a price of $1.50 per warrant upon consummation of a Business Combination [127]. Shareholder Information - The Company has authorized the issuance of 200,000,000 Class A ordinary shares, with 21,240,488 shares outstanding as of March 31, 2023, all subject to possible redemption [139]. - The Company has 5,310,122 Class B ordinary shares issued and outstanding as of March 31, 2023, down from the original issuance of 5,750,000 shares [141]. - The company has issued 5,750,000 founder shares at approximately $0.004 per share, representing 20% of the outstanding shares after the offering [202]. Financial Advisory and Fees - The Company has agreed to pay success fees ranging from $50,000 to $1,250,000 to financial advisors for successful business combinations [131]. - The company has entered into financial advisory agreements with success fees ranging from $50,000 to $1,250,000 for successful acquisitions [163]. - The company will reimburse an affiliate of the Sponsor up to $10,000 per month for administrative support, totaling $30,000 for the three months ended March 31, 2023 [128]. - The company will reimburse an affiliate of its Sponsor up to $10,000 per month for office space and administrative support until the completion of its initial business combination [185]. Internal Controls and Compliance - The company continues to evaluate its internal controls over financial reporting due to a material weakness identified as of December 31, 2022 [199]. - As of March 31, 2023, the company's disclosure controls and procedures were deemed ineffective due to a material weakness in internal controls over financial reporting related to a contingent fee commitment [221]. - The company has identified a material weakness related to review controls over unrecorded legal fees due to a third-party service provider [199]. - There were no changes in internal control over financial reporting during the fiscal quarter ended March 31, 2023, that materially affected the internal control [199]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain internal control audit requirements [197]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [168]. - The company is classified as an emerging growth company under the JOBS Act, allowing it to delay compliance with new or revised accounting standards [213]. Risks and Uncertainties - The company is subject to risks associated with being an early stage and emerging growth company, which may impact future performance [150]. - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern [212]. - The financial statements do not include adjustments that might result from the company's inability to continue as a going concern [212]. - The company has not recorded any adjustments in its financial statements due to the uncertainty of the COVID-19 pandemic's impact [190]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses [183].

Business Combination and Strategy - The company has not selected any specific business combination target and intends to focus on technology sectors, particularly in digital transformation software and services [28]. - The company has not engaged in substantive discussions with any business combination target, indicating a lack of current evaluation for potential mergers [28]. - The company does not intend to take any action to ensure that management maintains their positions post-business combination, although some may negotiate to stay [152]. - The company may depend on a limited number of products or services post-business combination, which could expose it to significant risks [29]. - The company acknowledges potential conflicts of interest among its officers and directors regarding business combination evaluations [149]. Corporate Governance and Compliance - There were no delinquent filers among officers and directors during the year ended December 31, 2022, as per Section 16(a) of the Exchange Act [144]. - The company may face challenges in protecting shareholder interests due to its incorporation under Cayman Islands law, which differs from U.S. corporate governance standards [33]. - The company is subject to the federal securities laws of the United States, but enforcement of U.S. judgments in the Cayman Islands may be difficult [32]. - The company has not established specific minimum qualifications for director nominees, focusing instead on general attributes like integrity and professional reputation [143]. Financial Reporting and Risks - A material weakness in internal control over financial reporting has been identified, indicating a reasonable possibility of material misstatements in financial statements [45]. - The company is classified as an "emerging growth company" and may take advantage of certain exemptions from disclosure requirements, which could affect the attractiveness of its securities to investors [42]. Market and Regulatory Environment - The ongoing geopolitical tensions, particularly the invasion of Ukraine by Russia, have created global security concerns that could impact regional and global economies, leading to market disruptions and volatility in commodity prices [43]. - Proposed SEC rules on enhancing disclosures in business combination transactions may materially affect the company's ability to engage financial advisors and complete its initial business combination [44].