Business Operations and Growth - Zeo Energy Corp. completed its initial business combination with Sunergy Renewables, LLC on March 13, 2024, and changed its name from ESGEN Acquisition Corp.[28] - As of December 31, 2023, Zeo has expanded its personnel from approximately 180 to approximately 288, reflecting a 60% increase since the Contribution[32] - The internal sales team grew to approximately 270 agents by December 31, 2023, marking a 100% increase from the previous year[38] - The company plans to continue growing its roofing operations, which complement its solar energy system installations[35] - The company plans to expand operations into new geographic markets with a focus on areas where less than 7% of the residential market has solar energy systems[55] - The company aims to increase installation capacity by hiring and training more skilled technicians and collaborating with subcontractors[56] - The company has experienced profitable growth over the last four years, despite challenges associated with operating as a publicly traded entity[59] - The company’s scalable business platform is designed to support rapid growth by efficiently adding personnel and collaborating with external dealers[66] - The company has experienced significant growth and intends to continue expanding within existing markets and new locations, which may strain management and operational infrastructure[127] Customer Financing and Sales - The majority of customers (at least 90%) financed their solar energy system purchases through third-party loans with terms between 7 and 25 years[44] - The company has launched a leasing program for residential solar energy systems to enhance affordability and increase sales potential[58] - The company's sales model emphasizes high volume and low customer acquisition costs through effective training and a multi-step sales process[60][62] - The company’s growth strategy relies on third-party financing arrangements for customer purchases, making it vulnerable to changes in credit markets[130] - The company is currently dependent on third-party leasing companies for financing solar energy system leases, which represented 8% of installations in 2023, with expectations for growth in 2024[196][197] Supply Chain and Equipment - Zeo purchased approximately 98% of its installed equipment from Greentech in 2023, establishing a strong supplier relationship[49] - The company sources approximately 98% of its equipment from a single supplier, Greentech, making it vulnerable to supply chain disruptions and price changes[117] - The company has a variety of quality standards for third-party suppliers, but reliance on them poses risks of increased costs and operational disruptions[124] - The company may incur higher compliance costs due to trade restrictions and governmental responses related to human rights concerns[219] - Supply chain constraints, increased demand for solar systems, and rising inflation have contributed to price increases for solar components[220] Regulatory and Compliance Risks - The company is subject to various government regulations that impact installation processes and component pricing due to tariffs and trade restrictions[79][80] - Changes in government policies and regulations regarding utility rebates, tax credits, and other financial incentives could significantly impact the company's business model and financial performance[200][201] - The company faces potential regulatory changes that could classify it as a utility, imposing significant operational restrictions and increased costs[211] - Compliance with environmental laws and regulations can be expensive, with potential fines and damages for noncompliance impacting financial performance[225] - Noncompliance with health and safety regulations could result in significant monetary damages and operational restrictions[227] Market Competition and Challenges - The company faces competition from electric utilities, retail electric providers, and other solar companies, which may impact sales growth[67][68] - The company faces competition from electric utilities, retail electric providers, and independent power producers, which have greater resources[97][98] - A material reduction in retail electricity prices could harm the company's offerings and competitiveness[107] - The potential for over-generation of solar energy could lead to curtailment of existing resources, adversely impacting future growth and cash flows[147] - Competition for qualified personnel is increasing, particularly for skilled installation personnel, which could adversely affect the company's business[175] Financial Performance and Economic Factors - The company has experienced heightened inflation in labor and component costs, impacting solar energy equipment prices since 2020[51] - Inflation could lead to increased costs for labor and equipment, adversely impacting the company's financial condition and results of operations[189] - Fluctuations in interest rates could lower demand for solar power products, reducing revenue and adversely affecting financial results[191] - The company may incur debt in the future, which could introduce debt servicing costs and risks to business operations[192] - The company may incur net losses as it increases spending to finance operational expansion and marketing initiatives, making it difficult to assess the impact on profitability[112] Customer Experience and Satisfaction - The company’s vertically integrated business model enhances project completion speed and customer satisfaction, leading to higher retention rates[64] - The company has experienced increased customer cancellations in certain markets, which may adversely affect financial results if trends continue[121] - Disruptions to solar production metering and energy storage solutions could negatively impact customer experiences and harm market reputation[157] - The company relies heavily on its brand and reputation for high-quality solar service offerings, and any failure to meet customer expectations could harm growth through referrals[171] Environmental and Climate Risks - Climate change poses systemic risks to the company's operations, potentially leading to increased operational costs and decreased revenue due to extreme weather events[110] - The company’s growth may be adversely affected by unfavorable meteorological conditions impacting solar energy production[109] - Changes in net metering policies could affect the company's operations and customer incentives in various states[87] Legal and Cybersecurity Risks - The company is not currently involved in any material litigation, but may face legal proceedings in the ordinary course of business[91] - The company has not experienced a material cybersecurity incident to date, but future incidents could adversely affect business operations[166] - The company may face claims related to noncompliance with open source license terms, which could result in litigation and additional costs[165] International Trade and Tariffs - The U.S. government imposed tariffs on $200 billion worth of imports from China, including solar inverters, with tariffs increasing from 10% to 25% in May 2019[214] - The Department of Commerce found that certain Chinese solar manufacturers circumvented U.S. import duties by routing operations through Cambodia, Malaysia, Thailand, and Vietnam[216] - An emergency declaration established a two-year tariff exemption for solar panels and cells imported from Cambodia, Malaysia, Thailand, and Vietnam, delaying potential dumping duties[217] - The U.S. International Trade Commission recommended extending tariffs on imported crystalline silicon PV cells and modules for another four years, until 2026, starting at 14.75%[218]

Financial Performance - Net revenue for the full year 2023 increased 24% to $110.1 million compared to $89.0 million in 2022[6] - Gross profit for the full year 2023 increased 26% to $20.2 million, representing 18.3% of net revenue[6] - Adjusted EBITDA for the full year 2023 increased 8% to $11.2 million, which is 10.2% of net revenue[6] - Fourth quarter net revenue totaled $23.4 million, a 2% increase from $22.9 million in the comparable 2022 period[10] - Total revenue for the year ended December 31, 2023, increased to $110,066,601, up 23.8% from $88,963,855 in 2022[20] - Net income for the year ended December 31, 2023, was $6,230,438, a decrease of 28.2% compared to $8,665,770 in 2022[20] - Adjusted EBITDA margin decreased from 11.7% in 2022 to 10.2% in 2023[14] Cash and Assets - Cash and cash equivalents as of December 31, 2023, totaled $8.0 million, up from $4.3 million at September 30, 2023[10] - Cash and cash equivalents at the end of 2023 were $8,022,306, significantly up from $2,268,306 at the end of 2022, representing a 253.5% increase[23] - Total assets increased to $47,987,187 in 2023, compared to $35,201,421 in 2022, reflecting a growth of 36.3%[18] Liabilities and Expenses - Total liabilities rose to $15,654,299 in 2023, up from $3,925,575 in 2022, marking a substantial increase of 298.5%[18] - Operating expenses for the year ended December 31, 2023, totaled $103,528,766, an increase of 29.0% from $80,318,089 in 2022[20] - The company reported a provision for credit losses of $1,531,223 in 2023, compared to $742,772 in 2022, indicating a 106.5% increase[23] - The company incurred interest expenses of $123,996 in 2023, compared to $51,295 in 2022, reflecting an increase of 142.4%[20] Strategic Developments - The company opened a new market in Missouri, advancing its commitment to geographic expansion in the US[4] - The completed business combination with ESGEN Acquisition Corp. occurred on March 13, 2024, resulting in ZEO and ZEOWW trading on the Nasdaq Capital Market[6] - The company plans to expand into several new geographies and drive sustainable profitability in 2024[5] Operating Activities - The net cash provided by operating activities for the year ended December 31, 2023, was $11,963,994, an increase from $10,719,945 in 2022[23] - The weighted average units outstanding remained stable at 1,000,000 for both 2023 and 2022[20] - The company reported a net income loss of $0.1 million in Q4 2023, down from a net income of approximately $1.1 million in Q4 2022[10]

Zeo Energy Corp. to Begin Trading on Nasdaq Under the Ticker Symbols "ZEO" and "ZEOWW" Beginning Thursday, March 14th Company to Ring Nasdaq Closing Bell on Wednesday, March 13th DALLAS and NEW PORT RICHEY, Fla. , March 13, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN"), a publicly-traded special purpose acquisition company, today announced the completion of its business combination (the "Business Combination") with Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residen ...

DALLAS and NEW PORT RICHEY, Fla., March 07, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN") (NASDAQ:ESACU, ESAC, ESACW))), a publicly-traded special purpose acquisition company, and Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that ESGEN's shareholders have approved its previously announced proposed business combination with Sunergy (the "Business Combination") at its extraordinary general meeting of ES ...

DALLAS and NEW PORT RICHEY, Fla., Feb. 13, 2024 (GLOBE NEWSWIRE) -- ESGEN Acquisition Corp. ("ESGEN") (NASDAQ:ESACU, ESAC, ESACW))), a publicly-traded special purpose acquisition company, and Sunergy Renewables, LLC ("Sunergy"), a leading Florida-based provider of residential solar and energy efficiency solutions, today announced that ESGEN's registration statement on Form S-4, as amended (the "Registration Statement") in connection with the previously announced proposed business combination (the "Business ...

IPO and Business Combination - ESGEN Acquisition Corporation completed its initial public offering on October 22, 2021, raising $276 million from the sale of 27,600,000 units at $10.00 per unit[133]. - As of October 16, 2023, $281,520,000 from the IPO proceeds was held in a trust account, which was liquidated to hold funds in demand deposits until the completion of a business combination or January 22, 2024[134]. - The company extended the deadline to complete its initial business combination from October 22, 2023, to January 22, 2024, allowing for up to six additional one-month extensions[137]. - On April 19, 2023, ESGEN entered into a Business Combination Agreement with Sunergy Renewables, LLC, which includes provisions for the conversion of Class B ordinary shares into Class A ordinary shares[141][143]. - Following the Business Combination, ESGEN will domesticate as a Delaware corporation and change its name to New PubCo[143][144]. - At the closing of the business combination, ESGEN will contribute all its assets, including cash from the trust account, to its wholly-owned subsidiary, OpCo[147]. - The Business Combination is expected to close in the first quarter of 2024, pending shareholder approvals and customary closing conditions[150]. - The company has until January 22, 2024, to consummate a Business Combination, or it will face mandatory liquidation[162]. Shareholder Activity - Shareholders redeemed 24,703,445 Class A ordinary shares for approximately $10.35 per share, totaling $255,875,758 during the first extension[136]. - The Sponsor contributed $0.0525 per share for each Class A ordinary share not redeemed, amounting to a total contribution of $73,949[139]. - The total number of Class A ordinary shares outstanding after the Sponsor's conversion and redemptions is 7,027,632[140]. - The Initial Subscription Agreement includes a commitment from the Sponsor to purchase 1,000,000 shares of Class A Common Stock at $10.00 per share, totaling $10,000,000[149]. Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $631,724, driven by a change in fair value of warrant liabilities of $1,046,784 and dividends earned on marketable securities of $413,940, offset by operating costs of $829,000[154]. - For the nine months ended September 30, 2023, the company experienced a net loss of $2,225,459, which included a change in fair value of warrant liabilities of $206,016 and operating costs of $4,164,293, partially offset by dividends earned on marketable securities of $1,719,810[156]. - As of September 30, 2023, the company had cash of $267,058 and total liabilities of $7,015,026, which includes $5,296,038 in accounts payable and accrued expenses[158]. - The company incurred $30,000 for office space and administrative services for the three months ended September 30, 2023, consistent with the previous year[165]. - The company reported an outstanding balance of $1,238,449 under the unsecured promissory note as of September 30, 2023[151]. Risk and Controls - As of September 30, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the Public Offering invested in U.S. government securities with a maturity of 185 days or less[176]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[177]. - Disclosure controls and procedures were determined to be ineffective as of September 30, 2023, due to a material weakness identified in internal control over financial reporting[179]. - The company identified material weaknesses in internal control, specifically in the calculation of earnings per share and classification of reinvestment of interest and dividend income in the Trust Account[180]. - Management plans to remediate the identified material weakness by enhancing processes to identify and apply applicable accounting requirements and improving communication among personnel[181]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal control[183]. - The company has not identified any critical accounting estimates in the preparation of its financial statements[174]. - The company has not disclosed any legal proceedings[184].

IPO and Trust Account - ESGEN Acquisition Corporation completed its initial public offering on October 22, 2021, raising $276 million from the sale of 27,600,000 units at $10.00 per unit [126]. - As of the closing of the initial public offering, $281,520,000 was deposited in a trust account, which will be invested in U.S. government securities or money market funds [127]. Business Combination - The company extended the deadline to complete its initial business combination from January 22, 2023, to April 22, 2023, with the possibility of up to six additional one-month extensions [129]. - ESGEN entered into a Business Combination Agreement on April 19, 2023, with ESGEN OpCo, LLC and Sunergy Renewables, LLC [130]. - The Business Combination is subject to customary closing conditions, including shareholder approval and the requirement for at least $20 million in transaction proceeds [136]. - Concurrently with the Business Combination Agreement, ESGEN secured an Initial PIPE Investment of $10 million from its sponsor for 1,000,000 shares at $10.00 per share [137]. - The Business Combination is expected to close in the fourth quarter of 2023, pending necessary approvals and fulfillment of closing conditions [138]. - The company has until August 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation [150]. - The IPO underwriters waived their right to receive a deferred underwriting commission of 3.5% of the gross proceeds upon the completion of the initial Business Combination [152]. Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,411,072, which included operating costs of $1,822,712 and interest income of $365,224 from marketable securities [142]. - For the six months ended June 30, 2023, the company had a net loss of $2,857,183, with operating costs totaling $3,335,293 and interest income of $1,305,870 from marketable securities [144]. - The company had a net income of $1,494,631 for the three months ended June 30, 2022, compared to a net loss in the same period of 2023 [143]. - The company had a net income of $7,375,172 for the six months ended June 30, 2022, reflecting a significant decline in performance in 2023 [145]. Financial Position - As of June 30, 2023, the company had cash of $50,193 and total liabilities of $5,661,440, which included $4,664,539 in accounts payable and accrued expenses [146]. - The company issued an unsecured promissory note of up to $1,500,000 to the Sponsor on April 5, 2023, with approximately $515,862 outstanding as of June 30, 2023 [147]. - The company incurred $30,000 and $60,000 for office space and administrative services for the three and six months ended June 30, 2023, respectively [153]. Market Activities - The company has not generated any operating revenues since its inception and will not do so until the closing of its initial Business Combination [141]. - The company has not engaged in any hedging activities since inception and does not expect to do so regarding market risk exposure [166].

[PART 1 – FINANCIAL INFORMATION](index=4&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited financial statements, management's analysis, market risk disclosures, and internal controls for the period [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) The unaudited financial statements for Q1 2023 show a net loss of $1.45 million, a significant asset reduction due to share redemptions, and a going concern warning [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Total assets declined sharply to $31.0 million by March 31, 2023, from $286.2 million, primarily due to significant share redemptions Condensed Balance Sheet Comparison | Account | March 31, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $50,471 | $614,767 | | Marketable securities held in Trust Account | $30,919,043 | $285,506,568 | | **Total Assets** | **$31,006,539** | **$286,152,445** | | **Liabilities** | | | | Total current liabilities | $3,484,318 | $2,182,531 | | Warrant liabilities | $1,670,400 | $796,224 | | **Total Liabilities** | **$14,814,718** | **$12,638,755** | | Class A ordinary shares subject to possible redemption | $30,919,043 | $285,506,568 | | **Total shareholders' deficit** | **($14,727,222)** | **($11,992,878)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss of $1.45 million for Q1 2023, a significant decline from $5.88 million net income in Q1 2022, primarily due to warrant liability valuation changes Condensed Statements of Operations (Three Months Ended March 31) | Account | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Loss from operations | ($1,512,581) | ($872,990) | | Interest income on marketable securities held in Trust Account | $940,646 | $18,171 | | Change in fair value of warrant liabilities | ($874,176) | $6,735,360 | | **Net (loss) income** | **($1,446,111)** | **$5,880,541** | | Basic and diluted net (loss) income per share, Class A | ($0.02) | $0.17 | [Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption%20and%20Shareholders%27%20Deficit) In Q1 2023, 24.7 million Class A ordinary shares were redeemed for $255.9 million, significantly reducing shares subject to redemption and increasing the accumulated deficit - In Q1 2023, **24,703,445 Class A ordinary shares** were redeemed, reducing the redemption value from **$285.5 million** to **$30.9 million**[17](index=17&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $0.72 million, while investing activities provided $254.6 million and financing activities used $255.9 million, resulting in a net cash decrease of $0.56 million Condensed Statements of Cash Flows (Three Months Ended March 31, 2023) | Activity | Cash Flow (USD) | | :--- | :--- | | Net cash provided by operating activities | $723,937 | | Net cash provided by investing activities | $254,587,525 | | Net cash used in financing activities | ($255,875,758) | | **Net change in cash** | **($564,296)** | | **Cash, end of the period** | **$50,471** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the SPAC's business combination deadline, significant share redemptions, a going concern warning, the definitive agreement with Sunergy Renewables, and the waiver of IPO underwriting commissions - On January 18, 2023, shareholders approved an extension for the business combination deadline. In connection with the vote, holders of **24,703,445 Class A shares** exercised their redemption rights for an aggregate amount of approximately **$255.9 million**[36](index=36&type=chunk) - Management has determined that the mandatory liquidation deadline of **May 22, 2023** (unless extended) and insufficient operating funds raise substantial doubt about the Company's ability to continue as a going concern[46](index=46&type=chunk) - On April 19, 2023, the Company entered into a Business Combination Agreement with Sunergy Renewables, LLC. The transaction is expected to close in **Q4 2023**[101](index=101&type=chunk)[109](index=109&type=chunk) - In April 2023, the IPO underwriters waived their right to receive the deferred underwriting commission of **3.5%** of the gross proceeds of the Public Offering[79](index=79&type=chunk)[111](index=111&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the signed Business Combination Agreement with Sunergy Renewables, analyzes the Q1 2023 net loss, and highlights critical liquidity issues leading to a going concern warning - The company entered into a Business Combination Agreement with Sunergy Renewables, LLC on April 19, 2023, which is expected to close in the **fourth quarter of 2023**[121](index=121&type=chunk)[129](index=129&type=chunk) - The net loss for Q1 2023 was **$1,446,111**, compared to a net income of **$5,880,541** in Q1 2022. The variance is primarily due to the change in fair value of warrant liabilities[133](index=133&type=chunk)[134](index=134&type=chunk) - As of March 31, 2023, the company had only **$50,471** in cash. Management believes it will not have sufficient working capital to meet its needs, raising substantial doubt about its ability to continue as a going concern[135](index=135&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) - In April 2023, the IPO underwriters waived their right to receive deferred underwriting commissions upon the closing of the business combination[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, ESGEN is not required to provide detailed market risk disclosures and believes it has no material exposure to interest rate risk due to Trust Account investments - The company is a smaller reporting company and is not required to provide the information under this item[153](index=153&type=chunk) - Proceeds in the Trust Account are invested in short-term U.S. government securities, and the company believes there is no material exposure to interest rate risk[153](index=153&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Control%20and%20Procedures) Disclosure controls and procedures were deemed ineffective as of March 31, 2023, due to a material weakness in internal control over financial reporting, with a remediation plan underway - Disclosure controls and procedures were determined to be not effective as of **March 31, 2023**[155](index=155&type=chunk) - A material weakness exists due to a lack of sufficient personnel with appropriate accounting knowledge, specifically affecting controls over EPS calculation and cash flow classification for the Trust Account[156](index=156&type=chunk) - A remediation plan is in place to enhance processes and increase communication with accounting professionals to address the material weakness[157](index=157&type=chunk) [PART II – OTHER INFORMATION](index=30&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, updated risk factors, unregistered sales of equity, defaults on senior securities, mine safety disclosures, and exhibits [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[160](index=160&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) Updated risk factors highlight the uncertainty of completing the proposed Business Combination with Sunergy and the significant transaction costs involved - There are no assurances that the approval of the Charter Amendment or the execution of the Business Combination Agreement will enable the company to complete its proposed Business Combination[162](index=162&type=chunk) - The company and its proposed target, Sunergy, will incur significant, non-recurring transaction and transition costs in connection with the proposed Business Combination[165](index=165&type=chunk)[166](index=166&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[167](index=167&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[167](index=167&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[168](index=168&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[169](index=169&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Amended and Restated Memorandum and Articles of Association, CEO and CFO certifications (Sections 302 and 906), and Inline XBRL documents

Business Combination Requirements - The company must consummate an initial business combination within 18 months from the closing of its initial public offering, extendable to 24 months, or it will cease operations and redeem public shares [156]. - The target business must have a fair market value equal to at least 80% of the value of the assets in the trust account at the time of executing a definitive agreement for the initial business combination [150]. - The company is required to maintain net tangible assets of at least $5,000,001 upon consummation of the business combination to avoid being subject to SEC's "penny stock" rules [143]. - The company is obligated to offer public shareholders the right to redeem their shares for cash at the time of the initial business combination [161]. - If the initial business combination is not completed within 18 months, public shareholders may receive approximately $10.20 per share upon liquidation of the trust account [161]. - The company has until April 22, 2023, to complete the initial Business Combination, failing which it will cease operations and redeem public shares based on the amount in the Trust Account [331]. - The company has the option to extend the Termination Date up to six additional months, provided it deposits either $140,000 or $0.04 for each outstanding public share into the Trust Account for each extension [333]. Shareholder Redemption and Rights - On January 18, 2023, holders of 24,703,445 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.35 per share, totaling an aggregate redemption amount of $255,875,757, leaving approximately $30 million in the trust account [145]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination, potentially leading to an inability to proceed with the transaction [143]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a substantial majority of shareholders do not agree with [205]. - Public shareholders who redeem shares in connection with a shareholder vote may not receive funds from the trust account if the business combination is not completed within the specified timeframe [233]. - Shareholders may be liable for claims against the company to the extent of distributions received upon redemption of their shares [236]. Financial Condition and Market Risks - The company may not be able to raise necessary equity and debt financing due to market conditions, impacting its ability to consummate a business combination [153]. - The company may face intense competition from other entities for business combination opportunities, which could limit its ability to complete a transaction [161]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value [255]. - The incurrence of debt may lead to default and foreclosure on assets if operating revenues are insufficient to meet obligations, impacting financial stability [256]. - The company may face increased vulnerability to adverse changes in economic conditions and limitations on its ability to obtain additional financing due to existing debt obligations [256]. - The company may face challenges in completing an initial business combination due to recent increases in inflation and interest rates, which could lead to price volatility [298]. Management and Governance - Initial shareholders and management team members have agreed to vote in favor of the initial business combination, increasing the likelihood of receiving requisite shareholder approval [140]. - The personal and financial interests of officers and directors may create conflicts of interest in selecting a target business [224]. - Certain officers and directors may have economic interests in the sponsor that conflict with those of public shareholders [226]. - The company does not have a policy prohibiting officers and directors from having financial interests in transactions involving the company [219]. - The company may pursue acquisition opportunities jointly with its sponsor, which could create conflicts of interest between the parties involved [189]. Operational Challenges - The ability to complete a business combination may be adversely affected by the COVID-19 pandemic, impacting global commercial activity and supply chain operations [151]. - The company may face challenges in assessing the management of a prospective target business, which could affect the success of the initial business combination [193]. - The company has not yet selected a specific target business for its initial business combination, making it difficult to evaluate potential merits or risks [171]. - The company may pursue acquisition opportunities in various sectors, even those outside of its management's expertise, which could complicate risk assessment [173]. - The company has limited operating history and no revenues, making it challenging to evaluate its ability to achieve business objectives [287]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from disclosure requirements [273]. - The company is classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements until it exceeds a market value of $250 million or annual revenues of $100 million [275]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing a business combination [276]. - The company may be classified as a passive foreign investment company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. investors [293]. - The company is subject to federal securities laws of the United States, but the rights of shareholders under Cayman Islands law differ significantly from those in the U.S. [280]. Financial Performance - The company had a net income of $14,334,250 for the year ended December 31, 2022, primarily due to a change in the fair value of warrant liabilities amounting to $13,179,936 and investment income of $3,984,431 from marketable securities held in the Trust Account, offset by an operational loss of $2,830,117 [335]. - As of December 31, 2022, the company reported cash of $614,767, with liabilities including $1,866,992 in accrued offering costs and $315,539 payable to related parties [337]. - The net proceeds from the initial public offering and the sale of private placement warrants amounted to $281,520,000, available for the initial business combination after accounting for $9,660,000 in deferred underwriting commissions and estimated non-reimbursed expenses [195]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination [320]. Market and Investment Risks - Increased competition from other special purpose acquisition companies may limit the availability of attractive targets and increase the cost of business combinations [154]. - The market price of Class A ordinary shares may be adversely affected by changes in the fair value of the warrant liability [271]. - The potential issuance of additional Class A ordinary shares upon warrant exercise could make the company a less attractive acquisition vehicle [268]. - The structure of the units may cause them to be worth less than units of other blank check companies due to the fractional warrant issuance [269]. - The company may face significant adverse consequences if its securities are delisted from Nasdaq, including reduced liquidity and increased regulatory scrutiny [231].

Financial Performance - As of September 30, 2022, the company reported income of $4,262,070 for the three months ended, primarily from a gain on change in fair value of warrant liabilities of $3,345,600 and interest income of $1,245,745[146]. - For the nine months ended September 30, 2022, the company reported total income of $11,637,242, driven by a gain on change in fair value of warrant liabilities of $11,608,560 and interest income of $1,632,690[147]. Cash and Liabilities - The company had cash of $890,273 as of September 30, 2022, with liabilities including $1,089,536 in accrued offering costs and $285,539 owed to related parties[149]. - The company deposited $281,520,000 from its initial public offering proceeds into a Trust Account, which will be invested in U.S. government securities[143]. Business Combination - The company has until January 22, 2023, to consummate a Business Combination, or it will face mandatory liquidation and dissolution[152]. - The company has not yet selected a target for its initial Business Combination and is not limited to any specific industry or geographic region[138]. - The company anticipates insufficient working capital to meet its needs for at least the next 12 months if a Business Combination is not consummated[162]. Offering Costs - Transaction costs for the initial public offering amounted to $16,138,202, including $5,520,000 in underwriting commissions[142]. - Offering costs related to the initial public offering amounted to $16,138,202, with $15,428,121 charged to temporary equity and $710,081 charged to expense[167]. - The underwriters earned a total underwriting discount of $5,520,000 from the initial public offering[155]. Internal Controls - The Company reported a material weakness in internal control over financial reporting due to a lack of qualified resources within the accounting department[176]. - Management plans to remediate the identified material weakness by enhancing processes and increasing communication regarding accounting applications[177]. - Disclosure controls and procedures were determined to be ineffective as of September 30, 2022, due to identified material weaknesses[175]. Financial Instruments and Risk - The Company has not engaged in any hedging activities since inception and does not expect to do so in the future[173]. - As of September 30, 2022, there were no off-balance sheet arrangements or commitments[171]. - The net proceeds from the Public Offering were invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[172]. - The Company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[170].