Initial Public Offering and Trust Account - The company completed its Initial Public Offering on November 8, 2021, selling 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $172,500,000[24]. - An additional 2,250,000 Units were sold due to the underwriters' full over-allotment exercise, bringing total gross proceeds to $175,950,000, which was placed in a Trust Account[26]. - Following the IPO, the company placed $175,950,000 in the Trust Account, which was initially invested in U.S. government securities[164]. - The Trust Account holds approximately $10,208,877, equating to about $11.80 per share as of December 31, 2024, available for the initial Business Combination[94]. - The Trust Account must maintain a minimum value of $10.20 per Public Share; if reduced below this amount, the actual redemption price may be significantly less[108]. - As of December 31, 2024, the Trust Account held approximately $10.21 million of the Initial Public Offering proceeds and interest earned[194]. Business Combination and Extensions - The company entered into a Business Combination Agreement with Scage Future on August 21, 2023, with an Aggregate Merger Consideration Amount of $800,000,000 to be paid in newly issued ordinary shares[40][41]. - The company extended the deadline for its initial Business Combination from May 8, 2023, to May 8, 2024, and subsequently to November 8, 2024, and then to May 8, 2025[33][34][35]. - The Business Combination Agreement may be terminated if the Closing does not occur by July 31, 2025[60]. - The Outside Date for the Business Combination has been extended from February 29, 2024, to October 31, 2024[65]. - Shareholders approved an extension of the business combination deadline to November 8, 2025, allowing more time to complete the initial business combination[204]. Shareholder Redemptions - On May 8, 2023, shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $132.6 million at a redemption price of about $10.50 per share[31]. - Shareholders holding 856,543 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account[81]. - On May 2, 2024, shareholders redeemed 2,374,826 Class A ordinary shares for approximately $11.33 per share, totaling about $26,907,976[173]. - On November 6, 2024, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $11.68 per share, totaling about $16.16 million[174]. - On May 6, 2025, shareholders redeemed 742,834 Class A ordinary shares for approximately $12.18 per share, totaling about $9.0 million[175]. Financial Performance and Reporting - As of December 31, 2024, the company reported a net loss of $215,486, primarily due to $1,622,093 in formation, general, and administrative expenses, offset by $1,406,607 in interest earned[189]. - The company had cash outside the Trust Account of only $769 available for working capital needs as of December 31, 2024[191]. - For the year ended December 31, 2024, the company used $877,915 in operating activities, driven by interest earned and a net loss[192]. - The company had $42,397,606 provided from investing activities, mainly from cash withdrawn due to redemptions payments[193]. - The company has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of an initial Business Combination[150]. Regulatory and Compliance Matters - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[122]. - Nasdaq notified the Company of non-compliance with listing rules, leading to a delisting notice on November 8, 2024, with securities quoted on OTC Markets since November 12, 2024[180]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2024, which could adversely affect investor confidence and operational results[133]. Management and Operational Structure - The company has two classes of shares: redeemable Ordinary Shares and non-redeemable Ordinary Shares, with earnings and losses shared pro rata between the two classes[215]. - The company has entered into an Administrative Services Agreement for office space and support services at a cost of $3,000 per month, which will terminate on October 1, 2024[120]. - As of the report date, the company has two officers, who are not obligated to devote specific hours but will allocate time as necessary until the initial Business Combination is completed[121]. Risks and Challenges - The company faces intense competition from established entities and other blank check companies, which may limit its ability to acquire sizable target businesses[117]. - Certain executive officers and directors may have fiduciary duties to other entities, potentially limiting the company's acquisition opportunities[118]. - The company may experience increased costs and risks in finding a suitable target for its initial Business Combination due to competition and market conditions[130]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate its initial Business Combination[131]. - Changes in international trade policies and tariffs may adversely affect the company's search for an initial Business Combination target and the performance of a post-Business Combination company[135]. Accounting and Financial Standards - The company recognizes the accretion from initial book value to redemption amount immediately upon the closing of the Initial Public Offering[214]. - Management reviews accounting policies and estimates to ensure financial statements are presented fairly in accordance with GAAP[212]. - The calculation of diluted income per Ordinary Share does not consider the effect of Warrants issued in connection with the Initial Public Offering, as their exercise is contingent upon future events[216]. - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value exceeding $700 million[127].

IPO and Financing - The company completed its Initial Public Offering on November 8, 2021, selling 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000[159]. - An additional 2,250,000 Units were sold through the underwriters' over-allotment option, resulting in gross proceeds of $22,500,000, bringing total IPO proceeds to $172,500,000[160]. - The company issued a promissory note on November 11, 2024, for up to $259,588 to support the Trust Account, with monthly deposits of approximately $43,264.60 until May 8, 2025[170]. - The company has agreed to receive loans from Sunorange of up to $37,500 per month until the completion of an initial Business Combination[174]. - The Company issued the November 2024 Note with a principal amount of up to $259,588, which will be deposited into the Trust Account for the benefit of each Public Share not redeemed[207]. - The Sponsor agreed to pay $43,264.60 per month until the completion of an initial Business Combination, starting from November 8, 2024, through May 8, 2025[207]. Shareholder Activity - During the November 2024 EGM, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $16.16 million, equating to about $11.68 per share[169]. - In the 2023 EGM, shareholders redeemed 12,626,668 Class A Ordinary Shares for a total redemption value of approximately $132,616,922, at about $10.50 per share[178]. Business Combination and Management - The Scage Business Combination Agreement was approved by the Board of Directors on August 21, 2023, with a total consideration reduced from $1,000,000,000 to $800,000,000[185][186]. - Sunorange Investment Agreement included the acquisition of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants, leading to a management change[164]. - Management has expressed uncertainty about the ability to complete a Business Combination by the deadline, raising doubts about the Company's ability to continue as a going concern[210]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $97,285, with operating expenses of $375,172 and interest income of $277,887[193]. - For the nine months ended September 30, 2024, the company had net income of $95,191, consisting of $1,247,329 in interest income offset by $1,152,138 in operating expenses[193]. - The company used $743,940 in operating activities for the nine months ended September 30, 2024, primarily driven by interest earned on investments[197]. - As of September 30, 2024, the company had cash outside the Trust Account of $7,555 available for working capital needs[196]. Debt and Obligations - As of September 30, 2024, the outstanding balance of the May 2024 Promissory Note was $187,500, with no interest accrued[175]. - As of September 30, 2024, the outstanding balance of the June 2023 Promissory Note was $800,000, with no interest accrued[180]. - The company had $1,193,961 outstanding under the November 2023 Promissory Note as of September 30, 2024[204]. - As of September 30, 2024, the Company had no long-term debt or capital lease obligations, and it pays up to $3,000 per month for administrative services[213]. Regulatory and Compliance - The SEC's new 2024 SPAC Rules may materially affect the company's ability to complete its initial Business Combination and increase associated costs[162]. - The company received a notice from Nasdaq on May 6, 2024, regarding non-compliance with the Minimum Public Holders Requirement[188]. Advisory and Consulting - The Company engaged EarlyBirdCapital as an advisor for the initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of the IPO upon consummation[214]. - A third-party consultant was engaged with a contingent fee of 0.05% of the implied enterprise value of the target if a Business Combination is consummated[216]. Accounting and Reporting - The Company adopted ASU 2020-06 on January 1, 2024, with no material impact on its financial position or results of operations[224]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[228].

Financial Performance - For the six months ended June 30, 2024, the company had net income of $192,476, consisting of $969,442 in interest gained offset by $776,966 in operating expenses[143]. - The company had cash outside the Trust Account of $35,523 available for working capital needs as of June 30, 2024[146]. - The company used $496,221 in operating activities for the six months ended June 30, 2024, largely driven by interest earned on investments[146]. Business Combination and Agreements - The aggregate consideration to shareholders in the Scage Business Combination was reduced from $1,000,000,000 to $800,000,000[125]. - The company entered into the Scage Business Combination Agreement on August 21, 2023, which was unanimously approved by the Board of Directors[141]. - The Company entered into an Investment Agreement with Sunorange, which included the acquisition of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants[128]. Shareholder Actions - Shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $10.50 per share, totaling a redemption value of approximately $132,616,922 during the 2023 EGM[136]. - The 2024 EGM saw 7,997,433 Ordinary Shares present, representing approximately 88.02% of the total shares outstanding[133]. Regulatory and Compliance Matters - The Company received a notice from Nasdaq granting continued listing, contingent upon completing a Business Combination by November 4, 2024[127]. - The company has until November 4, 2024, to comply with the Minimum Public Holders Requirement as part of its Nasdaq listing conditions[126]. - The company has until November 8, 2024, to complete a Business Combination, or it will commence automatic liquidation[154]. - The SEC adopted new rules for SPACs effective July 1, 2024, which may materially affect the Company's ability to negotiate and complete its initial Business Combination[123]. Debt and Financing - The May 2024 Promissory Note issued to the Sponsor has an aggregate principal amount of up to $225,000, with $37,500 monthly payments until the completion of an initial Business Combination[135]. - The company issued the November 2023 Promissory Note for up to $1,500,000, with $974,210 outstanding as of June 30, 2024[150]. - As of June 30, 2024, the outstanding balance of the June 2023 Promissory Note was $800,000, with no interest accrued[138]. - The company had no outstanding borrowings under the Working Capital Loan as of June 30, 2024[149]. Trust Account and Proceeds - As of June 30, 2024, $25,736,479 of the Initial Public Offering proceeds were held in the Trust Account[147]. - As of June 30, 2024, a total of $1,275,000 has been deposited into the Trust Account to support the 2023 and 2024 Extensions[131]. - The Company completed the sale of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000 from the Initial Public Offering[121]. Accounting Standards and Reporting - The company adopted ASU 2020-06 on January 1, 2024, with no material impact on its financial position, results of operations, or cash flows[168]. - ASU 2022-03, adopted on January 1, 2024, clarifies that contractual sales restrictions are not considered in measuring equity securities at fair value[169]. - ASU 2023-09, effective for annual periods beginning after December 15, 2024, will enhance transparency in income tax disclosures, and the company is currently evaluating its impact[170]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[171]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[173]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[174]. Miscellaneous - The calculation of diluted income (loss) per Ordinary Share does not consider the effect of Warrants issued in connection with the Initial Public Offering, as their exercise is contingent upon future events[167]. - The company had no off-balance sheet arrangements as of June 30, 2024[155].

IPO and Financial Proceeds - The company completed the sale of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000 from the Initial Public Offering on November 8, 2021[130]. - An additional 2,250,000 Units were sold through the underwriters' over-allotment option, resulting in gross proceeds of $22,500,000, bringing total IPO and over-allotment gross proceeds to $172,500,000[132]. - As of November 2, 2023, $175,950,000 was placed in the Trust Account, invested only in U.S. government securities or money market funds[133]. - The Trust Account held an aggregate of $175,900,000 as of November 12, 2021, with funds primarily invested in U.S. government securities[158]. Shareholder Activity - Shareholders redeemed 2,374,826 Class A Ordinary Shares for approximately $11.33 per share, totaling a redemption value of approximately $26,907,976[136]. - Shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $10.50 per share, totaling a redemption value of approximately $132,616,922[145]. Business Combination and Operations - The company has until November 8, 2024, to complete a Business Combination, or it will commence automatic liquidation[165][166]. - The company has entered into a Business Combination Agreement with Scage, which was unanimously approved by the Board of Directors[151]. - The company has not commenced any operations and will not generate operating revenues until after completing an initial Business Combination[153]. Financial Performance - As of March 31, 2024, the company reported a net income of $242,095, down from $1,608,034 for the same period in 2023, primarily due to a decrease in interest earned[154]. - The company incurred $261,957 in operating activities for the three months ended March 31, 2024, driven by interest earned and net income[156]. - The company has cash of $5,436 available for working capital needs as of March 31, 2024, with $52,063,473 held in the Trust Account[156][158]. Debt and Financial Obligations - The company has no long-term debt or capital lease obligations as of March 31, 2024[168]. - The company issued a June 2023 Promissory Note for up to $1,200,000, with the Sponsor agreeing to pay $100,000 per month until the completion of an initial Business Combination[147]. - The company issued a November 2023 Promissory Note for up to $1,500,000, with $709,859 outstanding as of March 31, 2024[162]. Regulatory and Accounting Standards - The company received a Notice from Nasdaq regarding non-compliance with the Minimum Total Holders Requirement, which requires a minimum of 400 total shareholders[139]. - The company adopted ASU 2020-06 on January 1, 2024, with no material impact on financial position, results of operations, or cash flows[179]. - ASU 2022-03, effective for the company in fiscal years beginning after December 15, 2023, introduces new disclosure requirements for equity securities subject to contractual sale restrictions[180]. - ASU 2023-09, effective for annual periods beginning after December 15, 2024, will enhance transparency and usefulness of income tax disclosures[181]. - The company is evaluating the impact of pending adoption of ASU 2023-09 on its financial position and disclosures[181]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[183]. - The company is assessing the benefits of relying on reduced reporting requirements provided by the JOBS Act[184]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures[185]. Shareholder Meetings - The company held a 2024 EGM where approximately 88.02% of total Ordinary Shares were present, constituting a quorum[135]. - The company issued 4,237,499 Founder Shares to the Sponsor upon the Founder Share Conversion on May 8, 2023[148]. Income Per Share - The diluted income per share is the same as the basic income per share for the period presented due to the anti-dilutive effect of Warrants[178].

Business Combination and Financing - The company has a 30-month Combination Period to consummate its initial Business Combination, which is set to expire on May 8, 2024 [20]. - The company is exploring additional financing options to complete its initial Business Combination [14]. - The company has not secured third-party financing for its initial Business Combination, which may affect its options [93]. - The company intends to utilize cash from its Initial Public Offering and Private Placement for a Business Combination, with no substantive commercial business currently engaged [96]. - The company has identified an acquisition strategy focused on Israel-related companies in sectors such as fintech, insuretech, and digital banking, aiming for businesses with proven revenue growth [78]. - The company aims to create liquidity events for target businesses and provide capital for growth and expansion through its Business Combination [93]. - The company has a robust network of relationships with industry leaders and investment professionals to source high-quality acquisition targets [86]. - The company is focused on targets with attributes such as disruptive technology and strong revenue growth potential [80]. - The company has experienced management capable of navigating diverse economic conditions to execute successful transactions [87]. - The cash proceeds from the PIPE investment must be not less than an aggregate of $15,000,000 [55]. SEC Regulations and Compliance - The SEC adopted the 2024 SPAC Rules on January 24, 2024, which will become effective on July 1, 2024, impacting SPAC Business Combination transactions [15]. - The company anticipates challenges in negotiating and completing its initial Business Combination due to the new SEC regulations [15]. - The obligations to consummate the Business Combination are subject to various conditions, including obtaining material regulatory approvals [54]. - The Business Combination requires the approval of both the company's and Scage's shareholders [53]. Shareholder Rights and Redemption - Shareholders will have the option to convert their shares into their pro rata share of the Trust Account amount during the Business Combination approval process [111]. - Public Shareholders can convert their shares into their pro rata share of the Trust Account, which is subject to taxes due but not yet paid [114]. - The redemption price for Public Shares upon liquidation is expected to be approximately $11.07 per share, based on the net proceeds from the Initial Public Offering [124]. - If the Initial Business Combination is not completed by May 8, 2024, the company will cease operations and redeem Public Shares, extinguishing shareholders' rights [121]. - The company will not redeem Public Shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules [122]. - In the event of bankruptcy, the Trust Account proceeds may be subject to claims from creditors, potentially reducing the amount returned to shareholders [128]. - Public Shareholders are entitled to funds from the Trust Account only upon completion of the Initial Business Combination or if unable to complete it within the Combination Period [129]. Financial Position and Trust Account - A total of $175,950,000 was placed in the Trust Account, consisting of $153,000,000 from the Initial Public Offering and $22,950,000 from the Private Placement [28]. - The company has approximately $51,200,344 in its Trust Account, equating to $11.07 per share, as of December 31, 2023, assuming no redemptions [93]. - The company must complete its initial Business Combination by May 8, 2024, or it will terminate and distribute amounts in the Trust Account [29]. - The company has $37 held outside the Trust Account to cover costs associated with dissolution, but cannot assure that these funds will be sufficient [123]. Management and Governance - The company introduced new management as part of the Sunorange Investment, with Calvin Kung becoming CEO and Wang Chiu (Tommy) Wong as CFO [30]. - The company has retained its officers and directors, but potential conflicts of interest may arise due to their involvement in other businesses [14]. - Certain executive officers and directors may have fiduciary duties to other entities, which could potentially limit the company's acquisition opportunities [136]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from various reporting requirements [145]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Ordinary Shares held by non-affiliates exceeds $700 million [147]. - The company is a smaller reporting company and is not required to provide certain disclosures under the Exchange Act [245]. Risks and Challenges - The company is subject to various risks and uncertainties that may cause actual results to differ materially from forward-looking statements [16]. - The company may face challenges in evaluating the management of the target business, which could impact the success of the Business Combination [108]. - The company may face intense competition from well-established entities in the acquisition space, which may limit its ability to compete effectively [135]. - The company has a potential incentive to consummate an initial Business Combination with an acquisition target that may decline in value or be unprofitable for public investors [14].

IPO and Financial Proceeds - The company completed the sale of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000 from the IPO[129]. - Following the IPO and the exercise of the over-allotment option, the total gross proceeds amounted to $172,500,000[130]. - As of November 2, 2023, $175,950,000 was placed in a Trust Account, invested only in U.S. government securities[131]. - Shareholders redeemed 12,626,668 Class A ordinary shares for approximately $10.50 per share, totaling a redemption value of approximately $132,616,922[138]. - The company recognized the accretion from initial book value to redemption amount immediately upon the closing of the IPO[180]. Business Combination and Investments - The company entered into an Investment Agreement with Sunorange, which included the acquisition of 3,557,813 Class B ordinary shares and 6,160,000 Private Placement Warrants[132]. - The Scage Business Combination is valued at $1.0 billion, with plans for the company to seek listing on Nasdaq upon completion[145]. - The company engaged a third-party consultant to identify potential targets for its Business Combination, agreeing to a contingent fee of 0.5% of the implied enterprise value[146]. - Sunorange has agreed to deposit an additional $100,000 into the Trust Account for each month needed to complete the initial Business Combination until May 8, 2024[134]. - The company has until May 8, 2024, to complete a Business Combination, or it will commence automatic winding up and liquidation[170]. Financial Performance - As of September 30, 2023, the company reported a net income of $6,069 for the three months ended, with $641,632 in interest income and $653,563 in formation and administrative expenses[159]. - For the nine months ended September 30, 2023, the company achieved a net income of $2,412,428, consisting of $3,894,122 in interest income offset by $1,481,694 in expenses[160]. - The company utilized $243,312 in operating activities for the nine months ended September 30, 2023, primarily due to increases in accounts payable and accrued expenses[163]. - The company had cash outside the Trust Account of $867 as of September 30, 2023, with the remaining cash held in the Trust Account being generally unavailable for use prior to the initial Business Combination[162]. Debt and Financial Obligations - The company issued an Extension Note of up to $1,200,000 to the Sponsor, with a monthly payment of $100,000 until the completion of an initial Business Combination[140]. - As of September 30, 2023, the outstanding balance of the Extension Note was $500,000, with no interest accrued[140]. - The company issued a Working Capital Note in the principal amount of up to $1,500,000 to Sunorange on November 8, 2023, related to advances made since May 8, 2023[157]. - As of September 30, 2023, the company had no long-term debt or capital lease obligations, with a monthly administrative services agreement costing up to $3,000[174]. Regulatory and Compliance Issues - The company received a deficiency notice from Nasdaq on September 12, 2023, for failing to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2023[155]. - On October 9, 2023, the company received another deficiency notice from Nasdaq for not meeting the minimum 400 total holders requirement[156]. Risk Factors and Accounting Standards - Factors that may adversely affect the company's results include economic downturns, inflation, and geopolitical instability, which could impact the ability to complete an initial Business Combination[189]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[187]. - Recent accounting standards updates, such as ASU 2020-06 and ASU 2022-03, are being assessed for their potential impact on the company's financial position and results of operations[184][185]. - The company does not believe that any recently issued accounting standards will have a material effect on its unaudited condensed financial statements[186]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[191]. - The company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury obligations or money market funds[190]. Earnings Per Share - Basic and diluted net income per share for redeemable ordinary shares is calculated by dividing net income allocated proportionally to each class of ordinary shares by the weighted average number of shares outstanding[182]. - The calculation of diluted income per ordinary share excludes the effect of warrants issued in connection with the IPO, as their exercise is contingent upon future events[183]. - The company’s redeemable ordinary shares are classified as temporary equity due to certain redemption rights considered outside of its control[179].

Financial Performance - As of June 30, 2023, the company reported a net income of $798,325 for the three months ended June 30, 2023, and $2,406,359 for the six months ended June 30, 2023, primarily from interest income[135]. - As of June 30, 2023, the company had cash outside the Trust Account of only $84 available for working capital needs[138]. - As of June 30, 2023, $49,464,956 of the IPO proceeds and interest earned were held in the Trust Account[139]. - As of June 30, 2023, the company had no long-term debt or capital lease obligations[146]. - The company had $0 outstanding borrowings under the Working Capital Loan as of June 30, 2023[140]. IPO and Capital Structure - The company completed its IPO on November 8, 2021, raising gross proceeds of $172,500,000, with $175,950,000 placed in a Trust Account[117][118]. - The company raised gross proceeds of $172,500,000 from the sale of 17,250,000 Units at $10.00 per Unit during its IPO[139]. - The company had a total of 21,712,500 ordinary shares issued and outstanding as of April 14, 2023, with approximately 66.33% present at the Extension Meeting[124]. - Shareholders redeemed 12,626,668 Class A ordinary shares for approximately $132,616,922 at a redemption value of about $10.50 per share[125]. Business Combinations and Investments - The company entered into an Investment Agreement with Sunorange on April 27, 2023, which included the acquisition of 3,557,813 Class B ordinary shares and 6,160,000 Private Placement Warrants[119]. - Following the Sunorange Investment, the company issued 4,237,499 Sponsor Shares and 75,000 Class A ordinary shares upon conversion of Class B ordinary shares[128][129]. - The company announced a Business Combination Agreement with Scage on August 21, 2023, with a post-combination valuation of $1.0 billion[131]. - The company has not commenced any operations and will not generate operating revenues until after completing an initial Business Combination[134]. - The company has until May 8, 2024, to complete a Business Combination, or it will commence automatic winding up and liquidation[143][144]. Compliance and Regulatory Matters - The company received deficiency notices from Nasdaq regarding compliance with listing standards, with deadlines to submit plans for regaining compliance[132][133]. Consulting and Fees - The company engaged EarlyBirdCapital to assist with its initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of the IPO upon consummation[147]. - A third-party consultant was engaged on August 29, 2023, with a contingent fee of 0.5% of the implied enterprise value of the target if a Business Combination is consummated[149]. Risk Management and Accounting - The company does not expect to engage in any hedging activities regarding market risk[163]. - The company has not had any off-balance sheet arrangements as of June 30, 2023[145]. - The company is currently assessing the impact of new accounting standards effective after December 15, 2023, on its financial position[156][157].

IPO and Financial Proceeds - The company completed its initial public offering on November 8, 2021, selling 17,250,000 public units at $10.00 per unit, generating gross proceeds of $172,500,000[129]. - The trust account held $180,439,940 of the initial public offering proceeds and interest earned as of March 31, 2023[129]. - As of March 31, 2023, the company reported a net income of $1,608,034, with $1,910,298 in interest gained from the trust account[127]. Shareholder Actions - On May 8, 2023, the company held an extraordinary general meeting where 14,402,264 ordinary shares were present, representing approximately 66.33% of total shares outstanding[119]. - Shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $10.50 per share, totaling a redemption value of approximately $132,616,922[120]. Management and Investment Agreements - The company entered into an Investment Agreement on April 27, 2023, which included a change in management and the issuance of 3,557,813 Class B ordinary shares and 6,160,000 private placement warrants to the investor[116]. - The investor agreed to deposit $300,000 into the trust account to support the initial business combination extension from May 9, 2023, through August 8, 2023[117]. - Following the conversion on May 8, 2023, the company issued 4,237,499 Class A Ordinary Shares to the sponsor, resulting in approximately 47.4% of Class A Ordinary Shares held by the sponsor and investor designees[125]. - The working capital loan was canceled in full on May 8, 2023, in connection with the Investment[131]. Business Combination and Going Concern - The company has until May 8, 2024, to complete a Business Combination, or it will face automatic winding up, dissolution, and liquidation[133]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a Business Combination is not completed by the deadline[135]. Financial Position and Risks - As of March 31, 2023, the company had no long-term debt or capital lease obligations, and it pays up to $3,000 per month for administrative services[137]. - The company has $94,114 in cash outside the trust account available for working capital needs as of March 31, 2023[128]. - The company has engaged EarlyBirdCapital as an advisor for the initial business combination, with a fee of 1.75% of the gross proceeds of the IPO payable upon consummation[138]. - A contingent fee of at least $3,500,000 was agreed upon with a third-party consultant for assistance in the Business Combination, but this agreement was terminated as of May 8, 2023[140]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[154]. - As of March 31, 2023, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government treasury obligations[153]. - The financial statements do not include adjustments for potential liquidation after May 8, 2024, indicating uncertainty in asset and liability valuations[134]. - The company has no off-balance sheet arrangements as of March 31, 2023[136]. - The company is assessing the impact of new accounting standards effective after December 15, 2023, on its financial position and operations[147].

Financial Position and Capital Needs - The company has incurred significant costs related to acquisition plans and expects to continue incurring these costs [152]. - The company may need to borrow funds from its sponsor or affiliates to address capital needs, but there is no obligation for them to provide such loans [154]. - Approximately $175,950,000 plus interest will be available to complete the business combination and pay related fees and expenses [178]. - The company may incur substantial debt to complete a business combination, which could negatively impact the value of shareholders' investments [176]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction [191]. - The company may issue additional Class A ordinary shares or preferred shares to complete its initial business combination, which could significantly dilute the interest of current shareholders [270]. Shareholder Redemption and Claims - If the initial business combination is not completed, public shareholders may receive approximately $10.20 per share upon liquidation of the trust account, with potential for receiving less [153]. - The company is subject to potential claims from third parties that could reduce the funds in the trust account, impacting the per-share redemption amount for shareholders [156]. - Shareholders may be held liable for claims against the company to the extent of distributions received upon redemption of their shares [170]. - The sponsor is liable if claims reduce the trust account funds below $10.20 per public share, but the sponsor's ability to satisfy these obligations is uncertain [158]. Regulatory and Compliance Risks - Changes in laws or regulations may adversely affect the company's ability to negotiate and complete its initial business combination [165]. - The SEC has proposed rules that could increase costs and time needed to complete the initial business combination, potentially leading to earlier liquidation of funds [168]. - The company may face burdensome compliance requirements if deemed an investment company under the Investment Company Act, which could hinder business combination efforts [163]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target company is not compliant [197]. - The company is subject to changing laws and regulations that have increased costs and the risk of non-compliance, impacting management's focus on revenue-generating activities [279]. Business Combination Risks - The company may face risks associated with acquiring early-stage or financially unstable businesses, which could impact operations and profitability [181]. - The company may complete its initial business combination with a target that does not meet its general criteria and guidelines, potentially affecting the success of the combination [174]. - The company is not required to obtain an independent valuation opinion for the business it acquires, relying instead on the judgment of its board of directors [175]. - The company may attempt to complete multiple business combinations simultaneously, which could increase costs and operational risks [180]. - The company may pursue acquisition opportunities in various industries or geographic locations, focusing on technology-based businesses with significant Israeli connections [172]. Market and Economic Conditions - Economic uncertainty and volatility in financial markets, exacerbated by geopolitical tensions, may adversely affect the company's ability to identify and consummate an initial business combination [200]. - The current economic downturn has led to increased difficulty in completing the initial business combination due to rising inflation and higher interest rates [204]. - Recent volatility in capital markets may affect the ability to obtain financing for the initial business combination, potentially leading to significant dilution for existing shareholders [208]. Management and Operational Risks - The management of the target business may not possess the necessary skills to manage a public company, which could negatively impact post-combination operations [217]. - Key personnel from the target business may resign after the initial business combination, potentially affecting profitability and operations [218]. - The company may negotiate employment or consulting agreements with key personnel in connection with a business combination, which could lead to conflicts of interest [223]. - The company may pursue acquisition opportunities outside of its management's areas of expertise, potentially affecting the evaluation and operation of such businesses [224]. - The company is dependent on a small group of officers and directors, and their unexpected departure could adversely affect operations [226]. Conflicts of Interest - Conflicts of interest may arise as officers and directors allocate their time to other businesses, impacting the ability to complete a business combination [228]. - The company may engage in business combinations with entities affiliated with its sponsor, officers, or directors, raising potential conflicts of interest [232]. - The personal and financial interests of the sponsor and management may influence the selection of target business combinations [235]. - EarlyBirdCapital may have a conflict of interest in rendering services to the company in connection with the initial business combination, as it will receive a fee based on the total gross proceeds raised [277]. Share Structure and Securities - The company has approximately 19.5% of its ordinary shares owned by initial shareholders, which may facilitate amendments to its memorandum and articles of association with a two-thirds majority approval [188]. - The company may amend the terms of public warrants with the approval of at least a majority of the outstanding public warrants, potentially increasing the exercise price or shortening the exercise period [189]. - 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 [252]. - The company may redeem outstanding warrants at a price of $0.01 per warrant if the last reported sales price of Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period [250]. - The company has established a unit structure that may cause its units to be worth less than those of other blank check companies, as each unit contains three-quarters of one redeemable warrant [244]. Legal and Jurisdictional Issues - The company may face difficulties in protecting shareholder interests due to its incorporation under the laws of the Cayman Islands, which may limit legal recourse in U.S. courts [255]. - If the company is unable to consummate its initial business combination within 18 months from the closing of its initial public offering, public shareholders may have to wait beyond this period for redemption from the trust account [263]. Financial Reporting and History - The company is classified as an "emerging growth company," which allows it to take advantage of certain exemptions from reporting requirements, potentially making its securities less attractive to investors [194]. - The company has not opted out of the extended transition period for new financial accounting standards, which may complicate comparisons with other public companies [195]. - As a "smaller reporting company," the company can provide only two years of audited financial statements, which may hinder comparisons with other public companies [196]. - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve its business objectives [276]. Market Risks - There is currently a limited market for the company's securities, which adversely affects liquidity and price [253]. - The company may face significant material adverse consequences if its securities are delisted from Nasdaq, including reduced liquidity and increased regulatory scrutiny [243]. - Nasdaq may delist the company's securities if certain financial and share price levels are not maintained, limiting investors' ability to transact [242].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $507,193, with $797,218 in interest income offsetting $290,025 in formation and administrative expenses[110]. - The company reported a net loss per ordinary share, calculated by dividing net loss by the weighted average number of ordinary shares outstanding during the period[127]. - Diluted loss per share is the same as basic loss per share for the period presented, as the effect of warrants is considered anti-dilutive[128]. Initial Public Offering - The company completed its initial public offering on November 8, 2021, selling 17,250,000 public units at $10.00 per unit, generating gross proceeds of $172,500,000[107]. - The trust account held $177,011,962 of the initial public offering proceeds and interest earned as of September 30, 2022[113]. - The company has engaged EarlyBirdCapital as an advisor for the initial business combination, with a fee of 3.5% of the gross proceeds of the initial public offering payable upon consummation[121]. Cash and Working Capital - As of September 30, 2022, the company had cash outside its trust account amounting to $556,544 available for working capital needs[112]. - The company had $449,765 of outstanding borrowings under a working capital loan as of September 30, 2022[114]. - The company expects to incur approximately $280,000 for legal, accounting, and other expenses related to business combinations prior to the initial business combination[115]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after the completion of an initial business combination[109]. - If the company does not complete a business combination by May 8, 2023, it will commence automatic winding up, dissolution, and liquidation[118]. Accounting Standards and Regulations - The company is assessing the impact of ASU No. 2020-06 on its financial position, which simplifies accounting for convertible instruments and is effective for fiscal years beginning after December 15, 2023[130]. - ASU 2022-03 clarifies that contractual sales restrictions are not considered in measuring equity securities at fair value, effective for fiscal years beginning after December 15, 2023[131]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[133]. Risks and Uncertainties - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[136]. - As of September 30, 2022, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury obligations[137]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[138]. Administrative Agreements - The company has entered into an administrative services agreement, paying $3,000 per month for office space and administrative support[120].