IPO and Fundraising - 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[23]. - 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[23][25]. - The company has placed $175,950,000 in its Trust Account from the Initial Public Offering, with a pro rata redemption price expected to be approximately $11.79 per Public Share as of December 31, 2024[131]. - The company has access to $769,000 from funds outside the Trust Account to cover potential claims, with estimated liquidation costs around $100,000[108]. - 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 its initial Business Combination[149]. Business Combination and Extensions - On May 8, 2023, shareholders approved the 2023 Extension, allowing the company to extend the deadline for its initial Business Combination to May 8, 2024, with 12,626,668 Class A Ordinary Shares redeemed for approximately $132.6 million[30]. - 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 entirely in newly issued ordinary shares of Pubco[39][40]. - The deadline for the Reorganization has been extended from September 30, 2023, to July 20, 2024[63]. - The Outside Date for the Business Combination has been extended from March 31, 2025, to July 31, 2025[65]. - The company has until November 8, 2025, to complete a Business Combination, following the approval of the Fourth Extension Amendment[203]. Shareholder Actions and Redemptions - The company held an extraordinary general meeting on May 2, 2024, where shareholders redeemed 2,374,826 Class A ordinary shares for approximately $26.9 million[32]. - On November 6, 2024, shareholders redeemed 1,383,214 Class A ordinary shares for approximately $16.16 million during the November 2024 EGM[33]. - 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[80]. - The May 2024 EGM resulted in the redemption of 2,374,826 Class A ordinary shares at approximately $11.33 per share, totaling about $26,907,976[172]. - The May 2025 EGM resulted in the redemption of 742,834 Class A ordinary shares at approximately $12.18 per share, totaling about $9.0 million[174]. 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[188]. - The company had cash outside the Trust Account of $769 available for working capital needs as of December 31, 2024, with all remaining cash held in the Trust Account[190]. - For the year ended December 31, 2024, the company utilized $41,518,959 in financing activities, primarily due to $43,065,870 in redemption payments[192]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[121]. - 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[132]. Regulatory and Compliance Matters - The Business Combination requires approval from both the shareholders of the Company and Scage[54]. - The Company must have consolidated net tangible assets of at least $5,000,001 at the time of Closing[55]. - The Business Combination is subject to various closing conditions, including applicable exchange listing approvals[80]. - Nasdaq notified the Company of non-compliance with listing rules, leading to a delisting notice on November 8, 2024, with trading suspended on November 12, 2024[179]. - 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[126]. Operational Status and Future Plans - The company is not currently engaged in any substantive commercial business following its Initial Public Offering[84]. - The company has not commenced any operations and will not generate operating revenues until after the completion of an initial Business Combination[187]. - The company plans to conduct extensive due diligence on prospective target businesses, including meetings with management and facility inspections[89]. - The company has not encountered any material cybersecurity incidents since its Initial Public Offering, although it remains vulnerable to such risks[141]. - The company has the flexibility to use cash, debt, or equity securities for the initial Business Combination[93]. Risks and Challenges - The company faces intense competition from established entities and other blank check companies for acquisition opportunities, which may limit its financial resources[116]. - Certain executive officers and directors may have fiduciary duties to other entities, potentially limiting the company's acquisition opportunities[117]. - The company may face challenges in completing its initial Business Combination due to potential conflicts of interest and the need for additional financing[129]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[130]. - Changes in international trade policies and tariffs could adversely affect the company's search for an initial Business Combination target[134].

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]. - Sunorange agreed to contribute loans of the lesser of $100,000 or $0.033 per Public Share not redeemed for each month until May 8, 2024, to support the initial Business Combination[179]. - The Company issued the November 2024 Note with a principal amount of up to $259.588 million, 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 Actions - During the November 2024 EGM, shareholders redeemed 1,383,214 Class A 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 shares for a total redemption value of approximately $132,616,922, at about $10.50 per share[178]. 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 due to interest earned on investments[197]. - 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 cash outside the Trust Account of $7,555 available for working capital needs[196]. Business Combination and Management - The company plans to extend its termination date from November 8, 2024, to May 8, 2025, pending shareholder approval[169]. - 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]. - 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]. - The company has undergone management changes following the Sunorange Investment, with new appointments effective upon closing[164]. - The Company has 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 previously engaged with a contingent fee of at least $3.5 million if a Business Combination is consummated, but this agreement was terminated as of May 8, 2023[215]. Compliance and Regulations - 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]. - The Company has until May 8, 2025, to complete a Business Combination, or it will commence automatic winding up, dissolution, and liquidation[209]. - The Company has no off-balance sheet arrangements as of September 30, 2024, and no long-term debt or lease obligations[212]. 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 accounting standards[228].

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $49,619, with operating expenses of $455,763 and interest income of $406,144[164]. - For the six months ended June 30, 2024, the company had a net income of $192,476, consisting of $969,442 in interest income offset by $776,966 in operating expenses[169]. - The net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding during the period[191]. - The diluted income (loss) per share is the same as basic income (loss) per share for the period presented due to the exclusion of Warrants from the calculation[193]. Business Combination and Agreements - The company entered into a Business Combination Agreement with Scage on August 21, 2023, which was unanimously approved by the Board of Directors[162]. - The aggregate consideration to shareholders in the Scage Business Combination was reduced from $1,000,000,000 to $800,000,000[142]. - The company engaged EarlyBirdCapital to assist with the initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of the IPO upon consummation[183]. - The company has until November 8, 2024, to complete a Business Combination, or it will commence automatic liquidation[179]. 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[152]. - The 2024 Extension was approved with 7,997,433 Ordinary Shares present, representing approximately 88.02% of the total shares outstanding[151]. Cash and Trust Account - As of June 30, 2024, the Trust Account held $25,736,479 from the Initial Public Offering proceeds and interest earned[171]. - The company had cash outside the Trust Account of $35,523 available for working capital needs as of June 30, 2024[168]. - 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[150]. Debt and Promissory Notes - The company issued a May 2024 Promissory Note for up to $225,000 to the Sponsor, with monthly payments of $37,500 until the completion of an initial Business Combination[149]. - The company issued a November 2023 Promissory Note for up to $1,500,000, with an outstanding balance of $974,210 as of June 30, 2024[175]. - As of June 30, 2024, the outstanding balance of the June 2023 Promissory Note was $800,000, with no interest accrued[158]. - The company had no outstanding borrowings under the Working Capital Loan as of June 30, 2024[173]. Regulatory and Accounting Standards - 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[140]. - The company adopted ASU 2020-06 on January 1, 2024, with no material impact on financial position, results of operations, or cash flows[194]. - 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[195]. - The company is evaluating the impact of ASU 2023-09, which enhances income tax disclosures, effective for annual periods beginning after December 15, 2024[196]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[197]. - The company may rely on reduced reporting requirements provided by the JOBS Act for a period of five years following the completion of its Initial Public Offering[199]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[200]. IPO and Proceeds - The company completed the sale of 15,000,000 Units at $10.00 per Unit during its Initial Public Offering, generating gross proceeds of $150,000,000[137]. - The company completed the sale of 7,900,000 Private Placement Warrants at $1.00 per Warrant, generating gross proceeds of $7,900,000[137]. - The company recognizes the accretion from initial book value to redemption amount immediately upon the closing of the Initial Public Offering[190].

IPO and Financial Proceeds - The company completed its Initial Public Offering on November 8, 2021, raising gross proceeds of $172.5 million from the sale of 17,250,000 Units and Private Placement Warrants[128][130]. - As of November 2, 2023, $175.95 million from the IPO proceeds was placed in a Trust Account, invested only in U.S. government securities or money market funds[131]. - 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 from the Initial Public Offering proceeds[157][159]. Shareholder Actions and Meetings - At the 2024 Extraordinary General Meeting (EGM), approximately 88.02% of the total Ordinary Shares were represented, with 2,374,826 Class A Ordinary Shares redeemed for approximately $26.91 million[133][134]. - Shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $132.62 million at the 2023 EGM[144]. Business Combination and Agreements - The company entered into a Business Combination Agreement with Scage on August 21, 2023, which, if approved, will result in Scage becoming a wholly-owned subsidiary of Pubco[151]. - The company plans to extend its Combination Period until November 8, 2024, with ongoing financial support from Sunorange[135][145]. - The company has until November 8, 2024, to complete a Business Combination, or it will commence automatic liquidation[167][168]. Financial Support and Loans - The company issued a May 2024 Promissory Note for up to $225,000 to support the Trust Account, with the Sponsor agreeing to pay $37,500 monthly until the completion of an initial Business Combination[136]. - The June 2023 Promissory Note issued to the Sponsor amounted to up to $1.2 million, with monthly payments of $100,000 until the completion of an initial Business Combination[147]. - As of March 31, 2024, the Sponsor had deposited a total of $1.1 million into the Trust Account to support the 2024 Extension[141]. - The company had no outstanding borrowings under the Working Capital Loan as of March 31, 2024, and had $709,859 outstanding under the November 2023 Promissory Note[161][164]. - The company canceled the Working Capital Loan in full on May 8, 2023, recognizing it as a benefit under SAB Topic 5T[163]. 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, with interest earned of $563,298 and operating expenses of $321,203[155]. - The company generated non-operating income primarily from interest income derived from the Trust Account, with no significant changes in financial position since December 31, 2023[153][155]. - The company incurred $261,957 in operating activities for the three months ended March 31, 2024, largely driven by interest earned[157]. Accounting Standards and Compliance - 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 was adopted on January 1, 2024, with no material impact on financial position, results of operations, or cash flows[180]. - The company is evaluating the impact of ASU 2023-09, effective for annual periods beginning after December 15, 2024[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 may not be required to provide certain disclosures and reports due to its status as an emerging growth company[184]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[185]. Management and Operations - Sunorange Investment Agreement included the acquisition of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants, leading to a change in management[139]. - The company has not commenced any operations and will not generate operating revenues until after completing an initial Business Combination[153]. - The company has 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[170]. Earnings Per Share - Basic and diluted net income per share for redeemable Ordinary Shares and non-redeemable Ordinary Shares is calculated by dividing net income allocated proportionally to each class of Ordinary Shares[177]. - The company recognized the accretion from initial book value to redemption amount immediately upon the closing of the Initial Public Offering[177].

Business Combination and SPAC Regulations - The company reported a redemption of 12,626,668 Class A Ordinary Shares at approximately $10.50 per share during the 2023 EGM[12]. - The 2024 SPAC Rules adopted by the SEC will become effective on July 1, 2024, impacting SPAC Business Combination transactions[10]. - The company has an initial Business Combination deadline extended to May 8, 2024, as approved by shareholders[14]. - The company is in the process of negotiating the Scage Business Combination Agreement, which was entered into on August 21, 2023[16]. - The company must complete its initial Business Combination by May 8, 2024, or it will terminate and distribute amounts in the Trust Account[24]. - The Aggregate Merger Consideration Amount under the Scage Business Combination Agreement is set at $1,000,000,000, subject to adjustments for net debt[34]. - The Scage Business Combination Agreement was entered into on August 21, 2023, and involves a two-step merger process with Pubco[32]. - The obligations to consummate the Business Combination are subject to the approval of both companies' shareholders[47]. - The Scage Business Combination Agreement may be terminated if the Closing does not occur by February 29, 2024[51]. - The company may seek further extensions of the Combination Period, which would require shareholder approval and could adversely affect the Trust Account balance[29]. Financial Instruments and Funding - The company issued a January 2024 Promissory Note with a principal amount of up to $1,500,000 to Scage on January 26, 2024[15]. - The company issued a June 2023 Promissory Note with a principal amount of up to $1,200,000 to its Sponsor on June 2, 2023[15]. - The company has not secured third-party financing for the Business Combination, which may affect future capital availability[83]. - The company intends to utilize cash from its Initial Public Offering and Private Placement Warrants for the Business Combination[86]. - The cash proceeds from the PIPE investment must be not less than an aggregate of $15,000,000[49]. Trust Account and Shareholder Rights - The company placed a total of $175,950,000 in the Trust Account, which includes $153,000,000 from the Initial Public Offering and $22,950,000 from the Private Placement[23]. - 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[83]. - Public Shareholders may convert their shares into their pro rata share of the Trust Account amount at any general meeting called to approve an initial Business Combination[107]. - The company may engage in a tender offer for Public Shareholders to sell their shares, avoiding the need for a shareholder vote[107]. - Shareholders must properly elect to redeem their shares to receive funds from the Trust Account, which will only occur upon the completion of the Initial Business Combination or other specified circumstances[123]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, particularly in the recognition of professional fees and related party transactions[246][247]. - Management is enhancing internal controls and procedures to address identified weaknesses and ensure compliance with GAAP[248]. - The company acknowledges that internal control over financial reporting may not prevent or detect errors or misstatements in financial statements[252]. - Management's internal control includes policies that ensure transactions are recorded to permit preparation of financial statements in accordance with GAAP[251]. - The report does not include an attestation report of internal controls from an independent registered public accounting firm due to the company's status as an emerging growth company under the JOBS Act[254]. Acquisition Strategy and Market Position - The acquisition strategy focuses on Israel-related companies in sectors such as fintech, insuretech, and digital banking, targeting businesses with proven revenue growth[69]. - The management team has significant experience in executing transactions under varying economic conditions, enhancing the ability to identify and evaluate potential targets[75]. - The company emphasizes the importance of disruptive technology and strong competitive positions in its investment criteria for prospective targets[71]. - The company has identified a pipeline of potential targets through its management team's extensive network and relationships in the industry[76]. - The company believes its public status offers a more certain and cost-effective method for target businesses to go public compared to traditional Initial Public Offerings[79]. Risks and Uncertainties - The company anticipates potential risks and uncertainties that may cause actual results to differ materially from forward-looking statements[11]. - The company has encountered intense competition from well-established entities with greater resources, which may limit its ability to acquire sizable target businesses[129]. - Certain executive officers and directors may have fiduciary duties to other companies, potentially precluding the company from pursuing certain acquisition opportunities[130]. Miscellaneous - The company is currently maintaining its executive offices at 265 Franklin Street, Suite 1702, Boston, MA, and is paying $3,000 per month for administrative services[133]. - As of the report date, the company has two officers, and their time commitment varies based on the Business Combination process[134]. - The company has received a tax exemption undertaking from the Cayman Islands government for a period of 20 years, exempting it from certain taxes[143].

IPO and Fundraising - 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 [124]. - 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 [125]. - As of November 2, 2023, $175,950,000 from the IPO proceeds was placed in a Trust Account, invested only in U.S. government securities [126]. - 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 [127]. - The company completed the Sunorange Investment on May 8, 2023, with a minimum of $30 million remaining in the Trust Account after redemptions [128]. Shareholder Activity - Shareholders redeemed 12,626,668 Class A ordinary shares for approximately $10.50 per share, totaling a redemption value of approximately $132,616,922 [133]. - Following the Conversion, approximately 47.4% of the Class A ordinary shares are held by the Sponsor and certain designees of Sunorange [138]. Business Combinations - The company entered into a Business Combination Agreement with Scage, valuing the transaction at $1.0 billion upon closing [139]. - The company engaged a third-party consultant to identify potential targets for its Business Combination, agreeing to pay a contingent fee of 0.5% of the implied enterprise value [140]. - The company has until May 8, 2024, to complete a Business Combination, or it will commence automatic winding up and liquidation [164]. - The company engaged EarlyBirdCapital as an advisor for its initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of its IPO upon consummation [168]. 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 [153]. - 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 [153]. - The company had cash outside the Trust Account of $867 as of September 30, 2023, with the remaining cash held in the Trust Account [156]. - 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 [157]. 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 [135]. - The company issued a Working Capital Note of up to $1,500,000 to Sunorange on November 8, 2023, related to advances made for working capital expenses [162]. - As of September 30, 2023, the company had no long-term debt or capital lease obligations [167]. Regulatory and Compliance Issues - The company received a deficiency notice from Nasdaq on October 9, 2023, for not meeting the minimum 400 total holders requirement [150]. Investment and Risk Management - The company liquidated investments in the Trust Account effective November 2, 2023, holding funds in an interest-bearing demand deposit account [165]. - As of September 30, 2023, 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 [185]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future [186]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, effective for fiscal years beginning after December 15, 2023 [178]. - 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 following the IPO [182]. - The company’s results of operations may be adversely affected by economic uncertainties, including inflation, interest rate increases, and geopolitical instability [183]. - The company’s accounting policies require significant judgments, and actual results could differ from estimates due to inherent uncertainties [171]. - The company’s Class A ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value [172]. - The calculation of diluted income per ordinary share does not consider the effect of warrants issued in connection with the IPO, as their exercise is contingent upon future events [176].

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, driven by $1,342,192 and $3,252,490 in interest income, respectively[134]. - As of June 30, 2023, the company had cash outside the Trust Account of only $84, indicating limited working capital availability[137]. - As of June 30, 2023, $49,464,956 of the IPO proceeds and interest earned were held in the Trust Account[138]. - As of June 30, 2023, the company had no outstanding borrowings under the Working Capital Loan, down from $449,765 as of December 31, 2022[139]. - The company has no off-balance sheet arrangements as of June 30, 2023, and no long-term debt or lease obligations[144]. IPO and Fundraising - 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 for future business combinations[118][119]. - The company raised gross proceeds of $172,500,000 from the sale of 17,250,000 Units at $10.00 per Unit during the IPO[138]. Business Combinations and Agreements - 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[120]. - The company announced a Business Combination Agreement with Scage on August 21, 2023, with a post-combination valuation of $1.0 billion[130]. - The company has until May 8, 2024, to complete a Business Combination, or it will commence automatic winding up and liquidation[142][143]. - 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[126]. - Following the conversion of shares, the Sponsor and certain designees of Sunorange hold approximately 47.4% of the outstanding Class A ordinary shares[129]. - 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[147]. - The company engaged EarlyBirdCapital to assist with the initial Business Combination, agreeing to pay a fee of 1.75% of the gross proceeds of the IPO upon consummation[145]. Compliance and Regulatory Matters - The company received a deficiency notice from Nasdaq on September 12, 2023, regarding non-compliance with listing standards due to a late filing of its Quarterly Report[131]. - The company has not commenced any operations and will not generate operating revenues until after completing an initial Business Combination[133]. Accounting and Financial Standards - The company is assessing the impact of new accounting standards, including ASU 2020-06 and ASU 2022-03, which may affect its financial position[155][156]. - The company has recognized the accretion from initial book value to redemption amount for Class A ordinary shares immediately upon the closing of the IPO[150]. - The company does not expect to engage in any hedging activities regarding market risk[163].

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]. - As of March 31, 2023, the trust account held $180,439,940 from the initial public offering proceeds and interest earned, which is invested in U.S. government securities[129]. - For the three months ended March 31, 2023, the company reported a net income of $1,608,034, primarily from $1,910,298 in interest gained on the trust account[127]. - The company had cash of $94,114 available for working capital needs as of March 31, 2023, with all remaining cash held in the trust account[128]. Business Combination and Shareholder Actions - On May 8, 2023, the company held an extraordinary general meeting where shareholders approved an extension of the business combination deadline to May 8, 2024[119]. - Shareholders redeemed 12,626,668 Class A Ordinary Shares for approximately $132,616,922, at a redemption value of about $10.50 per share[121]. - The company entered into an Investment Agreement on April 27, 2023, which included a change in management and board of directors[118]. - Following the Investment Agreement, the company issued 4,237,499 Class A Ordinary Shares upon the conversion of an equal number of Class B Ordinary Shares[123]. - The Investor agreed to deposit $300,000 into the trust account to support the initial business combination process, with additional monthly contributions of $100,000 as needed[119]. - The company has until May 8, 2024, to complete a Business Combination, or it will face automatic winding up, dissolution, and liquidation[133]. Financial Health and Concerns - As of March 31, 2023, the company had $449,765 of outstanding borrowings under a working capital loan, which was canceled in full on May 8, 2023[131]. - 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]. - 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[136]. - A contingent fee of at least $3,500,000 was agreed upon with a third-party consultant for assistance in a potential Business Combination, but this agreement was terminated as of May 8, 2023[139]. Advisory and Risk Management - The company has engaged EarlyBirdCapital as an advisor for the initial business combination, with a cash fee of 1.75% of the gross proceeds of the initial public offering payable upon consummation[137]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[153]. - As of March 31, 2023, the company was not subject to any market or interest rate risk, with investments in U.S. government treasury obligations or money market funds[152]. - The financial statements do not include adjustments for potential liquidation after May 8, 2024, indicating uncertainty in asset and liability valuations[134]. Regulatory and Economic Factors - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[149]. - Factors such as economic downturns, inflation, and geopolitical instability could adversely affect the company's results of operations and ability to complete a Business Combination[151].

Financial Condition and Capital Requirements - The company has incurred significant costs in pursuit of acquisition plans and expects to continue doing so [172]. - The company requires additional capital to operate, which may necessitate borrowing from sponsors or liquidating assets [174]. - The company may incur substantial debt to complete a business combination, which could negatively impact the value of shareholders' investments [204]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction [227][228]. - The company may not be able to access a portion of its existing cash and investments due to market conditions, which could materially adversely affect its financial condition [247]. - The company must complete its initial business combination by May 8, 2023, or face potential liquidation of public shares [300]. - The company may issue additional Class A ordinary shares or preferred shares to complete the initial business combination, which could significantly dilute the interest of current shareholders [340]. Shareholder Implications - The company may only be able to provide approximately $10.20 per share to public shareholders upon liquidation of the trust account, with potential for lower amounts in certain circumstances [173]. - If unable to complete the initial business combination, public shareholders may receive less than $10.20 per share upon redemption [178]. - Shareholders may be held liable for claims against the company to the extent of distributions received upon redemption [193]. - Public shareholders incurred an immediate and substantial dilution of approximately 96.8% (or $9.68 per share) upon the closing of the initial public offering [309]. - 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 [315]. - The potential issuance of shares underlying various warrants may adversely affect the market price of the Class A ordinary shares [339]. Business Combination Risks and Challenges - The company believes it will meet the requirements for exemption from the Investment Company Act, but non-compliance could hinder business combination efforts [188]. - The company may face challenges in completing simultaneous business combinations due to complex accounting issues and the need for pro forma financial statements [208]. - If the company completes a business combination with a financially unstable business, it may face numerous risks inherent in that business's operations [213]. - The management team of the target business may not possess the necessary skills to manage a public company, potentially affecting operations and profitability [265]. - Key personnel from the target business may resign after the initial business combination, which could negatively impact operations [266]. - The ability to successfully effect the initial business combination is dependent on the efforts of key personnel, whose roles may not be clearly defined [270]. - The company may seek acquisition opportunities outside of its management's areas of expertise, which could lead to challenges in evaluating or operating the acquired business [274]. Regulatory and Market Conditions - The SEC has proposed rules that may increase costs and time needed to complete the initial business combination [191]. - Economic uncertainty and volatility, particularly due to geopolitical tensions such as the military conflict in Ukraine, may adversely affect the company's ability to identify and consummate business combinations [240][241]. - The current economic downturn has led to increased difficulty in completing the initial business combination, with observed economic uncertainty in the U.S. and abroad [246]. - Recent volatility in capital markets may affect the ability to obtain financing for the initial business combination, potentially leading to significant dilution for existing stockholders [249]. - The company is subject to evolving regulatory measures that have increased general and administrative expenses and may divert management's attention from revenue-generating activities [356]. Corporate Governance and Structure - The company may seek to amend its governing instruments to facilitate the completion of an initial business combination, which some shareholders may not support [219]. - 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 [222]. - The company may qualify as a "controlled company" under Nasdaq rules, potentially exempting it from certain corporate governance requirements [329]. - The company has not adopted a policy to prohibit conflicts of interest among its officers and directors, which may affect business combination decisions [285]. - Provisions in the company's amended and restated memorandum and articles of association may inhibit unsolicited takeover proposals [322]. Share Structure and Securities - The company issued warrants to purchase 12,937,500 Class A ordinary shares at an exercise price of $11.50 per warrant [314]. - The company has established its unit structure to reduce the dilutive effect of warrants, making it a more attractive merger partner [305]. - The company has 482,600,000 authorized but unissued Class A ordinary shares available for issuance, which includes shares reserved for outstanding warrants [341]. - The founders shares will convert into Class A ordinary shares on a one-for-one basis upon completion of the initial business combination, subject to adjustments [346]. - The company may redeem outstanding warrants at a price of $0.01 per warrant if the Class A ordinary shares' sales price equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period [312]. Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from disclosure requirements, which may affect investor attractiveness [233]. - The company has not opted out of the extended transition period for new financial accounting standards, potentially complicating comparisons with other public companies [234]. - The company is a "smaller reporting company," allowing it to provide only two years of audited financial statements, which may hinder performance comparisons with other public companies [235]. - The company may be classified as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors [347]. - The company has not engaged in any hedging activities since its inception [406].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $507,193, with $797,218 in interest gained from the trust account[110]. - The company had a net loss of $10,832 for the period from March 15, 2021, to September 30, 2021, consisting entirely of formation and administrative expenses[111]. - 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]. - The diluted loss per ordinary share is the same as the 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 its initial business combination, with a fee of 3.5% of the gross proceeds of the initial public offering payable upon consummation[121]. Cash and Borrowings - As of September 30, 2022, the company had cash outside its trust account amounting to $556,544 available for working capital needs[112]. - As of September 30, 2022, the company had $449,765 of outstanding borrowings under a working capital loan[114]. Business Operations - The company has not commenced any operations and will not generate operating revenues until after completing 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 the company in 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]. - The company may not be required to provide certain disclosures and attestation reports under the JOBS Act for a period of five years following its initial public offering[134]. 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].