Business Combination - The company entered into a Business Combination Agreement with Bolt Threads, with an aggregate equity consideration of $250 million[130][131]. - The Business Combination is subject to stockholder approval and other customary conditions[130]. - The company has agreed to a Sponsor Support Agreement, where the Sponsor will vote in favor of the Business Combination and has committed to purchase additional convertible notes[137]. - The company has until September 19, 2024, to consummate a Business Combination, with potential mandatory liquidation if unable to raise additional funds[164]. - The company received an extension from Nasdaq until September 16, 2024, to complete the Business Combination, following a hearing on May 16, 2024[144]. - The company has extended the deadline for consummating a business combination to September 19, 2024, with a maximum deposit of $20,000 for each one-month extension[141]. Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $318,533, driven by a change in fair value of warrant liability of $729,167 and interest earned on marketable securities of $59,337[146]. - For the six months ended June 30, 2024, the company experienced a net loss of $894,780, with formation and operational costs amounting to $851,313 and provision for income taxes of $17,323[146]. - For the six months ended June 30, 2023, the company achieved a net income of $1,138,959, primarily from interest earned on marketable securities of $2,771,356[147]. Cash and Investments - As of June 30, 2024, the company had $21,467,825 remaining in the trust account after a redemption of 26,649,519 shares at approximately $10.16 per share, totaling $270,769,687[140]. - As of June 30, 2024, the company held investments in the trust account totaling $6,365,874, with cash used in operating activities amounting to $880,105[152]. - As of June 30, 2024, the company had cash of $28,657, which will be used for identifying and evaluating target businesses[154]. - The company intends to use substantially all funds in the trust account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies[153]. Debt and Obligations - The company issued a non-interest bearing promissory note to the Sponsor for up to $510,000 to replenish operating funds withdrawn from the trust account[157]. - As of June 30, 2024, the company had outstanding convertible promissory notes totaling $2,047,054[158]. - The company has no off-balance sheet arrangements or long-term debt obligations as of June 30, 2024[165][166]. Costs and Expenses - The company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of its initial business combination[129]. - The company has made a total of 16 extension payments amounting to $648,041, extending the deadline to July 19, 2024[142]. - For the three and six months ended June 30, 2024, the Company incurred $0 in consulting fees related to an agreement with Jones International Group, compared to $20,500 for the same periods in 2023[169]. Accounting and Reporting - The Company accounts for warrants as liabilities at fair value, subject to re-measurement at each balance sheet date until exercised[171]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' deficit[172]. - Net (loss) income per common share is calculated by dividing net income by the weighted average number of common stock outstanding, with two classes of shares sharing income pro rata[173]. - The adoption of ASU 2020-06 is not expected to have a material impact on the Company's financial statements[174]. - ASU 2023-09, effective after December 15, 2024, will require expanded disclosures of income taxes paid, but is not expected to materially impact the Company's financial statements[175]. Underwriting and Fees - The Company entered into an agreement with BTIG and Bolt Threads, involving a deferred underwriting fee of $500,000 payable upon the completion of the initial Business Combination[168]. - Upon successful Business Combination with Bolt Threads, the Company will recognize a reduction in the deferred underwriting fee equal to the $500,000 cash payment and the fair value of shares transferred[169].

Business Combination - The Company entered into a Business Combination Agreement with Bolt Threads on October 4, 2023, with an equity consideration of $250,000,000[156][157]. - The Company extended the deadline for business combination to September 19, 2024, with a maximum deposit of $20,000 for each one-month extension[169]. - The company has until September 19, 2024, to consummate a Business Combination, with potential mandatory liquidation if unsuccessful[196]. - The company intends to use substantially all funds in the trust account to complete a Business Combination and for working capital to finance operations[186]. - The underwriters are entitled to a deferred fee of $10,062,500, payable upon the completion of the Business Combination[199]. Financial Performance - As of March 31, 2024, the Company reported a net loss of $1,213,313, primarily due to a change in fair value of warrant liability of $875,000[176]. - For the three months ended March 31, 2024, the net loss was $1,213,313, with cash used in operating activities amounting to $250,850[183]. - For the three months ended March 31, 2023, the net income was $891,866, with cash used in operating activities totaling $602,838[184]. - The Company has not generated any revenues to date and only incurs expenses related to being a public company[175]. Initial Public Offering - The initial public offering generated gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit[178]. - The Company incurred $14,246,969 in initial public offering related costs, including $5,000,000 in underwriting fees[179]. Shareholder Activity - Stockholders redeemed 26,649,519 shares for approximately $270.77 million at a redemption price of $10.16 per share[166]. - As of March 16, 2023, the Company had 9,147,981 shares of Class A common stock outstanding after a conversion of Class B shares[167]. Compliance and Regulatory Matters - The Company received a notice from Nasdaq regarding non-compliance with listing requirements, prompting a request for a hearing[173][174]. Cash and Investments - As of March 31, 2024, the trust account held a total of $287,500,000 in proceeds, including $6,271,861 in investments[181][185]. - As of March 31, 2024, the company had cash of $60,508 available outside the trust account for evaluating target businesses and due diligence[187]. - The company has issued promissory notes totaling $1,484,326 as of March 31, 2024, which may be converted into warrants[190]. Accounting Standards - The adoption of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, is not expected to have a material impact on the company's financial statements[207]. - ASU 2023-09, effective for fiscal years beginning after December 15, 2024, will require expanded disclosures of income taxes paid, but is not expected to materially affect the company's financial statements[208]. - Management believes that recently issued accounting standards, if adopted, will not have a material effect on the company's unaudited consolidated financial statements[209]. Consulting Fees - The company incurred $0 and $20,500 in consulting fees for the three months ended March 31, 2024, and 2023, respectively[202]. Debt and Liabilities - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[198][197].

Financial Risks and Liabilities - The company may be unable to complete its initial business combination if funds outside the trust account are insufficient to operate until at least the Extended Date[95]. - Public stockholders may receive approximately $10.00 per share or less upon liquidation of the trust account if the initial business combination is not completed[96]. - The company may depend on loans from its sponsor or management team to fund its search for a target business if net proceeds from the initial public offering are insufficient[97]. - Write-downs, restructuring, and impairment charges could significantly negatively impact the company's financial condition and the value of its securities post-combination[99]. - Stockholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares[103]. - The company may face challenges in obtaining additional financing for the initial business combination, which could lead to restructuring or abandonment of the transaction[141]. - The liquidity condition raises substantial doubt about the company's ability to continue as a going concern, with no adjustments made to asset or liability carrying amounts if liquidation is required[169]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[184]. - The trust account may be reduced below $10.00 per public share due to third-party claims, affecting the redemption amount for stockholders[209]. - The sponsor is liable for claims that reduce the trust account funds below $10.00 per public share, but may not have sufficient funds to satisfy these obligations[210]. Business Combination Challenges - The company may only complete one business combination with the proceeds from its initial public offering, leading to a lack of diversification and increased risks[123]. - Increased competition for attractive targets may raise costs and complicate the ability to find suitable acquisition opportunities[127]. - The company may enter into a business combination with a target that does not meet its general criteria and guidelines, which could affect the success of the combination[109]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues and intense competition[110]. - Geopolitical tensions, such as the invasion of Ukraine and the Israel-Hamas conflict, may adversely affect the company's search for a business combination[147]. - Financial statement requirements may limit the pool of potential target businesses, as some may be unable to provide necessary disclosures in time[149]. - The company may face challenges in assessing the management capabilities of prospective target businesses, which could negatively impact post-combination operations[118]. - The company may face additional risks and complexities if pursuing a business combination with operations outside the United States, including currency fluctuations and compliance with foreign regulations[160]. - The review process by government entities could delay the initial business combination, impacting the company's operational timeline[232]. Shareholder and Stockholder Considerations - The company’s sponsor purchased 7,187,500 founder shares for a capital contribution of $25,000, representing approximately 92.6% of outstanding shares[120]. - Initial stockholders control approximately 92.6% of the outstanding common stock, influencing the election of directors and other significant actions[143]. - There is no specified maximum redemption threshold, allowing the company to complete a business combination even if a substantial majority of stockholders disagree[133]. - The company’s amended and restated certificate of incorporation restricts stockholders from redeeming more than 15% of their shares without prior consent during the initial business combination[176]. - The company may issue a substantial number of new shares in a business combination, potentially diluting existing stockholders' ownership[132]. - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could significantly dilute the equity interest of existing investors[182]. - The potential issuance of additional shares upon exercise of warrants could make the company a less attractive acquisition vehicle[192]. - The company’s securities may not qualify as covered securities if it is no longer listed on Nasdaq, leading to state regulation of its securities[175]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete acquisitions, particularly for a blank check company[150]. - The company is subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control[153]. - The company is exempt from certain SEC rules for blank check companies due to having net tangible assets exceeding $5 million[213]. - If deemed an investment company under the Investment Company Act, the company may face compliance burdens and could abandon business combination efforts[215]. - The company has recognized $2,870,720 in excise tax payable related to share redemptions as of December 31, 2023[230]. - A 1% U.S. federal excise tax on stock repurchases will apply to the company starting January 1, 2023, impacting its financial strategy[229]. - The company remains a "smaller reporting company" until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenues exceed $100 million[227]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies[226]. Operational and Management Concerns - Key personnel may not remain with the company after the initial business combination, which could affect operations and profitability[113]. - The company may need to negotiate employment agreements with key personnel, which could create conflicts of interest[116]. - The company does not have full-time employees prior to completing its initial business combination, which may lead to conflicts of interest among its officers and directors[198]. - The company may engage in business combinations with entities affiliated with its sponsor, officers, or directors, raising potential conflicts of interest[205]. - The company’s management team has significant experience, but past performance may not guarantee future success in identifying suitable business combinations[197]. Market and Economic Conditions - Geopolitical events, including the Russia-Ukraine conflict and the Israel-Hamas situation, have created significant economic uncertainty and risks[220][221]. - Inflation has increased in recent years, impacting economic activity and potentially making financing more difficult for the company[223]. - The market for the company’s securities may not fully develop or be sustained, affecting liquidity and price[194]. - The company expects that if its Class A common stock fails to meet Nasdaq's continued listing requirements, its units and warrants will also fail to meet those requirements[172]. Miscellaneous - The company’s amended and restated certificate of incorporation includes provisions that may inhibit takeovers, potentially limiting the price investors are willing to pay for Class A common stock[152]. - The company has 192,374,563 authorized but unissued shares of Class A common stock and 19,860,000 shares of Class B common stock available for issuance as of the date of the Annual Report[181]. - The company issued warrants to purchase 9,583,333 shares of Class A common stock at an exercise price of $11.50 per share[191]. - The company has the ability to redeem outstanding warrants at a price of $0.01 per warrant if the Class A common stock price equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period[188]. - The company may redeem outstanding warrants at a price of $0.10 per warrant if the Class A common stock price equals or exceeds $10.00 on the trading day prior to the redemption notice[189]. - The company’s warrants are classified as liabilities, which may lead to fluctuations in financial results due to changes in fair value[195].

Business Combination and Agreements - The company entered into a Business Combination Agreement with Bolt Threads, with an aggregate equity consideration of $250,000,000[139][141]. - The company plans to extend the deadline for consummating a Business Combination to September 19, 2024, pending stockholder approval[151]. - The company plans to extend the Termination Date for the business combination up to December 19, 2023[173]. Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $881,650, with operational costs amounting to $914,406[153]. - For the nine months ended September 30, 2023, the company had a net income of $257,309, primarily from interest earned on marketable securities of $2,981,638[154]. - The company has neither engaged in operations nor generated revenues to date, with non-operating income derived from interest on marketable securities[152]. Initial Public Offering (IPO) - The initial public offering generated gross proceeds of $250,000,000, with an additional $37,500,000 from the underwriters' over-allotment option[157][159]. - The company incurred $14,246,969 in IPO-related costs, including $5,000,000 in underwriting fees[158]. - The Sponsor has committed to purchase 800,000 shares of Class A common stock for an aggregate price of $8,000,000[144]. Cash and Investments - As of September 30, 2023, the company held investments in the Trust Account amounting to $22,275,986[163]. - The company withdrew $271,793,225 from the Trust Account for redemption payments and tax obligations through September 30, 2023[163]. - The company had cash of $80,462 as of September 30, 2023, intended for evaluating target businesses and due diligence[165]. - The company had cash used in operating activities of $1,376,750 for the nine months ended September 30, 2023[161]. Debt and Obligations - An aggregate of $1,300,000 was outstanding under three Convertible Promissory Notes as of September 30, 2023[169]. - The company issued an unsecured promissory note to the Sponsor for $567,130 on March 17, 2023, with $504,120 deposited into the Trust Account for Extension Payments[170]. - The company has no long-term debt or capital lease obligations as of September 30, 2023[175]. Management and Concerns - 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 Extended Date[173]. - The company incurred $20,500 in consulting fees for target business search services for the three and nine months ended September 30, 2023[176]. Accounting Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[182].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $247,093, consisting of interest earned on marketable securities of $196,773 and a change in fair value of warrant liability of $291,666[139]. - For the six months ended June 30, 2023, the company had a net income of $1,138,959, with interest earned on marketable securities amounting to $2,771,356[140]. - The company had cash used in operating activities of $1,267,642 for the six months ended June 30, 2023[148]. Investments and Cash Position - As of June 30, 2023, the company held investments in the Trust Account totaling $21,916,659[150]. - As of June 30, 2023, the company had cash of $338,615 available for identifying and evaluating target businesses[152]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination[151]. Initial Public Offering and Costs - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 units at $10.00 per unit[143]. - The company incurred $14,246,969 in Initial Public Offering related costs, including $5,000,000 in underwriting fees[144]. - The company issued a total of $1,300,000 in Convertible Promissory Notes, which were valued at par[156]. Business Combination and Deadlines - On March 15, 2023, stockholders approved an extension of the business combination deadline to December 19, 2023, with an aggregate redemption amount of approximately $270,769,687[136]. - The company has until December 19, 2023, to complete a business combination, with a potential mandatory liquidation if unable to raise additional funds[160]. Liabilities and Financial Arrangements - As of June 30, 2023, the company has no off-balance sheet arrangements or long-term liabilities[161]. - The company has no long-term debt or capital lease obligations, with a deferred fee of $10,062,500 payable to underwriters upon successful business combination[162]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[161]. Consulting and Other Expenses - The company incurred $20,500 in consulting fees for target business search services during the three and six months ended June 30, 2023[163]. Accounting and Financial Reporting - Common stock subject to possible redemption is classified as temporary equity, reflecting uncertain future events[166]. - The company accounts for warrants as liabilities, adjusting their fair value at each reporting period[165]. - The adoption of ASU 2020-06 is being assessed, with no significant impact on financial statements anticipated[168]. - The company adopted ASU 2016-13 on January 1, 2023, with no material impact on its financial statements[170]. Going Concern - Management has substantial doubt about the company's ability to continue as a going concern if a business combination does not occur[160].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $1,071,496, which included interest earned on marketable securities of $2,574,583[140]. - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying a target company for a Business Combination[139]. - The company has until December 19, 2023, to complete a business combination, with substantial doubt about its ability to continue as a going concern if unable to raise additional funds[160]. Cash and Investments - The company had cash of $992,464 as of March 31, 2023, which will be used primarily for identifying and evaluating target businesses[151]. - As of March 31, 2023, the Trust Account held investments amounting to $21,467,825 after redemptions[149]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination[150]. Initial Public Offering (IPO) - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 units at $10.00 per unit[143]. - The company incurred $14,246,969 in costs related to the Initial Public Offering, including $5,000,000 in underwriting fees[144]. - The holders of 26,649,519 shares of Class A common stock redeemed their shares for cash at a price of approximately $10.16 per share, totaling approximately $270,869,315[146]. Business Combination and Deadlines - The company extended the deadline for consummating a business combination to December 19, 2023, with an option for monthly extensions[135]. - The company has no long-term debt or capital lease obligations, with a deferred fee of $10,062,500 payable to underwriters only upon completion of a business combination[162]. Accounting and Financial Reporting - The company accounts for warrants as liabilities, adjusting their fair value at each reporting period, with changes recognized in the statements of operations[165]. - Common stock subject to possible redemption is classified as temporary equity, presented at redemption value outside of stockholders' deficit[166]. - Net income (loss) per common share is calculated by dividing net income by the weighted average number of common stock outstanding, with accretion associated with redeemable shares excluded from earnings per share[167]. - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[169]. - Management does not anticipate any material effect on financial statements from recently issued accounting standards that are not yet effective[170]. - The company does not have any quantitative and qualitative disclosures about market risk as it is classified as a smaller reporting company[171]. Consulting and Other Expenses - Consulting fees incurred for the three months ended March 31, 2023, amounted to $20,500, with the consulting agreement terminated on February 20, 2023[163]. Off-Balance Sheet Arrangements - As of March 31, 2023, the company has no off-balance sheet arrangements, obligations, assets, or liabilities[161]. Convertible Notes - The company has issued convertible promissory notes totaling $900,000, with a fair value of $109,220 as of March 31, 2023[156].

Financial Condition and Capital Needs - The company expects to incur significant costs in pursuit of its acquisition plans and may depend on loans from affiliates if funds outside the trust account are insufficient[89]. - Upon closing of the initial public offering, the company believes available funds will allow operations for at least 24 months, but this estimate may not be accurate[90]. - If the net proceeds from the initial public offering are insufficient, the company may rely on loans from the sponsor or management team to fund its search for a target business[91]. - The company may need to seek additional capital through loans or may be forced to liquidate if it cannot complete its initial business combination[92]. - The company faces substantial doubt about its ability to continue as a "going concern" due to liquidity conditions and mandatory liquidation[157]. - The company must maintain a minimum stockholders' equity of $2,500,000 and a minimum of 300 public holders to continue listing its securities on Nasdaq[158]. - The company may face challenges in obtaining additional financing for business combinations, which could lead to restructuring or abandonment of proposed transactions[130]. - The company may incur substantial debt to complete a business combination, which could negatively impact its financial condition and stockholder value[172]. - The company may face limitations on its ability to pay dividends and obtain additional financing if it incurs debt[173]. Business Combination Risks - Post-combination, the company may face write-downs or impairments that could negatively impact financial condition and stockholder value[93]. - If bankruptcy occurs after distributing trust account proceeds, stockholders may face claims for recovery of those proceeds[94]. - The company may be held liable for claims by third parties against it to the extent of distributions received by stockholders upon redemption of shares[96]. - The registration rights granted to initial stockholders may complicate the completion of the initial business combination and adversely affect the market price of Class A common stock[98]. - The company is not limited to evaluating target businesses in specific industries or geographic areas, making it difficult to assess the merits or risks of potential acquisitions[99]. - The company may pursue acquisitions outside of management's areas of expertise, which could hinder the evaluation of significant risk factors[100]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues and intense competition[102]. - If the initial business combination is not completed, public stockholders may receive approximately $10.00 per share or less upon liquidation of the trust account[105]. - Increased competition among special purpose acquisition companies may make attractive targets scarcer and could raise the costs of initial business combinations[119]. - Changes in the market for directors and officers liability insurance could complicate negotiations for initial business combinations and increase costs[121]. - The company may attempt to complete multiple business combinations simultaneously, which could hinder the ability to finalize any initial business combination[117]. - The company may not maintain control of a target business after the initial business combination, potentially affecting management's ability to operate profitably[124]. - There is no specified maximum redemption threshold, allowing the company to complete a business combination even if a substantial majority of stockholders disagree[125]. - Amendments to the company's charter or governing instruments may be made with the approval of at least 65% of outstanding common stock, facilitating easier completion of business combinations[127]. - Initial stockholders control approximately 77.4% of the outstanding common stock, influencing the election of directors and other significant actions[132]. Regulatory and Compliance Challenges - Compliance with the Sarbanes-Oxley Act may increase the time and costs of completing an acquisition, requiring substantial financial and management resources[140]. - The development of internal controls to comply with the Sarbanes-Oxley Act may increase the time and costs necessary to complete acquisitions[141]. - The company is exempt from certain SEC rules for blank check companies due to having net tangible assets exceeding $5 million at IPO[202]. - Proposed SEC rules could impose additional disclosure requirements and increase costs related to business combinations involving SPACs[207]. - The company is classified as an emerging growth company, allowing it to take advantage of reduced disclosure obligations, which may affect investor attractiveness[208]. - The company has not opted out of the extended transition period for new financial accounting standards, potentially complicating financial comparisons with other public companies[209]. - As a smaller reporting company, the company can provide only two years of audited financial statements, which may hinder financial comparisons[210]. Market and Economic Factors - Geopolitical tensions, particularly from the invasion of Ukraine by Russia, may adversely affect the company's search for business combinations and market conditions[136]. - The company may face challenges in completing an initial business combination with a U.S. target company due to potential CFIUS review and regulations[213]. - If the initial business combination is delayed or prohibited by CFIUS, the company may be required to liquidate, potentially returning only $10.00 per public share to stockholders[214]. - The review process by CFIUS could be lengthy, limiting the time available for the company to complete its initial business combination[214]. - The excise tax implications could affect the attractiveness of certain initial business combination opportunities for the company[213]. - The company’s ability to compete for potential targets may be adversely affected due to foreign ownership issues compared to other special purpose acquisition companies[213]. Cybersecurity and Operational Risks - Data privacy and security breaches could lead to operational disruption and financial loss, as the company relies on digital technologies and third-party services[147]. - The company may not have sufficient resources to protect against cyber incidents, which could adversely affect its business and lead to reputational harm[148]. Shareholder and Stock Structure - The company has authorized the issuance of up to 200 million shares of Class A common stock, with 190,852,019 shares available for issuance as of the report date[168]. - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could dilute existing stockholders' interests[169]. - The company has not registered shares of Class A common stock issuable upon exercise of warrants, which may limit investors' ability to exercise their warrants[165]. - The company’s unit structure, which includes one-third of one redeemable warrant per unit, may cause the units to be worth less than those of other blank check companies[180]. - The company may face conflicts of interest due to its officers and directors being involved in other business activities[188]. - The company does not have employment agreements or key-man insurance for its officers and directors, which could adversely affect operations if key individuals depart[187]. - The trust account may be reduced below $10.00 per public share due to third-party claims, impacting stockholder redemption amounts[198]. - The sponsor is liable for claims that reduce trust account funds below $10.00 per public share, but may not have sufficient funds to satisfy these obligations[199]. - Public stockholders can only access trust account funds upon completion of the initial business combination or specific redemption events[200]. Warrant and Shareholder Rights - The company issued warrants to purchase 9,583,333 shares of Class A common stock at a price of $11.50 per share[178]. - The company has the ability to redeem outstanding warrants at a price of $0.01 per warrant if the last reported sales price of Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period[175]. - The company may redeem outstanding warrants at a price of $0.10 per warrant if the last reported sale price of Class A common stock equals or exceeds $10.00 per share on the trading day prior to the notice of redemption[176]. - The company’s warrants are classified as liabilities on the balance sheet, and changes in their value could materially affect financial results[182]. - The company’s financial statements may fluctuate quarterly due to the recurring fair value measurement of warrants, potentially resulting in significant non-cash gains or losses[183]. - The potential issuance of additional shares of Class A common stock upon exercise of warrants could make the company a less attractive acquisition vehicle[179]. - The issuance of additional shares could significantly dilute the equity interest of investors and may adversely affect market prices for its securities[171]. - The public float of Class A common stock may be reduced due to potential purchases by sponsors or affiliates, complicating the maintenance of its securities listing[164].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $1,482,941, driven by interest earned on marketable securities of $1,440,695 and changes in fair value of warrant liability and convertible notes[131]. - For the nine months ended September 30, 2022, the company achieved a net income of $7,495,141, with significant contributions from the change in fair value of warrant liability amounting to $6,412,286[132]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[130]. Investments and Cash Position - As of September 30, 2022, the company held investments in the Trust Account totaling $289,095,065, which may be used to complete a Business Combination[140]. - As of September 30, 2022, the company had cash of $355,544 available for operational activities and identifying target businesses[142]. Initial Public Offering (IPO) - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 Units at $10.00 per Unit[135]. - The company incurred $14,246,969 in costs related to the Initial Public Offering, including $5,000,000 in underwriting fees[136]. Business Combination - The company has until March 19, 2023, to consummate a Business Combination, with a potential extension to March 19, 2024, pending stockholder approval[129][148]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[141]. Financial Instruments and Accounting - Warrants are classified as liabilities at fair value and adjusted at each reporting period, with changes recognized in the statements of operations[152]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value outside of stockholders' deficit[153]. - Net income per common share is calculated by dividing net income by the weighted average shares of common stock outstanding, with two classes of shares sharing income pro rata[154]. - The adoption of ASU 2020-06, effective after December 15, 2023, is being assessed, but no significant impact on financial statements is anticipated[155]. - Management believes that recently issued accounting standards will not materially affect the condensed financial statements[156]. Debt Obligations - The company has outstanding promissory notes totaling $900,000, which may be converted into warrants at the lender's option[145].

Financial Performance - For the three months ended June 30, 2022, the company reported a net income of $2,345,241, primarily due to a change in fair value of warrant liability of $2,382,072 [123]. - For the six months ended June 30, 2022, the company achieved a net income of $6,012,200, with a significant contribution from the change in fair value of warrant liability amounting to $6,174,345 [124]. Investments and Cash Position - As of June 30, 2022, the company held investments in the Trust Account totaling $287,654,370, which may be used to complete a Business Combination [132]. - As of June 30, 2022, the company had cash of $240,636 available for operational activities and identifying target businesses [134]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 Units at $10.00 per Unit [127]. - Following the Initial Public Offering, the company incurred $14,246,969 in related costs, including $5,000,000 in underwriting fees [128]. Business Combination and Going Concern - The company has until March 19, 2023, to consummate a business combination, raising concerns about its ability to continue as a going concern if unsuccessful [140]. - The company intends to use substantially all funds in the Trust Account for the Business Combination and related operational financing [133]. Debt and Financial Structure - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2022, indicating a clean balance sheet [141]. - The company issued a promissory note to its sponsor allowing for borrowing up to $500,000, which may convert into warrants at the sponsor's discretion [136]. Accounting Standards and Market Risk - The company is assessing the impact of ASU 2020-06, effective for fiscal years beginning after December 15, 2023, but anticipates no significant impact on financial statements [148]. - Management believes that recently issued accounting standards, if adopted, would not materially affect condensed financial statements [149]. - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies [150].

Financial Performance - For the three months ended March 31, 2022, the company reported a net income of $3,666,959, primarily due to a change in fair value of warrant liability of $3,792,273 [125]. - Cash used in operating activities for the three months ended March 31, 2022 was $330,757, with net income affected by changes in fair value of warrant liability [130]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from the Initial Public Offering of 25,000,000 Units at $10.00 per Unit on March 19, 2021 [127]. - The company incurred $14,246,969 in Initial Public Offering related costs, including $5,000,000 of underwriting fees [128]. - The underwriters are entitled to a deferred fee of $0.35 per unit, totaling $10,062,500, payable only upon completion of a business combination [142]. Trust Account and Cash Position - As of March 31, 2022, the company held investments in the Trust Account amounting to $287,524,093 [132]. - As of March 31, 2022, the company had cash of $535,855 available for identifying and evaluating target businesses [134]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination [133]. Business Combination and Going Concern - The company has until March 19, 2023, to consummate a business combination, raising substantial doubt about its ability to continue as a going concern if unsuccessful [139]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2022 [141].