IPO and Financial Proceeds - The company completed its initial public offering on November 5, 2021, selling 11,500,000 units at $10.00 per unit, generating gross proceeds of $115,000,000[26]. - A total of $116,725,000 was placed in the trust account, comprised of $113,000,000 from the IPO and proceeds from the private placement warrants[28]. - The company has approximately $112 million in trust funds available for a business combination after paying $6.05 million in deferred underwriting fees[66]. - The company anticipates gross proceeds of up to $30 million if all forward purchase shares are purchased at $10.00 per share, or up to $27.6 million if purchased at $9.20 per share[66]. - The private placement of 4,950,000 warrants generated gross proceeds of $4,950,000, which have satisfied the company's liquidity needs post-IPO[156]. - The total offering costs incurred during the IPO amounted to $10,757,787, with $10,247,056 charged to temporary equity[185]. Business Combination and Deadlines - The company must complete its initial business combination by May 5, 2023, or face termination and liquidation of the trust account[29]. - The company filed a preliminary proxy statement on March 24, 2023, to extend the business combination deadline to November 3, 2023[30]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[58]. - The company has until May 5, 2023, to consummate a business combination, after which mandatory liquidation and dissolution will occur if not completed[161]. - If the initial business combination is not completed, the redemption price per share is expected to be approximately $10.23, based on the trust account balance[108]. - The completion of the initial business combination is contingent upon obtaining stockholder approval, requiring a majority vote[86]. Financial Performance and Risks - As of December 31, 2022, the company had a net loss of $1,442,314, which included a loss from operations of $1,120,668 and interest income of $1,271,533[167]. - The company has not commenced any operations and has generated no operating revenues since its inception on February 16, 2021[166]. - There is substantial doubt about the company's ability to continue as a "going concern" due to the potential mandatory liquidation[161]. - Recent increases in inflation and interest rates may complicate the company's ability to complete an initial business combination[137]. - The funds in the trust account are subject to claims from creditors, which could affect the amount available to public stockholders upon liquidation[157]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2022, which could adversely affect investor confidence[160]. Management and Experience - The Chief Executive Officer has over 30 years of international experience, leading transactions with an aggregate value exceeding $30 billion[212]. - The Chief Financial Officer has over 20 years of experience in financial advisory and restructuring, previously serving as a partner at KordaMentha[215]. - Stuart Hutton served as CFO at Orora, playing a key role in the sale of Orora's Australasian Fibre business for AU$1.7 billion[217]. - Niraj Javeri has extensive experience in private equity and investment banking, having worked with KKR and Goldman Sachs[219]. - Lynne Thornton co-founded Groundfloor, a PropTech business, and has 15 years of experience in funds management[220]. Internal Controls and Compliance - Management identified material weaknesses in internal controls over financial reporting, particularly in fair value calculations and unrecorded liabilities[198]. - Remediation steps have been implemented to improve internal controls, including enhanced review processes and consultation with third-party professionals[204]. - The company does not expect its disclosure controls and procedures to prevent all errors or instances of fraud, acknowledging inherent limitations[201]. - Management assessed the effectiveness of internal controls as of December 31, 2022, and determined they were not effective[203]. - The company plans to enhance internal controls and procedures over time, with no assurance that these initiatives will fully address the identified weaknesses[200]. Redemption and Stockholder Rights - Public stockholders must submit a written request for redemption two business days prior to the vote on the initial business combination[99]. - A public stockholder may not seek redemption rights for more than 15% of the shares sold in the initial public offering without prior consent, aimed at preventing stockholder manipulation[94]. - The company will provide public stockholders with the opportunity to redeem shares either through a stockholder meeting or a tender offer, depending on various factors[84]. - If the company conducts redemptions under tender offer rules, the offer will remain open for at least 20 business days[89]. - The company has entered into agreements with initial stockholders to waive their redemption rights concerning founder shares and public shares[81]. Market and Competitive Landscape - The company targets technology-oriented businesses in Australia and New Zealand, focusing on sectors like artificial intelligence, cybersecurity, and quantum computing[41]. - The management team has extensive experience and relationships in Australia and New Zealand, providing a competitive advantage in identifying investment opportunities[42]. - The company faces competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses[123]. - Australia has a nominal GDP of $1.72 trillion in 2022, growing at an average annual compound growth rate of 3.8% through 2027[31]. - New Zealand's GDP was $242.7 billion in 2022, with a projected growth rate of 4.8% per annum through 2027[31].

Financial Position - As of September 30, 2022, the company had approximately $0.8 million in its operating bank account and working capital of approximately $1.1 million[130]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date[140]. - The net proceeds from the IPO have been invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[164]. Income and Loss - For the three months ended September 30, 2022, the company reported a net income of $78,861, consisting of trust interest income of $391,582, offset by operating costs of $240,378[137]. - For the nine months ended September 30, 2022, the company incurred a net loss of $1,395,455, which included operating costs of $780,468 and an unrealized loss of $1,033,639[138]. - The company has not generated any revenues since its inception on February 16, 2021, and has engaged in limited operations[163]. IPO and Financing - The company completed its initial public offering (IPO) on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[125]. - The company generated gross proceeds of $4,950,000 from the private sale of 4,950,000 warrants at a purchase price of $1.00 per warrant[126]. - Offering costs associated with the IPO amounted to $10,757,787, including $2,000,000 in underwriting commissions and $6,050,000 in deferred underwriting commissions[155]. - The underwriters are entitled to deferred underwriting commissions of $6,050,000, payable only upon the completion of an initial business combination[146]. - Anchor Investors purchased approximately $60.8 million of units in the IPO at the public offering price[147]. Business Operations and Strategy - The company has not commenced any operations and has not generated any revenues to date, with non-operating income expected to come from interest on cash held in the Trust Account[136]. - The company has until May 5, 2023, to consummate a business combination, after which it will face mandatory liquidation if unsuccessful[132]. - Management identified material weaknesses in disclosure controls and procedures, particularly in fair value calculations and unrecorded liabilities[167]. - The company plans to enhance internal controls and procedures over time to address identified weaknesses[168]. Future Outlook and Growth - The company provided a future outlook with a revenue guidance of $100 billion for the next quarter, representing a 5% increase[110]. - New product launches are expected to contribute an additional $10 billion in revenue over the next fiscal year[110]. - Market expansion efforts in Asia are projected to increase market share by 10% over the next two years[110]. - The company completed a strategic acquisition for $2 billion to enhance its software capabilities[110]. Performance Metrics - The company reported a revenue of $96.77 billion in the September quarter, setting a record for iPhone sales[110]. - User data showed a growth of 15% year-over-year in active devices, reaching 1.5 billion[110]. - Gross margin improved to 38%, up from 36% in the previous quarter[110]. - Operating expenses were reduced by 4%, totaling $15 billion for the quarter[110]. - The company announced a new strategy to enhance customer engagement, aiming for a 20% increase in customer retention rates[110]. - The company invested $5 billion in R&D for new technologies, focusing on AI and machine learning[110]. Forward Purchase Agreements - The forward purchasers, Crescent Park and Carnegie Park, have agreed to purchase up to 2,500,000 and 500,000 shares of Class A common stock, respectively, at $10.00 per share, potentially generating gross proceeds of up to $30,000,000[149]. - The price for forward purchase shares may be reduced to $9.20 per share under certain conditions, affecting the total proceeds[150]. - The company has issued 3,000,000 forward purchase shares, classified as a liability at fair value, subject to re-measurement at each balance sheet date[156]. - All 11,500,000 common stock sold in the IPO contain a redemption feature, requiring classification outside of permanent equity[157]. Administrative Costs - Total administrative fees for the three and nine months ended September 30, 2022, were $60,000 and $160,000, respectively[141].

IPO and Fundraising - The company completed its initial public offering (IPO) on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit, including the underwriters' over-allotment option [121]. - The company generated gross proceeds of $4,950,000 from the private placement of 4,950,000 warrants at $1.00 per warrant [122]. - Crescent Park and Carnegie Park have agreed to purchase up to 2,500,000 and 500,000 shares of Class A common stock, respectively, at a price of $10.00 per share, potentially generating gross proceeds of up to $30,000,000 [143]. - The purchase price for forward purchase shares may be reduced to $9.20 per share under certain conditions, including if the forward purchaser sells more than 50% of the public units purchased in the IPO [144]. - The total offering costs for the IPO amounted to $10,757,787, with $10,247,056 charged to temporary equity and $510,731 included in equity [148]. Financial Performance - As of June 30, 2022, the company reported a net loss of $1,474,316 for the six months ended, primarily due to operating costs of $540,090 and an unrealized loss on the fair value of the FPA liability of $990,062 [132]. - The company has not generated any revenues since its inception on February 16, 2021, and has engaged in limited operations [157]. - The company has not commenced any operations and has not generated any revenues to date, with future income expected to come from interest on funds held in the Trust Account [130]. - The net loss per common share is calculated by dividing net loss by the weighted average number of common stocks outstanding, with no dilutive securities affecting the calculation [153]. Financial Position - The company had approximately $0.7 million in its operating bank account and working capital of approximately $1.0 million as of June 30, 2022 [126]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date [134]. - The company incurred total administrative fees of $100,000 for the six months ended June 30, 2022, under an agreement with the Sponsor [135]. Business Operations and Risks - The company has until May 5, 2023, to complete a business combination; otherwise, it will undergo mandatory liquidation and dissolution [128]. - The company is subject to risks related to the COVID-19 pandemic, which may impact its financial position and operations [129]. - The funds from the sale of forward purchase shares will be used for the initial Business Combination and working capital, independent of stockholder redemption percentages [147]. Share and Warrant Details - The company issued 10,700,000 warrants in connection with the IPO, which are classified as equity and measured at fair value [154]. - The company issued 3,000,000 forward purchase shares, classified as a liability at fair value, subject to re-measurement at each balance sheet date [149]. - All 11,500,000 common stocks sold in the IPO contain a redemption feature, requiring classification outside of permanent equity due to SEC guidance [150]. - The excess of the fair value of the Founder Shares acquired by Anchor Investors was recorded as an offering cost of $3,386,739 [142]. Management Assumptions - Management assumes that a PIPE would be priced below $9.20 per share only 5% of the time, with a typical price of $9.00 when below $9.20 [146].

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company, a blank check entity, reported a net loss of $1.28 million for the three months ended March 31, 2022, driven by operating costs and an unrealized loss on its Forward Purchase Agreement liability, with assets primarily held in a trust account [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed Balance Sheet Data (as of March 31, 2022) | Category | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $950,360 | $1,309,165 | | Investments held in trust account | $116,747,688 | $116,733,409 | | **Total Assets** | **$118,116,758** | **$118,482,043** | | **Liabilities & Stockholders' Deficit** | | | | Total liabilities | $8,175,786 | $7,263,587 | | Class A common stock subject to possible redemption | $116,725,000 | $116,725,000 | | Total stockholders' deficit | $(6,784,028) | $(5,506,544) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Condensed Statement of Operations (Unaudited) | Metric | Three Months ended March 31, 2022 | Period from Feb 16, 2021 (inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Formation and operating costs | $286,206 | $18,048 | | Unrealized loss on change in fair value of Forward Purchase Agreement liability | $(1,005,557) | — | | Interest income | $14,279 | — | | **Net loss** | **$(1,277,484)** | **$(18,048)** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Condensed Statement of Cash Flows (Unaudited) | Metric | Three Months ended March 31, 2022 | Period from Feb 16, 2021 (inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(358,805) | — | | Net cash provided by financing activities | — | $25,000 | | **Net change in cash** | **$(358,805)** | **$25,000** | | Cash, end of the period | $950,360 | $25,000 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) - The company is a blank check company formed to effect a business combination and has not yet selected a target, with **18 months from its IPO (until May 5, 2023)** to complete a business combination[22](index=22&type=chunk)[34](index=34&type=chunk) - On November 5, 2021, the company completed its IPO of **11.5 million units at $10.00 per unit**, generating **$115 million** in gross proceeds, with **$116.725 million** placed in a trust account[25](index=25&type=chunk)[28](index=28&type=chunk) - Management has determined that mandatory liquidation if a business combination is not consummated raises substantial doubt about the company's ability to continue as a going concern[41](index=41&type=chunk) - The Forward Purchase Agreement (FPA) liability is re-measured at fair value each period, with its fair value at **March 31, 2022, being $2,013,491**, an increase of **$1,005,557** from December 31, 2021[60](index=60&type=chunk)[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company with no operations, the company incurred a net loss of $1.28 million for the three months ended March 31, 2022, primarily from operating costs and an unrealized loss on its Forward Purchase Agreement liability, while facing a going concern risk due to its business combination deadline - The company is a newly organized blank check company formed to effect a business combination[117](index=117&type=chunk) Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Q1 2022 | $1,277,484 | Operating costs ($286,206), Unrealized loss on FPA liability ($1,005,557), offset by interest income ($14,279) | | Inception to Mar 31, 2021 | $18,048 | Formation and operating costs | - As of **March 31, 2022**, the company held approximately **$1.0 million** in its operating bank account and **$1.1 million** in working capital[123](index=123&type=chunk) - Substantial doubt about the company's ability to continue as a going concern exists due to the mandatory liquidation requirement if a business combination is not consummated by **May 5, 2023**[125](index=125&type=chunk) - The company has a contractual obligation to pay its Sponsor **$20,000 per month** for administrative support and a deferred underwriting commission of **$6,050,000** payable upon completion of an Initial Business Combination[131](index=131&type=chunk)[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company has limited market risk exposure, as IPO proceeds in the Trust Account are invested in short-term U.S. government treasury bills or money market funds, mitigating interest rate risk - The company's efforts are limited to organizational activities and searching for a business combination target, with no revenue generation or hedging activities[154](index=154&type=chunk) - Funds held in the Trust Account are invested in short-term U.S. government treasury obligations, resulting in no material exposure to interest rate risk[155](index=155&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2022, due to a material weakness in fair value calculations and unrecorded liabilities, with remediation efforts planned - Management concluded that disclosure controls and procedures were not effective as of **March 31, 2022**[158](index=158&type=chunk) - The ineffectiveness stemmed from an identified material weakness related to errors in fair value calculation of certain financial instruments and unrecorded liabilities[158](index=158&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter[159](index=159&type=chunk) [Part II. Other Information](index=28&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - No legal proceedings to report[162](index=162&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from identified material weaknesses in internal controls related to fair value calculations and unrecorded liabilities, potentially impacting financial reporting accuracy and investor confidence - The company has identified material weaknesses in its internal control over financial reporting related to errors in fair value calculation and unrecorded liabilities[163](index=163&type=chunk) - These weaknesses could adversely affect the ability to report financial conditions accurately and timely, potentially harming investor confidence and the business[163](index=163&type=chunk)[165](index=165&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - No unregistered sales of equity securities or use of proceeds to report[167](index=167&type=chunk) [Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - No defaults upon senior securities to report[168](index=168&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[169](index=169&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information - No other information to report[170](index=170&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including officer certifications required by the Sarbanes-Oxley Act and Inline XBRL data files - Exhibits filed with the report include officer certifications (31.1, 31.2, 32.1, 32.2) and various Inline XBRL documents (101 series)[172](index=172&type=chunk) [Signatures](index=29&type=section&id=Part%20III.%20Signatures)

IPO and Financial Overview - The company completed its initial public offering on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[26]. - A total of $116.725 million was placed in a trust account, consisting of $113 million from the IPO proceeds and $4.95 million from the private placement of warrants[27]. - The total offering costs amounted to approximately $10.76 million, which included $2 million in underwriting commissions and $6.05 million in deferred underwriting commissions[149]. - As of December 31, 2021, the amount in the trust account was approximately $10.15 per public share[82]. - The company has not generated any revenues to date and will not do so until after the completion of its initial business combination[156]. - As of December 31, 2021, the company reported a net loss of approximately $371,561, primarily due to formation and operating costs[157]. - The company has no long-term debt obligations or capital lease obligations as of the reporting date[159]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[138]. - The company has placed $116.73 million of the IPO proceeds in a trust account, which can only be invested in U.S. government securities or money market funds[142]. - The net proceeds from the IPO have been invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[184]. Business Combination Strategy - The company aims to complete its initial business combination by May 5, 2023, which is 18 months post-IPO; failure to do so will result in termination and distribution of trust account amounts[28]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[55]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[56]. - The company targets technology-oriented businesses in Australia and New Zealand, focusing on sectors such as AI, cybersecurity, and SaaS, which are expected to benefit from operational improvements and strategic acquisitions[40]. - The acquisition criteria include companies with sustainable market positions, significant competitive advantages, and potential for long-term revenue growth[51]. - The company believes there are numerous privately funded targets in Australia and New Zealand looking to exit via public markets over the next two years[39]. - The company has $110,675,000 available for a business combination after paying $6,050,000 in deferred underwriting fees[68]. - The company can raise up to $30,000,000 if all forward purchase shares are purchased at $10.00 per share, or up to $27,600,000 if purchased at $9.20 per share[68]. Risks and Challenges - The company may not have the resources to diversify its operations after the initial business combination, which could increase risk[69]. - The company has not secured third-party financing for its business combination and there is no assurance it will be available[68]. - The company may face competition from other entities, including special purpose acquisition companies and private equity groups, which may limit its ability to acquire larger target businesses[117]. - Trust account funds may not be protected against third-party claims or bankruptcy, potentially affecting the return to public stockholders[128]. - The company may not be able to select an appropriate target business or complete the initial business combination within the prescribed time frame[128]. Governance and Management - The management team has extensive experience and relationships in the region, providing a competitive advantage in identifying and executing business combinations[41]. - Mr. Klix has over 30 years of international experience, leading transactions with an aggregate value exceeding $30 billion[196]. - Ms. Lincoln has over 20 years of experience in financial advisory and restructuring, previously serving as a Partner at KordaMentha[197]. - The audit committee is chaired by Mr. Hutton, who is recognized as an "audit committee financial expert" by SEC standards[207]. - The company has adopted a code of ethics applicable to all directors, officers, and employees[217]. - The company has not established specific minimum qualifications for director nominees but considers various factors such as integrity and professional reputation[214]. - The company pays its Sponsor up to $20,000 per month for administrative and other services, with additional reimbursements for out-of-pocket expenses related to identifying potential target businesses[219]. Stockholder Rights and Redemption - Stockholder approval may not be required for certain types of transactions, such as asset purchases or stock purchases not involving a merger[75]. - A public stockholder must hold less than 15% of the shares sold in the initial public offering to exercise redemption rights without prior consent[94]. - The company will redeem public shares at a price equal to the aggregate amount in the trust account, including interest, divided by the number of outstanding public shares[101]. - The company intends to redeem public shares as soon as reasonably possible following May 5, 2023, if the initial business combination is not completed by that date[112]. - The company anticipates that funds for redemptions will be distributed promptly after the completion of the initial business combination[98]. - The redemption price for public stockholders will be based on the aggregate amount in the trust account, including interest earned[82]. - The company may conduct redemptions either through a stockholder meeting or a tender offer[84]. Compliance and Reporting - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[59]. - The company will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation materials[121]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2022, as mandated by the Sarbanes-Oxley Act[122]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the initial business combination[123]. - All reports applicable to executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act for the year ended December 31, 2021[218].

IPO and Offering Details - The company completed its initial public offering (IPO) on November 5, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit, including the underwriters' over-allotment option[114]. - The total offering costs amounted to $10,758,309, which included $2,000,000 in underwriting commissions and $6,050,000 in deferred underwriting commissions[114][128]. - Anchor investors purchased approximately $60.8 million of units in the IPO, with no obligation to retain their units or vote in favor of the initial business combination[129]. - The proceeds from the IPO and private placement warrants will be held in a Trust Account, which will only be released under specific conditions[116]. - The company issued 10,700,000 warrants in connection with the IPO, with equity classification allowing for initial measurement at fair value[143]. - A total of 11,500,000 common stocks sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance[140]. Financial Performance and Obligations - As of September 30, 2021, the company reported a net loss of approximately $28,038 since inception, with no revenues generated to date[122]. - The company has no long-term debt obligations or capital lease obligations[124]. - The company has agreed to pay the sponsor $20,000 per month for administrative services starting from the listing date on Nasdaq[125]. - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[121]. - The company has not commenced any operations as of the reporting date, and all activities relate to its formation and the IPO[121]. Business Combination and Redemption Features - The company has 18 months from the IPO closing to complete its initial business combination, or it will cease operations and redeem public shares[118]. - The forward purchase price for shares is set at $10.00, with a discounted price of $9.20 or an 8% discount to the PIPE price if below $9.20[135]. - Management estimates that a PIPE will be priced below $9.20 only 5% of the time, with an expected price of $9.00 when it is below $9.20[136]. - The company recognizes changes in the redemption value of common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[141]. - The company issued 3,000,000 forward purchase shares, classified as liabilities at fair value, subject to re-measurement at each balance sheet date[139]. Regulatory and Operational Considerations - No off-balance sheet arrangements were reported as of September 30, 2021[146]. - Inflation did not have a material impact on the company's business or operating results during the reported period[147]. - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended September 30, 2021[151].