IPO and Initial Business Combination - The Company completed its Initial Public Offering (IPO) on May 12, 2022, raising gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit[21]. - Following the IPO, the underwriter exercised their over-allotment option, resulting in an additional 3,375,000 units issued for $33.75 million[21]. - At the 2023 Extraordinary General Meeting, shareholders approved a proposal to extend the deadline for completing the Initial Business Combination to August 12, 2024, with 16,085,554 Class A ordinary shares redeemed for approximately $172.77 million[23]. - The 2024 Extraordinary General Meeting approved an extension to May 12, 2025, with 8,314,066 Class A ordinary shares redeemed for approximately $95.45 million[24]. - The Company entered into a business combination agreement with Bigtincan Holdings Limited on October 20, 2024, but this was later terminated on December 5, 2024[26][27]. - The company has until May 12, 2025, to consummate an Initial Business Combination, with the possibility of extending this period through monthly contributions from the Sponsor[85]. - The company is required to complete the Initial Business Combination with target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement[156]. - If the Initial Business Combination is not completed within 36 months from the IPO closing, shareholders may only receive approximately $11.87 per share upon liquidation of the Trust Account[156]. - The company may complete its Initial Business Combination without a majority of Public Shareholders' support, as it can seek shareholder approval or allow redemption without a vote[64]. - The company may extend the period to consummate an Initial Business Combination by an additional three months on two separate occasions without providing shareholders with voting or redemption rights[60]. Business Strategy and Target Focus - The Company is actively seeking a business combination target, focusing on high-quality businesses in sectors such as artificial intelligence, healthcare, and fintech[28]. - The Company intends to target companies with an enterprise value exceeding $1 billion, emphasizing strong management teams and fundamentally sound operations[35]. - The company has a strategy to leverage its management team's network and expertise to identify and evaluate potential acquisition targets[29]. - The company may pursue acquisition opportunities in various industries, but has not yet identified specific target businesses[127]. - The company may engage in Initial Business Combinations with target businesses affiliated with its Sponsor, officers, or directors, which may present potential conflicts of interest[142]. Financial Condition and Risks - As of December 31, 2024, the Company had not commenced any operations and generated non-operating income solely from interest income[20]. - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives[62]. - The company may depend on loans from its Sponsor or management team to fund its search for a target business, as there is a risk of insufficient net proceeds from the Initial Public Offering[62]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[46]. - The company may not be able to complete its Initial Business Combination within the prescribed time frame, potentially leading to liquidation[60]. - The company may face challenges in completing the Initial Business Combination due to geopolitical tensions, which could adversely affect target businesses and market conditions[81]. - The company’s ability to complete the Initial Business Combination may be negatively impacted by market volatility and other risks, including the ongoing conflict between Russia and Ukraine[89]. - The company may not have sufficient funds to operate for at least 36 months following the Initial Public Offering if the funds outside the Trust Account are insufficient[106]. - The company may face liabilities under the Foreign Corrupt Practices Act (FCPA), which could negatively impact business operations and financial condition[187]. Shareholder Rights and Redemption - Public Shareholders may receive only $11.87 per share upon redemption if the Initial Business Combination is not completed, which is higher than the typical $10.00 per share in similar companies[95]. - If too many Public Shareholders exercise their redemption rights, it may hinder the ability to meet closing conditions for the Initial Business Combination[68]. - The Trust Account currently contains $11.87 per Class A ordinary share, which may incentivize Public Shareholders to redeem their shares[95]. - If the Initial Business Combination is not completed, Public Shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[105]. - The company expects its initial shareholders to own at least 20% of the issued and outstanding ordinary shares at the time of any shareholder vote[65]. Governance and Compliance - The company is classified as an "emerging growth company" and can take advantage of certain exemptions from reporting requirements[54]. - The company will remain an emerging growth company until it has total annual gross revenues of $1.235 billion or more[56]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements[57]. - The company has a compliance period of 180 days, until May 28, 2025, to regain compliance with the MVLS requirement[207]. - If the company fails to regain compliance, its securities may be delisted, leading to reduced liquidity and potential classification as a "penny stock"[210]. Management and Operational Risks - The company currently has two officers and does not plan to hire full-time employees before completing its Initial Business Combination[49]. - Key personnel's departure could adversely affect the ability to operate and the success of the Initial Business Combination[189]. - The management of a target business may not possess the necessary skills to operate a public company, potentially impacting profitability[175]. - Conflicts of interest may arise as officers and directors are not required to commit full time to the company's affairs, potentially impacting the Initial Business Combination[195]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, leading to potential conflicts[199]. Financial Projections and Shareholder Impact - The net proceeds from the Initial Public Offering and private placement amounted to $259,606,250, which will be used to complete the Initial Business Combination[149]. - The nominal purchase price for the Founder Shares was $25,000, or approximately $0.0035 per share, which may lead to significant dilution for Public Shareholders[213]. - Upon consummation of the Initial Business Combination, the implied value per Public Share could drop to $2.21, representing a 20% decrease from the initial implied value[213]. - The company anticipates that if unable to complete the Initial Business Combination, public shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[140]. - The company may issue additional Class A ordinary shares or preference shares to complete the Initial Business Combination, which could significantly dilute existing shareholders' equity interests[141].

Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $229,238, with operating costs of $614,608 and interest income of $965,870 from marketable securities [126]. - For the nine months ended September 30, 2024, the company had a net income of $1,786,538, with operating costs of $1,127,875 and interest income of $3,785,163 [127]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company [125]. Cash and Working Capital - As of September 30, 2024, the company had cash of $73,202 and a working capital deficit of $3,122,377 [128]. - As of September 30, 2024, the company held $17,169,326 in cash within the Trust Account, intended for use in completing a Business Combination [133]. - The company entered into a non-interest bearing convertible unsecured loan of up to $3,000,000 from the Sponsor to provide additional working capital [141]. - The Sponsor agreed to loan the Company up to $1,200,000 under a non-interest bearing convertible promissory note, with an outstanding principal balance of $1,300,000 as of September 30, 2024 [143]. Business Combination and IPO - The company completed its Initial Public Offering on May 12, 2022, raising gross proceeds of $225 million from the issuance of 22,500,000 Class A Public Shares at $10.00 per share [130]. - The company announced a business combination agreement with Bigtincan Holdings Limited on October 20, 2024 [119]. - The company has until May 12, 2025, to consummate a Business Combination, or it will face mandatory liquidation [136]. Shareholder Activity - At the Extraordinary General Meeting on August 11, 2023, shareholders redeemed 16,085,554 Class A ordinary shares at approximately $10.74 per share, totaling $172,774,717 in redemption payments [148]. - Following the redemption on August 11, 2023, the Company had 9,789,446 Class A ordinary shares outstanding [148]. - On August 12, 2024, shareholders redeemed 8,314,066 Class A ordinary shares at approximately $11.40 per share, amounting to approximately $95,447,584 in total [149]. - After the redemption on August 12, 2024, the Company had 1,475,380 Class A ordinary shares outstanding [149]. Accounting and Reporting - The Company has identified critical accounting estimates that affect reported amounts of assets, liabilities, revenues, and expenses, which may differ from actual results [146]. - The Company adopted ASU 2020-06 on January 1, 2024, which did not have a material impact on its financial statements [154]. - The Company expects the adoption of ASU 2023-09 to result in disclosure changes only, effective for fiscal 2025 [155]. - The Company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [159]. Corporate Changes - The company approved a name change from Investcorp India Acquisition Corp to Investcorp AI Acquisition Corp on October 15, 2024 [118]. - The Company granted underwriters a 45-day option to purchase up to 3,375,000 additional units, which was fully exercised at the IPO [145].

Financial Performance - As of June 30, 2024, the Company had a net income of $1,681,247, down from $3,532,578 in the same period of 2023, reflecting a decrease of approximately 52.5%[99] - For the six months ended June 30, 2024, the Company reported a net income of $2,015,776, compared to $5,545,277 for the same period in 2023, indicating a decline of about 63.7%[100] - The Company incurred operating costs of $319,152 for the three months ended June 30, 2024, compared to $520,593 for the same period in 2023, a decrease of approximately 38.7%[99] - The Company has not generated any operating revenues to date and relies on interest income from cash and cash equivalents held after the Initial Public Offering[98] Cash and Shareholder Activity - The Company had cash held in the Trust Account amounting to $111,451,040 as of June 30, 2024, which is intended to be used for completing a Business Combination[105] - Shareholders redeemed 8,314,006 Class A ordinary shares at a redemption price of approximately $11.40 per share, totaling an aggregate redemption amount of approximately $94,780,352[93] - At the Extraordinary General Meeting on August 11, 2023, shareholders approved an extension for the Company to consummate a business combination until August 12, 2024, with 16,085,554 shares redeemed at approximately $10.74 per share, totaling $172,774,717 in redemption payments[120] - Following the redemption, the Company had 9,789,446 Class A ordinary shares outstanding[120] Business Combination and Liquidation - The Company has until May 12, 2025, to consummate a Business Combination, or it will face mandatory liquidation[108] - The Sponsor converted 6,468,749 Class B ordinary shares into Class A ordinary shares on a one-to-one basis as part of the Extension Amendment Proposal[93] Debt and Financing - The Sponsor agreed to loan the Company up to $1,200,000 under a non-interest bearing convertible promissory note, with an outstanding principal balance of $1,100,000 as of June 30, 2024[115] Accounting and Reporting - The Company adopted ASU 2020-06 on January 1, 2024, which did not have a material impact on its financial statements[125] - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[127] - The Company recognizes changes in the redemption value of redeemable ordinary shares immediately, adjusting the carrying value at the end of each reporting period[121] - The Company evaluates critical accounting estimates related to fair value of financial instruments and accrued expenses, which may differ from actual results[118] - The Company expects the adoption of ASU 2023-09 to result in disclosure changes only, effective for fiscal 2025[126] IPO and Underwriting - The Company generated gross proceeds of $225,000,000 from its Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share[102] - The underwriters exercised an overallotment option to purchase an additional 3,375,000 units at the IPO price[117]

Financial Performance - The Company had a net income of $334,529 for the three months ended March 31, 2024, compared to a net income of $2,012,699 for the same period in 2023[133]. - The Company incurred operating costs of $194,117 for the three months ended March 31, 2024[133]. - The Company has a working capital deficit of $1,688,619 as of March 31, 2024[134]. Cash and Trust Account - As of March 31, 2024, the Company had cash held in the Trust Account of $109,731,142, which will be used to complete the Business Combination[138]. - The Sponsor agreed to contribute up to $1,200,000 to the Trust Account for each monthly period until the earlier of the completion of the initial business combination or August 12, 2024[125]. Business Combination and Liquidation - If the Company does not complete a Business Combination by August 12, 2024, it will cease operations and proceed with liquidation[129]. Shareholder Activity - Shareholders exercised redemption rights for 16,085,554 shares at a redemption price of approximately $10.74 per share, resulting in total redemption payments of $172,747,177[126]. - A total of $172,774,717 in redemption payments were made on August 18, 2023, following the redemption of 16,085,554 shares of Class A ordinary shares at a redemption price of approximately $10.74 per share[154]. - After the redemption, the Company had 9,789,446 shares of Class A ordinary shares outstanding[154]. Debt and Loans - The Company entered into a non-interest bearing convertible unsecured loan of up to $3,000,000 from the Sponsor to provide additional working capital[128]. - The Company entered into a non-interest bearing convertible unsecured loan of up to $3,000,000 from the Sponsor to provide additional working capital and fund Extension Contributions[146]. - The Company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2024[143]. - As of March 31, 2024, the outstanding principal balance of the 2023 Note was $800,000, up from $500,000 as of December 31, 2023[149]. IPO and Underwriting - The Company generated gross proceeds of $225,000,000 from the Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share[135]. - The Company granted the underwriter a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments, which was exercised concurrently with the IPO[150]. Accounting Standards - The Company adopted ASU 2020-06 on January 1, 2024, which did not have a material impact on its financial statements[158]. - The Company expects the adoption of ASU 2023-09 to result in disclosure changes only, effective for annual periods beginning after December 15, 2024[159]. Redemption Value - The Company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable ordinary shares accordingly[155]. - The Company has determined that the value of the conversion option for the loan is de minimis, based on the valuation of its Private Placement Warrants[146]. Promissory Notes - The Company has no amounts outstanding on the promissory note related to the Initial Public Offering as of March 31, 2024[148].

IPO and Business Combination Timeline - The company completed its Initial Public Offering (IPO) on May 12, 2022, raising gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit[26]. - Following the extraordinary general meeting on August 11, 2023, shareholders approved the extension of the business combination deadline to August 12, 2024, and 16,085,554 Class A ordinary shares were redeemed at approximately $10.74 per share, totaling about $172.77 million[27]. - The company has until August 12, 2024, to consummate a business combination, with a maximum aggregate contribution to the trust account not exceeding $1,200,000[89]. - If the business combination is not completed by August 12, 2024, the company will redeem public shares at a price equal to the amount in the Trust Account, minus up to $100,000 for dissolution expenses[84]. - If the initial business combination is not completed within 27 months of the IPO closing, public shareholders may only receive approximately $10.30 per share upon liquidation[130]. Business Strategy and Target Focus - The company intends to focus its acquisition efforts on high-growth sectors in India, including healthcare, software, consumer services, IT services, business-to-business, and fintech[36]. - The company aims to target companies with an enterprise value exceeding $1 billion, emphasizing appropriate valuations and strong management teams[37]. - The company may pursue acquisition opportunities in various industries, including early-stage or financially unstable businesses, which carry inherent risks[137]. Financial Condition and Risks - The company has generated non-operating income from interest on proceeds from the IPO, but no operational activities have been initiated since inception[33]. - The company is subject to risks associated with early-stage and emerging growth companies, particularly due to geopolitical factors such as the invasion of Ukraine by Russia[35]. - The company faces risks related to the ability of public shareholders to redeem shares, which may affect the attractiveness of its financial condition to potential targets[63]. - If the company does not complete its initial business combination, public shareholders may receive only approximately $10.30 per share upon liquidation[149]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[156]. Shareholder Dynamics and Governance - Initial shareholders need 1,660,349 public shares (16.96%) to approve the initial business combination, assuming all shares are voted[67]. - The company expects initial shareholders to own at least 20% of the issued and outstanding ordinary shares at the time of any shareholder vote[67]. - Initial shareholders collectively own 20% of the issued and outstanding shares as of December 31, 2023[153]. - Initial shareholders will control the election of the board of directors until the completion of the initial business combination, holding 20% of the issued ordinary shares[174]. - Initial shareholders may exert significant influence over actions requiring a shareholder vote until the completion of the initial business combination[183]. Competition and Market Conditions - There is intense competition for business combination opportunities from other entities, which may limit the company's ability to acquire larger targets due to available financial resources[51]. - The increasing number of special purpose acquisition companies may lead to a scarcity of attractive targets, increasing costs or hindering the ability to find a target[106]. - The company may face increased competition for attractive business combination targets due to the rise of special purpose acquisition companies, potentially leading to higher financial demands from target companies[107]. Operational and Regulatory Challenges - The company may face regulatory review from CFIUS, which could impact transaction certainty and timing[82]. - Changes in laws or regulations could materially affect the company's ability to complete its initial business combination and operations[131]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete an acquisition[184]. Trust Account and Financial Provisions - The trust account will initially contain $10.30 per Class A ordinary share, potentially increasing to approximately $11.10 per share if the sponsor makes total contributions of $1,200,000[99]. - The nominal purchase price for founder shares was $25,000, approximately $0.0035 per share, which may lead to significant dilution of public shares upon business combination[218]. - The company must maintain a market value of listed securities of at least $50 million and a minimum of 1.1 million publicly held shares to remain listed on Nasdaq[215]. Management and Operational Risks - The management team possesses extensive experience in sourcing, structuring, and executing mergers and acquisitions, which is expected to provide a competitive advantage in identifying suitable targets[46]. - The departure of key personnel from an acquisition candidate could negatively impact the operations and profitability of the post-combination business[182]. - Limited ability to assess the management of a prospective target business may lead to a combination with management lacking necessary skills[189]. Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[58]. - The company may not proceed with a business combination if it would cause shares to be considered a "penny stock" under the Exchange Act[75]. - The company has not verified whether its sponsor has sufficient funds to satisfy indemnity obligations, which could impact the funds available for business combinations[118].

Financial Performance - As of September 30, 2023, the Company had a net income of $6,755,292, consisting of operating costs of $1,307,228 and interest earned from investments held in the Trust Account of $8,614,558[129]. - The Company incurred operating costs of $461,510 for the three months ended September 30, 2023, compared to $273,246 for the same period in 2022[128]. - The Company had a loss due to change in fair value of warrants of $552,038 for the nine months ended September 30, 2023[129]. Cash and Working Capital - The Company had cash of $30,414 and a working capital deficit of $427,503 as of September 30, 2023[130]. - The Company had investments held in the Trust Account amounting to $106,318,563 as of September 30, 2023[134]. - The Company intends to use substantially all funds held in the Trust Account to complete the Business Combination and for working capital of the target business[134]. Initial Public Offering and Shareholder Actions - The Company generated gross proceeds of $225,000,000 from the Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share[131]. - A total of $172,774,717 in redemption payments were made, with 16,085,554 shares of Class A ordinary shares redeemed at a per share price of approximately $10.74[124]. - Shareholders approved the extension of the business combination deadline from August 12, 2023, to August 12, 2024[148]. Business Combination and Liquidation - The Company has until August 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation[137]. - Following the redemption, the Company has 9,789,446 Class A ordinary shares outstanding[148]. Accounting and Reporting - The Company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable ordinary shares accordingly[149]. - Warrants are classified as either equity or liability based on specific terms and applicable guidance, requiring professional judgment[150]. - For warrants meeting equity classification criteria, they are recorded as additional paid-in capital at issuance[151]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[152]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[154]. Sponsor Contributions - The Sponsor agreed to contribute up to $1,200,000 to the Company's Trust Account for monthly contributions until August 12, 2024, to facilitate the business combination[123].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $3,532,578, which includes interest earned from marketable securities of $3,221,233 and a change in fair value of warrants of $831,938[119] - For the six months ended June 30, 2023, the company had a net income of $5,545,277, with operating costs of $845,718 and interest income from marketable securities of $6,111,095[120] - Cash used in operating activities for the six months ended June 30, 2023, was $524,397, compared to $1,475,593 for the same period in 2022[123][124] - The company incurred operating costs of $520,593 for the three months ended June 30, 2023, which is slightly lower than the $523,547 incurred in the same period of 2022[119] Cash and Investments - As of June 30, 2023, the company had cash held in the Trust Account amounting to $276,389,817, which is intended to be used for completing a Business Combination[126] - As of June 30, 2023, the company had $111,168 in cash held outside the Trust Account, primarily for identifying and evaluating target businesses[127] - The company generated gross proceeds of $225,000,000 from its Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share, with an additional $33,750,000 from the underwriter's over-allotment option[122] - The company intends to use substantially all funds held in the Trust Account and proceeds from forward purchase shares to complete its Business Combination[126] - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2023[130] Business Combination and Regulatory Compliance - The company has until August 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation[129] - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act, thus not required to provide detailed market risk disclosures[145] - The company remains focused on compliance with regulatory requirements without additional disclosures[145] Conference Call Insights - No specific financial performance metrics or user data were disclosed in the conference call[145] - Future outlook and performance guidance were not provided due to the company's reporting status[145] - There were no mentions of new product or technology developments during the call[145] - Market expansion strategies and potential mergers or acquisitions were not discussed[145] - The company did not outline any new strategic initiatives in the conference call[145] - Overall, the call lacked quantitative data and specific performance insights[145] - No updates on user metrics or customer engagement were shared[145] - The absence of detailed financial disclosures limits the analysis of the company's market position[145]

Financial Performance - As of March 31, 2023, the company reported a net income of $2,012,699, driven by interest income of $2,889,862 and a change in fair value of warrants amounting to $552,038 [116]. - The company incurred operating costs of $325,125 for the three months ended March 31, 2023, with cash used in operating activities amounting to $298,742 [120]. - The company has not engaged in any operations or generated revenues to date, focusing instead on organizational activities and identifying target companies for a business combination [115]. Cash and Capital Structure - The company had cash held in the Trust Account of $273,168,584 as of March 31, 2023, which is intended to be used for completing a Business Combination [121]. - As of March 31, 2023, the company had $337,093 in its operating bank account and a working capital of $571,092 [117]. - The company generated gross proceeds of $225,000,000 from its Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share, with an additional $33,750,000 from the underwriter's over-allotment option [118]. - The company sold 14,400,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $14,400,000 [118]. - As of March 31, 2023, the company had no long-term debt obligations or off-balance sheet arrangements [125]. Business Combination and Future Plans - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence [122]. - The company has a potential obligation to consummate an initial Business Combination within 24 months from the closing of its Initial Public Offering, raising concerns about its ability to continue as a going concern if not completed [124].

Company Operations and IPO - The Company has not yet commenced any operations and all activities from inception through December 31, 2022, relate to its formation and Initial Public Offering (IPO) [21] - The IPO generated gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit, with an additional $33.75 million from the underwriter's over-allotment option [22] - The Company sold 14,400,000 private placement warrants at $1.00 each, generating gross proceeds of $14.4 million, along with an additional $1.6875 million from the sale of 1,687,500 warrants due to the over-allotment option [23] - The net proceeds from the Initial Public Offering and private placement amount to $259,606,250, which will be used to complete the initial business combination [146] - Approximately $2,150,000 will be available outside the trust account for working capital requirements, with offering expenses estimated at $1,000,000 [105] Business Combination Strategy - The Company intends to focus its search for a business combination target in India, particularly in high-growth sectors such as healthcare, software, consumer services, IT services, and fintech [26] - The Company aims to target companies with an enterprise value in excess of $1 billion, emphasizing appropriate valuations and strong management teams [29] - The management team has extensive experience in sourcing, structuring, and acquiring businesses, which is expected to provide a competitive advantage in identifying suitable acquisition candidates [39] - The management team believes that their diverse experience and industry knowledge will create significant shareholder value through successful business combinations [40] - The company may pursue initial business combinations with affiliated targets, requiring an independent fairness opinion in such cases [43] Financial Reporting and Compliance - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC [48] - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements [52] - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.07 billion [54] - The company is a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain market value or revenue thresholds are met [55] - A material weakness in internal control over financial reporting has been identified, which may impact the accuracy of financial statements [167] Risks and Challenges - The Company acknowledges potential impacts from global events such as COVID-19 and geopolitical tensions, which may affect its search for business combinations [24] - The company may face intense competition from other entities in identifying and acquiring target businesses, which may limit its ability to complete business combinations [45] - The ongoing geopolitical tensions, particularly due to the invasion of Ukraine by Russia, may adversely affect the company's search for a business combination [77] - Market disruptions resulting from geopolitical tensions could lead to significant volatility in commodity prices and capital markets, impacting the company's operations [78] - The company may face bankruptcy risks if it distributes proceeds from the trust account to public shareholders before addressing creditor claims, potentially leading to claims of punitive damages against the board of directors [111] Shareholder Rights and Redemption - The ability of public shareholders to redeem shares for cash may make the company less attractive to potential business combination targets [58] - The company may complete its initial business combination even if a majority of public shareholders do not support it, as it can seek shareholder approval or allow redemption through a tender offer [62] - If seeking shareholder approval, the company needs 9,703,126 shares (37.5%) or 1,617,189 shares (6.25%) of the 25,875,000 public shares sold in its IPO to be voted in favor of the transaction [63] - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 upon completion of the initial business combination [66] - If too many public shareholders exercise their redemption rights, it may hinder the company's ability to meet closing conditions for a business combination [71] Governance and Management - The company has no material litigation or governmental proceedings currently pending against it or its management team [56] - The sponsor may prefer to complete a business combination with a weaker target to avoid failing to complete any business combination, creating a conflict of interest [88] - The initial shareholders collectively own 20% of the ordinary shares and may influence votes on amendments to governing documents [158] - The company may engage its sponsor or an affiliate as an advisor for business combinations, which may create potential conflicts of interest [131] - Conflicts of interest may arise as officers and directors are not required to commit full time to the company's affairs, potentially impacting the search for business combinations [197] Market and Economic Conditions - Changes in the Indian government's economic policies could adversely affect the attractiveness of potential target businesses in India [179] - The Indian economy may face substantial inflationary pressures, which could significantly decrease profitability following the initial business combination [182] - Risks associated with acquiring and operating a business in foreign countries include difficulties in managing cross-border operations and compliance with local regulations [183] - Exchange rate fluctuations may adversely affect the financial condition and results of operations if a non-U.S. target is acquired, as revenues would likely be received in foreign currency [188] - The company may be exposed to liabilities under the Foreign Corrupt Practices Act, which could negatively impact business operations and financial condition [189] Future Outlook and Considerations - The company may need to search for an alternate business combination if it cannot proceed with the current one due to redemption requests affecting net tangible assets [67] - The company may extend the period to consummate a business combination by an additional three months on two separate occasions, requiring a deposit of $2,587,500 ($0.10 per share) for each extension [80] - If the company fails to complete its initial business combination within the prescribed time frame, public shareholders may receive only $10.30 per share, or less, and warrants will expire worthless [84] - The company may face challenges in obtaining additional financing necessary for completing its initial business combination, which could lead to restructuring or abandonment of the transaction [161] - The company may incur substantial debt to complete a business combination, which could adversely affect leverage and financial condition [144]

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $2,382,466, consisting of operating costs of $273,246, interest earned of $1,204,462, and a change in fair value of the warrant liability of $1,451,250[116]. - For the nine months ended September 30, 2022, the company achieved a net income of $3,572,165, with operating costs of $796,793, interest income of $1,466,458, and a change in fair value of warrants amounting to $2,902,500[117]. Cash and Working Capital - As of September 30, 2022, the company had $857,864 in its operating bank account and a working capital of $1,271,698[118]. - As of September 30, 2022, the company held cash of $267,978,958 in the Trust Account, with interest income of $1,466,458 earned from this account[120]. Initial Public Offering - The company completed its Initial Public Offering on May 12, 2022, raising gross proceeds of $225,000,000 from the sale of 22,500,000 Class A Public Shares at $10.00 per share, with an additional $33,750,000 from the underwriter's over-allotment option[118]. Business Combination - The company intends to use substantially all funds in the Trust Account and proceeds from forward purchase shares to complete its Business Combination[121]. - The company must consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering, or face mandatory liquidation[124]. - The company has the option to convert up to $3,000,000 of Working Capital Loans into warrants at a price of $1.00 per warrant upon consummation of a Business Combination[123]. Regulatory and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[135]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[136]. Investment Strategy - The net proceeds from the Initial Public Offering will be invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[138]. - The company has not engaged in any hedging activities since inception and does not plan to do so regarding market risk[139]. Operations - The company has not engaged in any operations or generated revenues to date, with non-operating income derived solely from interest on cash and cash equivalents[115]. - As of September 30, 2022, the company had no off-balance sheet arrangements or long-term debt obligations[125][126].