UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41383 INVESTCORP AI ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdict ...

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 issuance of 3,375,000 units 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 is currently seeking an alternative business combination after Bigtincan Holdings Limited terminated the scheme implementation deed on December 5, 2024[27]. - The Company intends to focus on high-quality businesses in sectors such as artificial intelligence, healthcare, and fintech, particularly in India[28]. - The management team aims to leverage their extensive network and industry expertise to identify and evaluate potential acquisition targets[29]. - The Company plans to target businesses with an enterprise value exceeding $1 billion, emphasizing appropriate valuations and growth potential[35]. - The Sponsor has committed to contribute up to $1.2 million to the Trust Account to facilitate the extension of the Initial Business Combination deadline[23]. - 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 rights[60]. - The company may not be able to complete its Initial Business Combination within the prescribed time frame, which could lead to liquidation and a potential return of $11.87 per share to Public Shareholders[60]. - The company may complete its Initial Business Combination without a majority of Public Shareholders' support, as it can seek shareholder approval or allow redemptions through a tender offer[64]. - If the Initial Business Combination is not completed within the required time, Public Shareholders may receive approximately $11.87 per share upon liquidation of the Trust Account[62]. - The company has no operating history or revenues, making it difficult for investors to evaluate its ability to achieve business objectives[62]. - The company may face challenges in completing its Initial Business Combination due to limited resources and significant competition for opportunities[62]. - If too many Public Shareholders exercise their redemption rights, the company may not meet closing conditions for a target business, potentially jeopardizing the Initial Business Combination[68]. - The company’s ability to redeem Public Shares may be limited if it would cause the shares to be considered "penny stock" under the Exchange Act[69]. - The company has until May 12, 2025, to consummate an Initial Business Combination, with the potential for extensions through additional contributions from the Sponsor[85]. - The Sponsor has agreed to contribute up to $1,650,000 to the Trust Account, with monthly contributions of $50,000 until the completion of the Initial Business Combination or May 12, 2025[93]. - 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 seen in similar companies[95]. - 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 may not be able to find a suitable target business within the prescribed time frame, which could lead to ceasing operations and liquidating[89]. - The requirement to complete the Initial Business Combination within a specific time frame may give potential target businesses leverage in negotiations[88]. - If the company does not complete the Initial Business Combination, the warrants will expire worthless, impacting Public Shareholders negatively[89]. - The company may not be able to engage financial advisors for the Initial Business Combination, which could materially impact its ability to complete the transaction[91]. - The Trust Account currently contains $11.87 per Class A ordinary share, incentivizing Public Shareholders to redeem their shares[95]. - The company may face conflicts of interest if the Sponsor provides loans for extensions, as these loans would not be repaid if the Initial Business Combination is not completed[93]. - The company expects to encounter intense competition from other entities with similar business objectives, which may increase the cost of the Initial Business Combination and limit the ability to find attractive targets[101]. - The company may not be able to complete its Initial Business Combination if it cannot raise additional financing necessary to fund expenses[106]. - The company must 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]. - The company has no specified maximum redemption threshold, allowing for the possibility of completing an Initial Business Combination even if a majority of shareholders disagree[157]. - The company may incur substantial debt to complete the Initial Business Combination, which could adversely affect leverage and financial condition[147]. - The absence of a redemption threshold may lead to a situation where a significant number of shareholders redeem their shares, impacting the completion of the Initial Business Combination[158]. - The company may seek to amend its governing instruments to facilitate the Initial Business Combination, which may not align with shareholder interests[159]. - The company may face risks associated with acquiring private companies with limited public information, potentially leading to less profitable business combinations than anticipated[155]. - The company may face challenges in obtaining additional financing for its Initial Business Combination, which could lead to restructuring or abandonment of the transaction[163]. Financial Condition and Reporting - The company has a monthly fee of $10,000 for office space, utilities, and administrative services[47]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[55]. - The company will remain an emerging growth company until it has total annual gross revenues of $1.235 billion or more[56]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its Initial Business Combination[53]. - The company currently has two officers and does not intend to hire full-time employees before completing its Initial Business Combination[49]. - The company has net tangible assets in excess of $5,000,000 upon completion of the Initial Public Offering, exempting it from certain SEC rules for blank check companies[100]. - The company may depend on loans from its Sponsor or management team to fund operations if funds outside the Trust Account are insufficient[109]. - Approximately $2,150,000 will be available outside the Trust Account to fund working capital requirements, with offering expenses estimated at $1,000,000[109]. - The company may incur substantial costs in investigating target businesses, which would not be recoverable if a specific Initial Business Combination is not completed[140]. - The company may only complete one business combination with the proceeds, leading to dependency on a single business with limited products or services, potentially impacting operations and profitability[149]. - The company may face challenges in maintaining or obtaining the quotation, listing, or trading of its securities on a national securities exchange due to potential reductions in the public float[97]. - The company received a notification from Nasdaq indicating that its market value of listed securities (MVLS) fell below the required $50 million for continued listing[207]. - The company has a compliance period of 180 days, until May 28, 2025, to regain compliance with the MVLS requirement[207]. - If the company's MVLS closes at $50 million or more for ten consecutive business days, Nasdaq will confirm compliance[207]. - The company intends to actively monitor its MVLS and take measures to regain compliance within the specified period[208]. - The potential delisting could result in the company's Class A ordinary shares being classified as "penny stock," imposing stricter trading rules[210]. - A material weakness in internal control over financial reporting was identified, which may affect the accuracy of financial statements[169]. Risks and Challenges - 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 is not prohibited from pursuing Initial Business Combinations with affiliated targets, but will seek independent opinions to ensure fairness[44]. - The company anticipates that its management team will leverage their extensive networks to identify potential Initial Business Combination targets[43]. - CFIUS regulations may impose conditions or prevent the consummation of the Initial Business Combination, affecting its attractiveness to investors[75]. - The company risks CFIUS intervention in its Initial Business Combination due to foreign ownership ties, which could impact transaction certainty and feasibility[77]. - If CFIUS reviews the Initial Business Combination, it could delay completion beyond the Extended Date of May 12, 2025[79]. - The company may face challenges in completing its Initial Business Combination due to geopolitical tensions, which could adversely affect target businesses and market conditions[81]. - Key personnel's departure could adversely affect the ability to operate and the success of the Initial Business Combination[189]. - 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 process[195]. - The company has not adopted a policy to prohibit directors and officers from having financial interests in transactions, which may lead to conflicts of interest[199]. - Indemnification claims for directors and officers may not be satisfied if sufficient funds are not available outside the Trust Account[201]. - Certain agreements related to the Initial Public Offering can be amended without shareholder approval, which may affect the value of investments[202]. - Amendments to agreements may facilitate the Initial Business Combination but could have adverse effects on the investment value[203]. - The company may face liabilities under the Foreign Corrupt Practices Act (FCPA), which could negatively impact business operations and financial condition[187]. - The company may face challenges in obtaining additional financing for its Initial Business Combination, which could lead to restructuring or abandonment of the transaction[163]. - The company may face risks associated with acquiring private companies with limited public information, potentially leading to less profitable business combinations than anticipated[155]. - The management team plans to pursue a company with operations outside the United States for the Initial Business Combination, which may introduce additional risks[182]. - Potential risks include costs and difficulties in managing cross-border operations, compliance with overseas regulations, and currency redemption rules[183]. - Exchange rate fluctuations could adversely affect the dollar equivalent of net assets and distributions if a non-U.S. target is acquired[186]. - The company may face challenges in completing the Initial Business Combination due to limited resources and significant competition for opportunities[62].

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 earned from marketable securities of $965,870 [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 earned from marketable securities of $3,785,163 [127]. - The company incurred cash used in operating activities of $683,575 for the nine months ended September 30, 2024 [131]. - The company reported a loss due to change in fair value of warrants of $870,750 for the nine months ended September 30, 2024 [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 has until May 12, 2025, to consummate a Business Combination, or it will face mandatory liquidation [136]. Shareholder Redemptions - 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, resulting in an aggregate redemption amount of approximately $95,447,584 [149]. - After the redemption on August 12, 2024, the Company had 1,475,380 Class A ordinary shares outstanding [149]. Accounting Policies - 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 has identified critical accounting estimates that affect reported amounts of assets, liabilities, revenues, and expenses [146]. - The Company accounts for Class A ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events [147].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $1,681,247, down from $3,532,578 in the same period of 2023[119] - For the six months ended June 30, 2024, the company had a net income of $2,015,776, compared to $5,545,277 for the same period in 2023[120] - 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[119] - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination[118] Cash and Capital - As of June 30, 2024, the company had cash held in the Trust Account of $111,451,040[126] - The company raised gross proceeds of $225,000,000 from its Initial Public Offering of 22,500,000 Class A Public Shares at $10.00 per share[122] - Shareholders redeemed 8,314,006 Class A ordinary shares for cash at a redemption price of approximately $11.40 per share, totaling approximately $94,780,352[113] - The company had a working capital deficit of $2,307,772 as of June 30, 2024[121] - 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[136] - The company has entered into a non-interest bearing convertible unsecured loan of up to $3,000,000 from the Sponsor to provide additional working capital[134] Business Combination and Liquidation - The company has until May 12, 2025, to consummate a Business Combination, or it will face mandatory liquidation[129] - 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 Class A ordinary shares redeemed at approximately $10.74 per share, totaling $172,774,717[141] - Following the redemption, the Company had 9,789,446 Class A ordinary shares outstanding[141] Accounting and Reporting - The Company accounts for Class A ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events[140] - The Company adopted ASU 2020-06 on January 1, 2024, which did not materially impact its financial statements[146] - 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[150] - The Company recognizes changes in redemption value of its shares immediately, adjusting the carrying value to equal the redemption value at each reporting period[142] - The Company does not believe that any recently issued accounting pronouncements will have a material effect on its financial statements[148] Underwriting and Shareholder Actions - The underwriters exercised an overallotment option to purchase an additional 3,375,000 units at the IPO price[138] - The Company had no amounts outstanding on a previous promissory note as of June 30, 2024[135]

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[115]. - The Company incurred operating costs of $194,117 for the three months ended March 31, 2024, while interest earned from marketable securities was $1,399,396[115]. - Cash used in operating activities for the three months ended March 31, 2024, was $181,594[118]. - The Company has a working capital deficit of $1,688,619 as of March 31, 2024[116]. 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[120]. - The Sponsor has agreed to contribute up to $1,200,000 to the Trust Account for each monthly period until the completion of the initial business combination or August 12, 2024[108]. Shareholder Activity - A total of 16,085,554 shares of Class A ordinary shares were redeemed at a per share price of approximately $10.74, resulting in redemption payments of $172,747,177[109]. - Shareholders redeemed 16,085,554 Class A ordinary shares at a redemption price of approximately $10.74, resulting in total redemption payments of $172,774,717 on August 18, 2023[133]. - Following the redemption, the Company had 9,789,446 Class A ordinary shares outstanding[133]. Debt and Financial Obligations - The Company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2024[124]. - 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, repayable by August 12, 2024, or upon business combination[127]. - 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[129]. - The Company has no amounts outstanding on a previous promissory note of $300,000 as of March 31, 2024[128]. Regulatory and Accounting Changes - The Company expects the adoption of ASU 2023-09 to result in disclosure changes only, effective for annual periods beginning after December 15, 2024[138]. - The Company adopted ASU 2020-06 on January 1, 2024, which did not have a material impact on its financial statements[137]. Equity and Valuation - The Company accounts for Class A ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events[132]. - 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[127]. - The underwriters exercised an overallotment option to purchase an additional 3,375,000 units at the IPO price[130]. Business Combination Timeline - The Company has until August 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation[123].

Company Operations and Structure - The company has not yet commenced any operations and all activities from inception through December 31, 2023, relate to its formation and initial public offering[14]. - The company currently has two officers and does not plan to hire full-time employees before completing its initial business combination[34]. - The company is newly incorporated with no operating history or revenues, making it difficult for investors to evaluate its business objectives[45]. Initial Public Offering - The initial public offering generated gross proceeds of $225 million from the sale of 22,500,000 units at $10.00 per unit[15]. - An additional 3,375,000 units were issued due to the underwriter's over-allotment option, resulting in an aggregate amount of $33.75 million[15]. Business Combination and Strategy - The company aims to target high-growth companies in sectors such as healthcare, software, consumer services, IT services, and fintech, with a focus on businesses in India[19]. - The company intends to target companies with an enterprise value exceeding $1 billion, emphasizing appropriate valuations in its investment strategy[20]. - The company has not selected any business combination target and has not initiated substantive discussions with any potential targets[12]. - The company anticipates that it may extend the period to consummate a business combination by an additional three months on two separate occasions without providing shareholders with voting or redemption rights[44]. - The company may seek shareholder approval for its initial business combination, with potential influence from sponsors or affiliates on the vote, which could reduce the public float of its securities[45]. Financial Management and Resources - The company pays a monthly fee of $10,000 to its sponsor for office space, utilities, and administrative services[34]. - The maximum aggregate contributions to the Trust Account for the extension period shall not exceed $1.2 million, based on monthly contributions until August 12, 2024[17]. - The company has limited resources and faces significant competition for business combination opportunities, making it challenging to complete the initial business combination[45]. Management and Competition - The company has identified strong management teams as a key criterion for evaluating prospective target businesses[20]. - The company has a strong management team with extensive industry knowledge and a proven track record of generating substantial risk-adjusted returns for shareholders[29]. - The company expects to leverage its management team's operational and transactional experience to identify a substantial number of potential business combination targets[30]. - The company may face intense competition from other entities with similar business objectives, which could limit its ability to acquire larger target businesses[33]. Regulatory and Reporting Considerations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[39]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or the market value of its Class A ordinary shares held by non-affiliates equals or exceeds $700 million[41]. - The company is also classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements[42]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[305]. Risks and Uncertainties - The company may not be able to complete its initial business combination within the prescribed time frame, which could lead to liquidation and public shareholders receiving only $10.30 per share[44]. - If the initial business combination is not completed within the required time, public shareholders may receive approximately $10.30 per share upon liquidation, or less in certain circumstances[45]. - Nasdaq may delist the company's securities, limiting investors' ability to trade and subjecting the company to additional restrictions[45]. - If shareholders do not receive notice for redeeming public shares, those shares may not be redeemed, impacting shareholder rights[45]. - There have been no changes or disagreements with accountants regarding accounting and financial disclosure[305].

Financial Performance - As of September 30, 2023, the Company had a net income of $1,210,015, with operating costs of $461,510 and interest earned from investments held in the Trust Account amounting to $2,503,463[116] - For the nine months ended September 30, 2023, the Company reported a net income of $6,755,292, with operating costs of $1,307,228 and interest income of $8,614,558[117] Cash and Investments - The Company had cash of $30,414 and a working capital deficit of $427,503 as of September 30, 2023[118] - The Company had investments held in the Trust Account totaling $106,318,563 as of September 30, 2023[122] Business Combination and Redemption - 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[112] - 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[111] - The Company intends to use substantially all funds held in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[122] - The Company has until August 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation[125] - Shareholders approved the extension of the business combination deadline from August 12, 2023, to August 12, 2024[136] - Following the redemption, the Company has 9,789,446 Class A ordinary shares outstanding[136] Initial Public Offering - The Initial Public Offering generated 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[119] Debt and Liabilities - As of September 30, 2023, the outstanding principal balance of the 2023 Note from the Sponsor was $200,000, which is non-interest bearing and payable upon the consummation of a Business Combination[131] Accounting and Reporting - The Company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable ordinary shares accordingly[137] - Warrants are classified as either equity or liability based on specific terms and assessments under ASC 480 and ASC 815[138] - Changes in estimated fair value of liability-classified warrants are recognized as non-cash gains or losses in the statements of operations[139] - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[140] - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years[142]

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 [102]. - 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 of $6,111,095 [103]. - The company incurred cash used in operating activities of $524,397 for the six months ended June 30, 2023, compared to $1,475,593 for the same period in 2022 [106]. 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 [107]. - As of June 30, 2023, the company had $111,168 in cash held outside the Trust Account, which will be used for identifying and evaluating target businesses [108]. - 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 [105]. Business Combination - The company has until August 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation [110]. - The company intends to use substantially all funds held in the Trust Account for its Business Combination and subsequent operations [107]. - The company may receive Working Capital Loans up to $3,000,000 to finance transaction costs related to a Business Combination [109]. Debt and Obligations - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2023 [111]. - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not required to provide additional disclosures regarding market risk [126].

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[92]. - The company incurred operating costs of $325,125 for the three months ended March 31, 2023, while cash used in operating activities was $298,742[96]. 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[97]. - As of March 31, 2023, the company had $337,093 in its operating bank account and a working capital of $571,092[93]. - 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[94]. - The company sold 14,400,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $14,400,000[94]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2023[101]. Business Operations and Strategy - 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[91]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and performing due diligence[98]. - 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[100].

IPO and Fundraising - 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[14]. - An additional 3,375,000 units were issued due to the underwriter's over-allotment option, generating an extra $33.75 million[14]. - The Company sold 14,400,000 private placement warrants at $1.00 each, generating gross proceeds of $14.4 million[15]. - The net proceeds from the Initial Public Offering and the private placement will provide the company with $259,606,250 to use for completing the initial business combination[130]. - The total funds in trust available for initial business combination are $266,512,500[193]. Business Strategy and Focus - The Company intends to focus its acquisition efforts on high-growth sectors in India, including healthcare, software, consumer services, IT services, and fintech[17]. - The Company aims to target companies with an enterprise value exceeding $1 billion, emphasizing appropriate valuations and strong management teams[18]. - The management team has extensive experience in sourcing, structuring, and executing mergers and acquisitions to drive growth[17]. - The company anticipates leveraging its global network and relationships to access unique investment opportunities before they become widely available[30]. - The company may pursue acquisition opportunities in various industries, including early-stage or financially unstable businesses[109]. Risks and Challenges - The Company has identified risks related to the COVID-19 pandemic and geopolitical tensions, which may impact its search for potential acquisition targets[16]. - The ongoing geopolitical tensions, particularly due to the invasion of Ukraine, may adversely affect the company's search for business combinations[60]. - The COVID-19 pandemic continues to pose risks that could impact the company's ability to complete business combinations due to market volatility and liquidity issues[62]. - The company may face challenges in engaging financial advisors for identifying potential targets, which could hinder timely business combinations[70]. - Economic conditions in India, including inflationary pressures, could adversely affect profitability following a business combination[164]. Shareholder Rights and Redemption - Public shareholders have the right to redeem their shares for cash, but this may limit the company's ability to complete desirable business combinations[54]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, complicating the completion of a desirable transaction[50]. - If the company does not consummate its initial business combination within the required time period, public shareholders may receive only approximately $10.30 per share upon liquidation[45]. - If a significant number of public shareholders exercise their redemption rights, it may hinder the company's ability to meet closing conditions for a business combination[51]. - The company may not redeem public shares if it would cause net tangible assets to fall below the required minimum upon completion of the business combination[51]. Governance and Management - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[39]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations, including providing only two years of audited financial statements[42]. - The management team possesses extensive industry knowledge and a strong track record of generating substantial risk-adjusted returns for shareholders across various market cycles[29]. - The company may engage its sponsor or affiliates as advisors for business combinations, which may create potential conflicts of interest[115]. - Conflicts of interest may arise as officers and directors are involved in multiple business ventures, potentially impacting their commitment to the company[179]. Financial Condition and Projections - 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[45]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition[128]. - The company may face significant write-downs or charges post-business combination, negatively impacting financial condition and securities value[153]. - 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[189]. - If Nasdaq delists the company's securities, it could face reduced liquidity and increased trading restrictions, potentially classifying its shares as "penny stocks"[190]. Legal and Compliance Issues - There are currently no material legal proceedings pending against the company or its management team[43]. - The company must ensure it does not qualify as an investment company under the Investment Company Act to avoid burdensome compliance[97]. - The company’s ability to complete an initial business combination may be affected by compliance obligations under the Sarbanes-Oxley Act, increasing time and costs[148]. - Proposed SEC rules could materially impact the company's ability to engage advisors and complete business combinations[102]. - Changes in laws or regulations may adversely affect the company's ability to complete its initial business combination[101]. Share Structure and Dilution - The company is authorized to issue up to 479 million Class A ordinary shares and 20 million Class B ordinary shares, with 28,875,000 Class A and 6,468,750 Class B shares available for issuance as of December 31, 2022[116]. - The issuance of additional shares may significantly dilute the equity interest of investors from the Initial Public Offering[118]. - 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 the initial business combination[192]. - The initial offering price for units was $10.00, with an anticipated trust account value of $10.30 per public share, implying a potential 20% decrease to an implied value of $8.24 per share upon business combination[192]. - If the trading price of ordinary shares drops to $2.00, the value of founder shares would still exceed the sponsor's initial investment[193].