Core Insights - Press Ranger has been recognized as the Best Public Relations (PR) Software for 2026 by Forbes, highlighting its innovative approach to transforming the PR industry through advanced technology [1][3] - The platform automates PR campaigns, identifies relevant journalists, and streamlines press release creation, making it essential for PR professionals [1][2] Group 1: Recognition and Awards - Forbes' recognition is part of its annual review, which evaluates the top PR tools for effectiveness and innovation, with Press Ranger standing out for its capabilities [1] - Press Ranger has received multiple awards from various publishers, reinforcing its leadership position in the PR software industry [3] Group 2: Technology and Features - The AI-powered platform is designed to simplify the process of gaining media coverage, making it user-friendly for both experienced PR professionals and newcomers [2][5] - By leveraging artificial intelligence, Press Ranger enhances the efficiency of media engagement, reducing the time and effort needed for impactful coverage [2]

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents the unaudited condensed financial statements for Magnum Opus Acquisition Limited for the quarterly period ended March 31, 2023, detailing its financial position, operations, and cash flows as a blank check company [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2023, the company's total assets decreased significantly to $68.2 million from $203.8 million at year-end 2022, primarily due to a reduction in investments held in the Trust Account following shareholder redemptions, while total liabilities increased to $14.4 million, and the total shareholders' deficit widened to $(13.9) million from $(11.9) million Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $516,532 | $883,307 | | Investments held in Trust Account | $67,731,730 | $202,841,231 | | **Total Assets** | **$68,248,262** | **$203,759,547** | | **Liabilities & Equity** | | | | Total Liabilities | $14,413,392 | $12,807,457 | | Class A ordinary shares subject to possible redemption | $67,731,730 | $202,841,231 | | Total Shareholders' Deficit | $(13,896,860) | $(11,889,141) | | **Total Liabilities, Redeemable Shares and Shareholders' Deficit** | **$68,248,262** | **$203,759,547** | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) For the three months ended March 31, 2023, the company reported a net income of $24,980, a significant turnaround from a net loss of $(229,236) in the same period of 2022, driven by higher interest income of $1.88 million, which offset increased losses from the change in fair value of warrant liabilities and promissory notes, and lower operating costs Statements of Operations Highlights (Unaudited) | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Formation and operating costs | $796,921 | $1,422,146 | | Loss from operations | $(796,921) | $(1,422,146) | | Interest income | $1,882,701 | $12,910 | | Change in fair value of warrant liabilities | $(960,000) | $1,180,000 | | **Net income (loss)** | **$24,980** | **$(229,236)** | [Condensed Statement of Changes in Shareholders' Deficit](index=5&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Shareholders%27%20Deficit) The total shareholders' deficit increased from $(11.9) million at the beginning of 2023 to $(13.9) million as of March 31, 2023, primarily due to a $(2.0) million re-measurement of Class A ordinary shares subject to possible redemption, partially offset by a net income of $24,980 Reconciliation of Shareholders' Deficit for Q1 2023 (Unaudited) | Description | Amount | | :--- | :--- | | Balance - January 1, 2023 | $(11,889,141) | | Re-measurement of Class A ordinary shares subject to possible redemption | $(2,032,699) | | Net income | $24,980 | | **Balance – March 31, 2023** | **$(13,896,860)** | [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) For the first three months of 2023, net cash used in operating activities was $(216,775), while investing activities provided $137.0 million, primarily from withdrawals from the Trust Account for shareholder redemptions, and financing activities used an equivalent amount, $(137.1) million, for these redemption payments, resulting in a decrease in the cash balance from $883,307 to $516,532 Cash Flow Summary for Q1 2023 (Unaudited) | Activity | Three Months Ended March 31, 2023 | | :--- | :--- | | Net cash used in operating activities | $(216,775) | | Net cash provided by investing activities | $136,992,200 | | Net cash used in financing activities | $(137,142,200) | | **Net Change in Cash** | **$(366,775)** | | Cash - Beginning of Period | $883,307 | | **Cash - End of Period** | **$516,532** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's organization, accounting policies, and significant events, including the termination of the Forbes agreement, the new ASIG merger, substantial shareholder redemptions, and the going concern uncertainty - The company is a **blank check company** formed to effect a business combination. All activity to date relates to its formation, IPO, and search for a target[24](index=24&type=chunk)[25](index=25&type=chunk) - The business combination agreement with **Forbes** was terminated on June 1, 2022. Subsequently, on September 30, 2022, the Company entered into a new merger agreement with **Asia Innovations Group Limited (ASIG)**[40](index=40&type=chunk)[41](index=41&type=chunk) - In March 2023, shareholders approved extending the business combination deadline, which led to the redemption of **13,404,883 Class A shares** for approximately **$137.1 million**, leaving about **$67.5 million** in the Trust Account[34](index=34&type=chunk)[102](index=102&type=chunk)[104](index=104&type=chunk) - Management has determined that the company's limited liquidity and the July 25, 2023, business combination deadline raise **substantial doubt about its ability to continue as a going concern**[45](index=45&type=chunk)[46](index=46&type=chunk) - The company has issued **convertible promissory notes** to its Sponsor for up to **$2.0 million** to fund working capital, which are convertible into warrants at $1.00 per warrant[93](index=93&type=chunk)[94](index=94&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and results of operations, highlighting the shift to net income in Q1 2023, the proposed ASIG merger, and the critical liquidity situation raising substantial doubt about its going concern ability [Results of Operations](index=37&type=section&id=Results%20of%20Operations) The company has not generated any revenue from operations, reporting a net income of $24,980 for Q1 2023, compared to a net loss of $(229,236) for Q1 2022, with the income primarily due to $1.88 million in interest income, partially offset by losses on the fair value of warrant liabilities and promissory notes, and operating costs Comparison of Quarterly Results | Item | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net Income (Loss) | $24,980 | $(229,236) | | Key Drivers | Interest income of $1,882,701 | Gain on fair value of warrant liabilities of $1,180,000 | | Operating Costs | $796,921 | $1,422,146 | [Proposed Business Combinations](index=37&type=section&id=Proposed%20Business%20Combinations) The company's initial business combination agreement with Forbes was terminated on June 1, 2022, and on September 29, 2022, the company entered into a new merger agreement with Asia Innovations Group Limited (ASIG), where the company will become a wholly-owned subsidiary of ASIG - The **Forbes Business Combination Agreement** was terminated on June 1, 2022[145](index=145&type=chunk) - On September 29, 2022, the Company entered into a new business combination agreement with **ASIG**[145](index=145&type=chunk)[146](index=146&type=chunk) [Liquidity, Capital Resources, and Going Concern Consideration](index=39&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Going%20Concern%20Consideration) As of March 31, 2023, the company had only **$516,532** in cash outside the Trust Account and a working capital deficit of **$7.0 million**, which management states may not be sufficient to operate until the July 25, 2023, business combination deadline, raising substantial doubt about the company's ability to continue as a going concern, as it relies on working capital loans from its Sponsor, with **$2.0 million** outstanding under convertible promissory notes - As of March 31, 2023, the company had **$516,532** in cash and a working capital deficit of **$6,970,160**[150](index=150&type=chunk) - The company must complete a Business Combination by **July 25, 2023**, or face mandatory liquidation, and this deadline and the current liquidity position raise **substantial doubt about its ability to continue as a going concern**[150](index=150&type=chunk) - The company has borrowed **$2,000,000** from its Sponsor through **unsecured convertible promissory notes** to fund working capital[153](index=153&type=chunk) [Critical Accounting Policies](index=43&type=section&id=Critical%20Accounting%20Policies) Management identifies key accounting policies that require significant estimates and judgment, including the accounting for warrant liabilities as derivatives measured at fair value, the fair value option for related-party promissory notes, and the classification of Class A ordinary shares subject to redemption outside of permanent equity - Warrants are accounted for as **liabilities at fair value**, with changes recognized in the Statement of Operations[160](index=160&type=chunk) - Class A ordinary shares subject to possible redemption are classified as **temporary equity** and adjusted to redemption value each reporting period[162](index=162&type=chunk)[163](index=163&type=chunk) - Related-party promissory notes are accounted for under the **fair value option**, with changes in fair value recognized in the statement of operations[161](index=161&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - This item is not applicable as we are a **smaller reporting company**[165](index=165&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation as of March 31, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective, with no material changes in the company's internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2023[166](index=166&type=chunk) - There has been **no change in internal control over financial reporting** during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal controls[166](index=166&type=chunk) [PART II – OTHER INFORMATION](index=46&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[168](index=168&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - There have been **no material changes** from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 4, 2023[168](index=168&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&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 - None[168](index=168&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[168](index=168&type=chunk) [Item 6. Exhibits](index=46&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 and XBRL data files - The exhibits filed with the report include **certifications** from the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906, as well as **XBRL instance and taxonomy documents**[169](index=169&type=chunk) [Signatures](index=48&type=section&id=SIGNATURES) [Signatures](index=48&type=section&id=Signatures) The report was duly signed and authorized on May 22, 2023, by Hou Pu Jonathan Lin, Chief Executive Officer and Director, and Ka Man Kevin Lee, Chief Financial Officer and Director - The Form 10-Q was signed on **May 22, 2023**, by **Hou Pu Jonathan Lin (CEO)** and **Ka Man Kevin Lee (CFO)**[171](index=171&type=chunk)

IPO and Financing - The company completed its initial public offering on March 25, 2021, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[18]. - The company sold an additional 6 million private placement warrants at $1.00 per warrant, generating gross proceeds of $6 million, with each warrant exercisable at $11.50 per share[19]. - The total amount for Transaction Financing is set at $150,000,000, which involves equity financing commitments[37]. - ASIG and Magnum Opus agreed to raise $150 million through equity securities to finance the transaction within 90 days after the ASIG Business Combination Agreement[55]. - The Minimum Available SPAC Cash Amount required for the transaction is $150,000,000, which must be available in the Trust Account after deducting shareholder redemption rights[71]. - The company has a 45-day option for underwriters to purchase up to 3 million additional units to cover over-allotments, which expired in May 2021[20]. Business Combination - The company has proposed a business combination with Asia Innovations Group Limited (ASIG), which has been unanimously approved by the board of directors[31]. - The ASIG Business Combination will involve the conversion of outstanding convertible notes into Company Pre-Subdivision Ordinary Shares prior to the effective time of the merger[32]. - The ASIG Business Combination Agreement stipulates that if not consummated by September 30, 2023, it may be terminated by either party[39]. - The ASIG Business Combination must be consummated by February 1, 2023, with provisions for an extension if necessary[59]. - The completion of the ASIG Business Combination is subject to receiving required approvals from both ASIG and Magnum Opus shareholders[70]. - The ASIG Business Combination Agreement includes a covenant preventing both parties from soliciting alternative transactions[67]. - Major SPAC Shareholders are required to vote in favor of the ASIG Business Combination and against any alternative transaction proposals[76]. Shareholder Rights and Redemption - Magnum Opus shareholders will have the opportunity to redeem their public shares during a meeting following the SEC's declaration of the ASIG Business Combination Proxy[56]. - The company has not completed a business combination by the extended deadline, which may lead to the redemption of public shares[19]. - Approximately $137,142,200.05 was released from the trust account during the Extension Redemption, equating to about $10.23 per Class A ordinary share[91]. - Following the Extension Redemption, 6,595,117 Class A ordinary shares remain outstanding[91]. Corporate Governance and Internal Controls - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds[24]. - The company has three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee[412]. - The audit committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements[412]. - Johnny Liu serves as the chairman of the audit committee and qualifies as an "audit committee financial expert" under SEC rules[412]. - The company has a strong focus on enhancing internal controls and communication regarding complex financial instruments[398]. - A material weakness in internal control over financial reporting was identified, leading to the restatement of financial statements as of March 25, 2021[398]. - Remediation measures for the identified material weakness were completed by December 31, 2022, although future weaknesses cannot be ruled out[398]. - The company recognizes the importance of its control environment as foundational for all components of internal control[398]. Compensation and Indemnification - The compensation committee is composed entirely of independent directors, including Sammy Hsieh and Johnny Liu[415]. - The compensation committee is responsible for reviewing and approving the CEO's compensation based on annual corporate goals and objectives[415]. - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees, with disclosure requirements for amendments or waivers[419]. - The company's memorandum and articles of association provide for indemnification of officers and directors to the maximum extent permitted by law, excluding cases of fraud or willful default[420]. - The company has purchased directors' and officers' liability insurance to cover defense costs and indemnification obligations[420]. - The indemnification provisions may discourage shareholders from suing officers or directors for breaches of fiduciary duty[422]. - The company believes that indemnification provisions and insurance are necessary to attract and retain experienced officers and directors[422].

Financial Performance - For the three months ended September 30, 2022, the company reported a net loss of $2,018,483, primarily due to a loss on the change in fair value of warrant liabilities amounting to $1,440,000[116]. - For the nine months ended September 30, 2022, the company achieved a net income of $11,126,044, driven by a gain on the change in fair value of warrant liabilities of $13,820,000[117]. - The company incurred formation and operating costs of $1,471,737 for the three months ended September 30, 2022[116]. - The company had net cash used in operating activities of $658,086 for the nine months ended September 30, 2022[121]. - The company had no cash flows from investing activities for the nine months ended September 30, 2022[122]. Initial Public Offering - The company completed an initial public offering on March 25, 2021, generating gross proceeds of $200,000,000 from the sale of 20,000,000 units[120]. - The company has 20,000,000 Class A ordinary shares sold in the Initial Public Offering, all of which contain a redemption feature[136]. Business Combination - The company entered into a business combination agreement with Asia Innovations Group Limited on September 30, 2022, which involves a merger with Connect Merger Sub[129]. - The company does not currently anticipate needing to raise additional funds prior to the closing of its initial business combination[126]. Internal Controls and Reporting - Management identified a material weakness in internal control over financial reporting as of September 30, 2022, leading to a restatement of financial statements[141]. - The company has enhanced processes to better apply accounting requirements and improve internal controls over financial reporting[143]. - There were no changes in internal control over financial reporting during the third fiscal quarter ended September 30, 2022, that materially affected internal controls[144]. - Management does not believe that recently issued accounting standards will have a material effect on the financial statements[139]. Legal and Regulatory Matters - The company is subject to laws and regulations that may change and could adversely affect its business and operations[146]. - No legal proceedings are currently pending against the company[146]. Shareholder Information - Changes in the redemption value of redeemable ordinary shares are recognized immediately, affecting additional paid-in capital and accumulated deficit[137]. - The net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of ordinary shares outstanding, with Class A and Class B shares presented as one class[138]. - The company has not considered the effect of warrants sold in the Initial Public Offering in the calculation of diluted income (loss) per share[138]. Certifications and Signatures - The certifications of the Principal Executive Officer and Principal Financial Officer were furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002[31.1][32.1]. - The report was signed on behalf of Magnum Opus Acquisition Limited by the Chief Executive Officer and Chief Financial Officer on November 14, 2022[152][153].

Financial Performance - For the three months ended June 30, 2022, the company reported a net income of $13,373,763, driven by a gain on the change in fair value of warrant liabilities amounting to $14,080,000 [129]. - For the six months ended June 30, 2022, net cash used in operating activities was $467,770, influenced by a gain on the change in fair value of warrant liabilities of $15,260,000 [133]. - The company had a net income of $13,144,527 for the six months ended June 30, 2022, resulting from a gain on the change in fair value of warrant liabilities of $15,260,000 [130]. - The net income per share is calculated by dividing net income by the weighted-average number of ordinary shares outstanding during the period [148]. - The company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 16,000,000 shares in the calculation of diluted income per share [148]. Cash and Proceeds - The company generated gross proceeds of $200,000,000 from its initial public offering of 20,000,000 units on March 25, 2021 [132]. - The company completed a private sale of 6,000,000 warrants generating gross proceeds of $6,000,000 simultaneously with its initial public offering [132]. - As of June 30, 2022, the company had cash of $14,881 held outside the trust account, intended for identifying and evaluating target businesses [135]. - The company had net cash used in investing activities of $200,000,000 from cash deposited in the trust account from inception through June 30, 2021 [134]. Business Operations and Compliance - The company entered into a business combination agreement with Asia Innovations Group Limited on September 30, 2022 [140]. - The company does not currently anticipate needing to raise additional funds prior to the closing of its initial business combination [137]. - The company is subject to laws and regulations enacted by national, regional, and local governments, which may change and could adversely affect business operations [154]. - Compliance with applicable laws and regulations may be difficult, time-consuming, and costly, potentially impacting the company's ability to negotiate and complete its initial business combination [154]. Internal Controls and Management - Management concluded that the disclosure controls and procedures are not effective as of June 30, 2022 due to a material weakness in internal control over financial reporting [150]. - A material weakness resulted in the restatement of the Company's audited financial statement as of March 25, 2021, and unaudited financial statements for the periods ended March 31, 2021, and June 30, 2021 [151]. - Management has enhanced processes to better evaluate and understand complex accounting standards applicable to financial statements [152]. - There were no changes in internal control over financial reporting that materially affected, or are likely to materially affect, internal control over financial reporting during the second fiscal quarter ended June 30, 2022 [152].

Financial Performance - The Company reported a net loss of $4,885,251 from inception (January 22, 2021) through March 31, 2021, primarily due to formation and operating costs, expensed offering costs, and losses on warrant liabilities [117]. - For the three months ended March 31, 2022, the Company achieved a net income of $229,236, driven by a gain on the change in fair value of warrant liabilities of $1,180,000 and interest income of $12,910 [118]. - The Company incurred net cash used in operating activities of $401,452 for the three months ended March 31, 2022, due to non-cash adjustments and changes in working capital [121]. Initial Public Offering (IPO) - The Company completed an Initial Public Offering (IPO) on March 25, 2021, generating gross proceeds of $200,000,000 from the sale of 20,000,000 units [120]. - The company does not expect to raise additional funds following the IPO to meet operating expenditures prior to the initial business combination [123]. Business Combination - The Company entered into a Business Combination Agreement on August 26, 2021, to acquire FGH and Forbes, with the transaction valued at $10.00 per share [119]. - The Company has a deferred underwriting fee of $5,250,000, which will be payable only upon the completion of an initial business combination [126]. Cash and Liquidity - As of March 31, 2022, the Company had cash of $81,199 held outside the trust account, intended for evaluating target businesses and conducting due diligence [121]. Internal Control and Compliance - The Company has identified a material weakness in internal control over financial reporting as of March 31, 2022, related to the accounting treatment for complex financial instruments [135]. - The company identified a material weakness in internal control over financial reporting, which could result in material misstatements of financial statements [135]. - Management has enhanced processes to better evaluate and understand complex accounting standards, including improved access to accounting literature and increased communication with third-party professionals [136]. - The remediation plan for the identified material weakness will take time to implement, and the company cannot assure that these initiatives will have the intended effects [136]. - The company conducted an evaluation of its disclosure controls and procedures, concluding they were not effective as of March 31, 2022 [134]. - The company has filed various certifications as part of its compliance with the Sarbanes-Oxley Act of 2002 [143]. Regulatory and Risk Factors - The company is subject to various laws and regulations, and changes in these could adversely affect its business and operations [140]. - The company is required to comply with SEC and other legal requirements, which may be difficult and costly to monitor [140]. - There have been no material changes to the risk factors disclosed in the Annual Report on Form 10-K filed on February 17, 2022 [139]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements [133].

IPO and Financing - The company completed its initial public offering on March 25, 2021, raising gross proceeds of $200 million by selling 20 million units at $10.00 per unit[12]. - The initial public offering generated gross proceeds of $200,000,000 from the sale of 20,000,000 units at $10.00 per unit[56]. - The company issued 6 million private placement warrants at $1.00 per warrant, generating an additional $6 million in gross proceeds[13]. - The Company sold 6,000,000 private placement warrants at $1.00 per warrant, generating gross proceeds of $6,000,000[49]. - The Company entered into subscription agreements for a private placement of 40,000,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of $400,000,000[26]. - Binance agreed to invest $200,000,000 in the Private Placement by purchasing 20,000,000 Class A ordinary shares at $10.00 per share[26]. - The company had net cash provided by financing activities of $201,554,533, which included $196,000,000 from the initial public offering and $6,000,000 from the sale of private placement warrants[59]. Business Combination - The company has a proposed business combination with Forbes Global Holdings Inc., with an aggregate consideration valued at $620 million, subject to adjustments[22]. - The cash consideration for the business combination will include proceeds from a private placement generating $400 million and funds from the company's trust account[22]. - The business combination will result in the company holding 100% of the issued share capital of Forbes[21]. - The Business Combination is expected to close in the first quarter of 2022, pending shareholder approval and customary closing conditions[27]. - The company entered into a Business Combination Agreement on August 26, 2021, to acquire 100% of the shares of FGH and Forbes[55]. - The business combination agreement includes a support agreement where initial shareholders agree to vote in favor of the transaction[24]. - 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[31]. Financial Performance - The company reported a net loss of $691,661 for the period from January 22, 2021, to December 31, 2021, due to formation and operating costs of $4,094,759 and expensed offering costs of $867,351[54]. - Net cash used in operating activities was $1,071,882, primarily due to non-cash adjustments related to a change in the fair value of warrant liabilities[58]. - The company held $482,651 in cash outside the trust account for evaluating target businesses and performing due diligence[60]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial business combination[47]. Internal Controls and Compliance - The company identified a material weakness in internal control over financial reporting related to the accounting treatment for complex financial instruments, leading to a restatement of financial statements as of March 25, 2021[74]. - The restatement affected the audited financial statement and unaudited financial statements for the periods ended March 31, 2021, and June 30, 2021, specifically reclassifying redeemable ordinary shares[74]. - As of December 31, 2021, the company's disclosure controls and procedures were deemed ineffective due to the identified material weakness[74]. - The remediation plan for the identified material weakness will take time, and the company cannot assure that these initiatives will have the intended effects[75]. - The company is committed to improving its internal controls and procedures to ensure timely and accurate financial reporting[75]. - The annual report does not include a management assessment of internal control over financial reporting due to a transition period for newly public companies[77]. - There were no changes in internal control over financial reporting during the fourth fiscal quarter ended December 31, 2021, that materially affected internal controls[77]. Company Structure and Governance - The company is classified as an emerging growth company, allowing it to take advantage of certain reporting exemptions[16]. - The company will remain a smaller reporting company until certain market value or revenue thresholds are met[20]. - The board of directors of the post-combination company will consist of nine directors, with specific nominations from the Sponsor, IWM, and Binance[25]. - The Company will undertake resale shelf registration obligations and a twelve-month lock-up period for shares and warrants owned by certain parties[25]. - The company currently has three officers and does not intend to have any full-time employees prior to the completion of its initial business combination[37]. - The company is classified as a smaller reporting company, and thus certain market risk disclosures are not applicable[73]. - The company does not expect to need additional funds following the initial public offering to meet operating expenditures prior to the initial business combination[62]. - The company has a deferred underwriting fee of $7,000,000, which may be reduced to $5,250,000 under certain conditions[66].

Financial Performance - The company reported a net loss of $5,431,247 for the three months ended September 30, 2021, primarily due to a loss on the change in fair value of warrant liabilities of $5,180,000[119]. - For the period from inception through September 30, 2021, the company had a net income of $825,294, resulting from a gain on the change in fair value of warrant liabilities of $5,060,000 and interest income of $6,205[120]. Initial Public Offering - The company completed an initial public offering on March 25, 2021, generating gross proceeds of $200,000,000 from the sale of 20,000,000 units[121]. - The company had net cash provided by financing activities of $201,562,313, which included $196,000,000 from the issuance of units in the initial public offering[123]. Cash Flow and Liquidity - Net cash used in operating activities from inception through September 30, 2021, was $670,907, influenced by non-cash adjustments related to warrant liabilities and interest income[122]. - As of September 30, 2021, the company held cash of $891,406 outside the trust account, intended for identifying and evaluating target businesses[124]. - The company does not anticipate needing to raise additional funds following the initial public offering to meet operating expenditures prior to the initial business combination[126]. Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified, leading to the restatement of financial statements for March 25, 2021, and subsequent periods[135]. - The company plans to enhance its processes to better comply with complex accounting standards following the restatement of its financial statements[136]. - The company has filed certifications from both the Chief Executive Officer and Chief Financial Officer in compliance with the Sarbanes-Oxley Act of 2002[31.1][31.2]. Reporting and Documentation - The Inline XBRL Instance Document is included, indicating that the financial data is embedded within the document[101.INS]. - The report is signed by the Chief Executive Officer and Chief Financial Officer, confirming the accuracy of the financial statements[143].

Financial Performance - The company reported a net income of $11,141,792 for the three months ended June 30, 2021, primarily due to a gain on the change in fair value of warrant liabilities of $11,360,000[104]. - For the period from inception through June 30, 2021, the company had a net income of $6,256,541, which included a gain on the change in fair value of warrant liabilities of $10,240,000[105]. Capital Raising Activities - The company completed an initial public offering of 20,000,000 units, generating gross proceeds of $200,000,000 on March 25, 2021[106]. - The private sale of 6,000,000 warrants generated an additional $6,000,000 in gross proceeds, which were added to the trust account[106]. - The company reported net cash provided by financing activities of $201,592,484, primarily from the issuance of units in the initial public offering[108]. - The company completed its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000[123]. - The company also sold 6,000,000 Private Placement Warrants at a price of $1.00 per Warrant, generating additional gross proceeds of $6,000,000[123]. Cash and Liquidity - As of June 30, 2021, the company had cash of $1,115,380 held outside the trust account, intended for identifying and evaluating target businesses[109]. - Net cash used in operating activities from inception through June 30, 2021, was $477,104, influenced by non-cash adjustments related to warrant liabilities[107]. - The company does not expect to raise additional funds following the initial public offering to meet operating expenditures prior to the initial business combination[111]. Equity and Redemption - As of June 30, 2021, 17,587,842 Class A ordinary shares were subject to possible redemption, classified as temporary equity[115]. Internal Controls and Compliance - Management does not anticipate that any recently issued accounting standards will have a material effect on the financial statements[120]. - There were no changes in internal control over financial reporting that materially affected the company's reporting[121]. - The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were not effective as of June 30, 2021[120]. - The company plans to enhance processes to better evaluate and apply accounting standards due to the revision of warrant classifications[121]. - The financial statement revisions did not impact cash and cash equivalents or total assets previously reported[121]. - The company is committed to improving communication among personnel and third-party professionals regarding complex accounting applications[121]. Risk Factors and Legal Proceedings - There have been no material changes to previously disclosed risk factors that could significantly impact operations or financial condition[123]. - The company has not reported any legal proceedings as of the date of the report[123]. Off-Balance Sheet Arrangements - There were no off-balance sheet arrangements as of June 30, 2021[112].