IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit[170]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[170]. - The company placed approximately $282.5 million of net proceeds into a Trust Account, which will be invested in U.S. government securities[172]. - The company entered into a Subscription Agreement to raise up to $1.5 million for extension payments and working capital[182]. - The Original Sponsor and the Sponsor agreed to pay $112,500 in extension contributions for December 2023 and January 2024[185]. - The Sponsor may loan up to $1,500,000 to the Company under a promissory note, which may be convertible into warrants at the option of the Sponsor[213]. - The Company entered into a promissory note with the Sponsor for $100,000, which bears no interest and is to be repaid under specific conditions[216]. Business Combination and Operations - The company extended the deadline for completing a business combination to July 30, 2025, following shareholder approval[183]. - The Company entered into a business combination agreement with Tactical Resources Corp. and Plum III Merger Corp. on August 22, 2024, to amalgamate into one corporate entity[187]. - The Company has until July 30, 2025, to complete its Initial Business Combination, or it will face mandatory liquidation[206]. - The Company incurred significant costs in pursuit of its Initial Business Combination and may need additional financing to complete it[204]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its Initial Business Combination, with potential interest income to cover tax obligations[202]. Financial Performance - The Company recorded a net loss of $364,540 for the three months ended March 31, 2025, compared to a net loss of $148,236 for the same period in 2024, reflecting an increase in operating and formation costs[193][194]. - For the three months ended March 31, 2025, net cash used in operating activities was $285,965, compared to $215,423 for the same period in 2024, indicating higher operational expenses[195][196]. - The Company had cash of $93,483 held outside the Trust Account as of March 31, 2025, with a working capital deficit of $3,597,159, raising concerns about its ability to operate for the next 12 months[205]. - The Company recorded net cash provided by investing activities of $23,977,494 for the three months ended March 31, 2025, primarily due to cash withdrawn from the Trust Account[197]. Shareholder Activity - In the July 2023 Extraordinary General Meeting, shareholders redeemed 13,532,591 Class A ordinary shares for approximately $140.8 million[179]. - In the January 2024 Extraordinary General Meeting, shareholders redeemed 12,433,210 Class A ordinary shares for approximately $134.1 million[181]. - The holders of 13,532,591 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.41 per share, totaling approximately $140,838,808[222]. - After the redemptions, approximately $153,169,659 remained in the Company's trust account[222]. - The Company has 151,833 Class A ordinary shares subject to possible redemption remaining outstanding[222]. Financial Obligations and Compensation - The Chief Financial Officer is entitled to a success fee of $50,000 contingent upon the closing of the Initial Business Combination[218]. - The Company has recorded no additional compensation for the transfer of shares until an Initial Business Combination has been consummated[219]. - The aggregate fair value of the Working Capital Loan upon issuance was $219,441, which was forgiven by the Sponsor on December 27, 2023[224]. - As of March 31, 2025, the outstanding balance under the Sponsor Promissory Note was $1,454,867, and the Second Sponsor Promissory Note was $100,000[215][224]. Regulatory and Accounting Changes - The Company adopted ASU 2023-07 on January 1, 2024, which has not had a material impact on its financial statements and disclosures[230]. - The Company’s Class A ordinary shares began trading on the Pink Current tier of the OTC Markets on January 28, 2025, after being delisted from Nasdaq[191][190].

IPO and Trust Account - The company completed its IPO on July 30, 2021, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit, with offering costs of approximately $13.75 million[19]. - An additional 3,250,000 units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[19]. - The net proceeds of the IPO and certain private placements amounted to approximately $282.5 million, which were placed in a trust account to be invested in U.S. government securities[21]. - As of January 2025, the company had $1,707,149 remaining in its trust account after redemptions[32]. - The Trust Account proceeds will be invested only in U.S. government treasury bills with a maturity of 185 days or less[124]. - Approximately $1,750,000 was available outside the trust account to fund working capital requirements[122]. Business Combination Agreement - On August 22, 2024, the company entered into a Business Combination Agreement with Tactical Resources Corp., involving a series of amalgamations[33]. - The company must complete an Initial Business Combination with a fair market value of at least 80% of the net assets held in the trust account[24]. - The Company entered into a Business Combination Agreement with TRC, which includes customary representations and warranties regarding corporate organization, financial statements, and compliance with laws[36]. - The company plans to use cash from the public offering and private placement units to effectuate its Initial Business Combination, which may involve financially unstable or early-stage companies[41]. - The company may complete its Initial Business Combination without seeking shareholder approval if not required by law or stock exchange listing requirements[103]. Redemption Rights and Shareholder Approval - Public shareholders will have the opportunity to redeem their shares at a per-share price initially anticipated to be $10.00, based on the amount in the Trust Account[65]. - The company will not proceed with redemptions if the Initial Business Combination does not close, and all shares submitted for redemption will be returned to the holders[66]. - If the company seeks shareholder approval for the Initial Business Combination, it requires the affirmative vote of a majority of shareholders attending the meeting[70]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the public offering without prior consent, to prevent accumulation of large blocks of shares[73]. - The company anticipates that funds for redemptions will be distributed promptly after the completion of the Initial Business Combination[80]. Financial Condition and Risks - The company has until July 30, 2025, to complete an Initial Business Combination, after which it will cease operations and redeem public shares at a price based on the Trust Account balance[82]. - If the Initial Business Combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the Trust Account[81]. - The company may face intense competition from other entities in identifying and selecting a prospective partner for the Initial Business Combination, which may limit its acquisition capabilities[95]. - There is a risk that claims from creditors could reduce the Trust Account balance below the expected redemption amount, impacting shareholder returns[89]. - The company may face challenges in obtaining additional financing to complete the Initial Business Combination or fund operations, which could lead to restructuring or abandonment of the business combination[166]. Management and Operational Risks - The company currently has two executive officers who will devote time as necessary until the Initial Business Combination is completed, with no full-time employees planned prior to that[97]. - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations[192]. - The success of the Initial Business Combination is reliant on key personnel, and their potential departure could negatively impact post-combination profitability[194]. - The management's ability to assess prospective partner businesses may be limited, potentially leading to poor management choices post-combination[178]. - Increased costs and decreased availability of directors and officers liability insurance could complicate the negotiation of Initial Business Combinations[182]. Shareholder Influence and Conflicts of Interest - The company's Sponsor and management team own 34.12% of the outstanding ordinary shares, which may influence the approval of the Initial Business Combination[107]. - Initial shareholders and the Sponsor currently own approximately 87.4% of the issued and outstanding ordinary shares, exerting substantial influence over shareholder votes[167]. - The personal and financial interests of the company's executive officers and directors may influence their decisions regarding prospective partner business combinations[149]. - 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[202]. - The company may engage underwriters for additional services, which could lead to potential conflicts of interest due to financial incentives tied to the Initial Business Combination[204]. Regulatory and Compliance Risks - The company may incur complex tax obligations as a result of business combinations, potentially impacting after-tax profitability[171]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with acquisitions, particularly for prospective partner businesses that may not meet internal control requirements[170]. - A material weakness in internal control over financial reporting was identified, which could lead to misstatements in financial statements[173]. - Remediation steps have been implemented to improve internal controls, but there is no assurance that these efforts will be effective[175]. - If the company is deemed an investment company under the Investment Company Act, it may face burdensome compliance requirements[127]. Market and Economic Factors - Global economic and geopolitical events, including conflicts and sanctions, may adversely affect the company's ability to consummate a Business Combination[114][115]. - The ability of public shareholders to redeem shares for cash may deter potential business combination partners, impacting the company's financial condition[108]. - The company may not be able to meet minimum net worth or cash requirements for closing a business combination if too many shareholders exercise their redemption rights[109]. - Negative interest rates could reduce the value of the assets held in trust, potentially leading to a per-share redemption amount of less than $10.00[124]. - The company may pursue business combination opportunities in any sector, which could expose it to various risks[135].

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit, with offering costs of approximately $13.75 million [231]. - Approximately $282.5 million of net proceeds from the IPO were placed in a Trust Account, to be invested in U.S. government securities [261]. - The company entered into a subscription agreement to raise up to $1,500,000 from an investor to fund extension payments and working capital, with initial payments of $225,000 scheduled [237]. - The company entered into a Subscription Agreement to potentially raise up to $1,500,000 from an Investor for extension payments and working capital, with $250,000 to be funded upon execution [296]. - The company granted underwriters a 45-day option to purchase up to 3,750,000 additional Units, with 3,250,000 Units purchased at an offering price of $10.00 per Unit for a total of $32,500,000 [295]. Financial Performance - As of September 30, 2024, the company recorded a net loss of $1,120,388, attributed to operating and formation costs of $1,285,296 and a loss on fair value of warrant liability of $120,592 [240]. - For the nine months ended September 30, 2023, the company reported a net income of $7,947,874, driven by interest and dividend income of $9,090,382 and a gain on receivable related to a potential business combination of $374,975 [241]. - The company recorded net income of $1,883,025 for the three months ended September 30, 2023, from interest and dividend income of $2,596,438 [288]. - For the nine months ended September 30, 2024, net cash used in operating activities was $789,823, with a net loss of $861,565 [270]. Trust Account and Cash Management - The company had approximately $153,169,659 remaining in its trust account after redemptions of 13,532,591 Class A ordinary shares at a redemption price of approximately $10.41 per share, totaling about $140,838,808 [236]. - The company recorded net cash provided by investing activities of $133,609,215, primarily due to cash withdrawn from the Trust Account to pay redeeming shareholders [242]. - For the nine months ended September 30, 2023, net cash provided by investing activities was $140,388,808, primarily due to cash withdrawn from the Trust Account to pay redeeming shareholders of $140,838,808 [290]. - As of September 30, 2024, the company had cash of $115,044, compared to $0 held outside the Trust Account as of December 31, 2023 [302]. - The company had no cash equivalents as of September 30, 2024, or December 31, 2023 [302]. Business Combinations and Strategic Direction - The company’s LOI to combine with Glowforge was terminated in Q4 2023, indicating a shift in strategic direction [238]. - The company signed a non-binding letter of intent for a business combination with Glowforge Inc. on July 26, 2023 [266]. - A business combination agreement was entered into on August 22, 2024, with Tactical Resources Corp. to amalgamate under British Columbia law [286]. - The company has until January 30, 2025, to complete a Business Combination, after which a mandatory liquidation will occur if not consummated [292]. - The company extended the deadline to complete its initial business combination to January 30, 2025 [284]. Compliance and Regulatory Matters - The company received a notice from Nasdaq indicating that its Market Value of Listed Securities was below the $35 million minimum requirement [282]. - On July 30, 2024, the company received a notice from Nasdaq indicating non-compliance with the requirement to complete a business combination within 36 months of the IPO [300]. Liabilities and Financial Obligations - As of September 30, 2024, the company held cash of $115,044 and current liabilities of $2,509,011 [263]. - The principal balance of a promissory note with Mercury Capital is payable upon the consummation of an initial business combination, with no interest accruing on the unpaid balance [299]. - The company incurred significant costs in pursuit of its initial business combination, with a potential need for additional financing [273]. - The company has a success fee agreement with a consultant for $200,000 upon the closing of a business combination, effective from August 10, 2024 [243]. Shareholder Matters - As of September 30, 2024, the company had 3,149,199 Class A ordinary shares issued and outstanding, with 2,284,199 shares subject to possible redemption [250]. - The holders of certain units have registration rights to require the company to register a sale of their securities, with the company bearing the associated expenses [294]. - The fair value of the Founder Warrants and Private Placement Warrants was set at $0.07 and $0.06 per warrant as of September 30, 2024, respectively [254]. - The company had no off-balance sheet arrangements as of September 30, 2024, or December 31, 2023 [293].

IPO and Fundraising - The Company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit[113]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[113]. - The net proceeds of approximately $282.5 million from the IPO and related transactions were placed in a Trust Account, to be invested in U.S. government securities[116]. Business Combination and Agreements - A non-binding letter of intent for a business combination with Glowforge Inc. was signed on July 26, 2023, but was terminated in Q4 2023[128][130]. - On August 22, 2024, the Company entered into a business combination agreement with Pubco and Tactical Resources Corp.[131]. - The Company extended the deadline to complete a business combination to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[125][126]. - The Company expects to incur significant costs in pursuit of its initial business combination and cannot assure successful completion[120]. - The company has until January 30, 2025, to complete a business combination, after which a mandatory liquidation will occur if not completed[146]. Financial Performance - For the three months ended June 30, 2024, the company recorded a net income of $407,059, driven by a gain on fair value of warrant liability of $723,550 and interest and dividend income of $283,319[135]. - For the six months ended June 30, 2024, the company reported a net income of $258,823, with interest and dividend income of $1,375,300, partially offset by operating costs of $995,885 and a loss on changes in fair value of warrant liability of $120,592[138]. - For the six months ended June 30, 2024, net cash used in operating activities was $444,477, with interest and dividend income of $1,375,300 partially offset by changes in working capital[139]. Cash and Liabilities - As of June 30, 2024, the Company held cash of $49,390 and current liabilities of $1,220,250[120]. - As of June 30, 2024, the company had cash of $49,390 held outside the Trust Account and a working capital deficit of $1,109,289, which may not be sufficient for operations for at least the next 12 months[145]. - The company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination, with the expectation that interest income will cover income tax obligations[142]. - The outstanding balance under the Sponsor Promissory Note as of June 30, 2024, was $718,867[161]. Loans and Financial Arrangements - The company entered into a $1,500,000 Working Capital Loan in August 2023 to cover monthly Trust Account contributions and other working capital needs[145]. - The Working Capital Loan was forgiven by the Sponsor on December 27, 2023, with an aggregate fair value of $123,500 upon forgiveness[161]. Shareholder Actions - 13,532,591 Class A ordinary shares were redeemed for approximately $140,838,808 at a redemption price of about $10.41 per share[159]. - After redemptions, approximately $153,169,659 remained in the Company's trust account[159]. - 2,284,199 Class A ordinary shares subject to possible redemption remained outstanding after the last redemption[159]. Accounting and Regulatory Matters - The Company has identified critical accounting estimates that could materially affect financial condition, including the valuation of Public and Private Placement Warrants[165]. - The initial fair value of the Public Warrants was estimated using a binomial/lattice model[164]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, effective for annual periods beginning after December 15, 2024[166]. Compensation and Fees - The Chief Financial Officer is entitled to a service fee of $12,500, paid semi-monthly, until the initial business combination is completed[156]. - The Company recorded a success fee of $50,000 contingent upon the closing of the initial business combination[156].

IPO and Business Combination - The Company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit, with offering costs of approximately $13.75 million[116]. - Following the IPO, approximately $282.5 million of net proceeds were placed in a Trust Account, which will be invested in U.S. government securities or money market funds until a Business Combination is completed[119]. - The Company extended the deadline to complete a business combination from July 30, 2023, to July 30, 2024, with shareholders redeeming 13,532,591 Class A ordinary shares for approximately $140.8 million[127]. - On January 29, 2024, the Company extended the deadline for its initial business combination to January 30, 2025, with shareholders redeeming 12,433,210 Class A ordinary shares for approximately $134.1 million[129]. - The Company entered into a business combination agreement with Pubco and Tactical Resources Corp. on August 22, 2024, to amalgamate under the Business Corporations Act of British Columbia[132]. - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Units, primarily intended for consummating a Business Combination[120]. - The Company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[121]. - The Company signed a non-binding letter-of-intent for a business combination with Glowforge Inc. on July 26, 2023, which was later terminated in Q4 2023[131]. Financial Performance - For the three months ended March 31, 2024, the company recorded a net loss of $148,236, resulting from operating and formation costs of $396,075 and a loss on the changes in fair value of warrant liability of $844,142, partially offset by interest and dividend income of $1,091,981[136]. - For the three months ended March 31, 2023, the company recorded a net income of $2,120,863, primarily from interest and dividend income of $3,040,790 on investments held in the Trust Account[137]. - As of March 31, 2024, the company had cash of $40,944 held outside the Trust Account and a working capital deficit of $579,649, which may not be sufficient for operations for at least the next 12 months[146]. - The company incurred net cash used in operating activities of $215,423 for the three months ended March 31, 2024, primarily due to various expenses including stock-based compensation and changes in working capital[138]. - The company had net cash provided by investing activities of $133,609,215 for the three months ended March 31, 2024, due to cash withdrawn from the Trust Account to pay redeeming shareholders[140]. - The company had net cash used in financing activities of $133,352,848 for the three months ended March 31, 2024, primarily due to payments to redeeming shareholders[140]. - The company intends to use substantially all remaining funds in the Trust Account to complete its initial business combination and may withdraw interest income to pay income taxes[142]. - The company may incur significant costs in pursuit of its initial business combination and may need additional financing to complete it[144]. Shareholder Redemptions - As of January 29, 2024, 12,433,210 Class A ordinary shares were tendered for redemption, totaling approximately $134,059,215, leaving $24,629,032 in the Company's Trust Account[159]. - Approximately 13,532,591 Class A ordinary shares were redeemed at a price of approximately $10.41 per share, totaling around $140,838,808[159]. - The Company recognizes changes in redemption value immediately, adjusting the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period[160]. Debt and Financing - The Original Sponsor and the Sponsor agreed to pay $112,500 in extension contributions in December 2023 and January 2024[134]. - The principal balance of the Sponsor Promissory Note is payable upon the consummation of an initial business combination, with no interest accruing on the unpaid balance[157]. - The outstanding balance under the Sponsor Promissory Note as of March 31, 2024, was $481,367[161]. - The aggregate fair value of the Working Capital Loan upon issuance was $219,441, which was forgiven by the Sponsor on December 27, 2023[161]. - The Company entered into a Subscription Agreement allowing the Sponsor to raise up to $1,500,000 to fund extension payments and working capital[152]. Accounting and Regulatory Matters - The initial fair value of the Public Warrants was estimated using a binomial/lattice model, while the fair value of the Founder and Private Placement Warrants was set equal to the fair value of the Public Warrants due to lack of meaningful volatility[164]. - The Company has identified critical accounting estimates that could materially affect financial condition, including the valuation of Public and Private Placement Warrants[165]. - The FASB issued ASU 2023-09, effective after December 15, 2024, aimed at enhancing income tax disclosures, which the Company is currently evaluating[166]. - The Company has classified all Public Shares outside of permanent equity due to redemption provisions not solely within its control[159].

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit, with offering costs of approximately $13.75 million[19]. - An additional 3.25 million units were sold through an over-allotment option, generating approximately $32.5 million in gross proceeds[19]. - The private placement generated gross proceeds of $8 million from the sale of 800,000 units at $10.00 per unit[20]. - As of December 31, 2023, approximately $282.5 million was placed in a trust account, which will be invested in U.S. government securities until a business combination is completed[21]. Trust Account and Redemptions - Following a shareholder redemption on July 27, 2023, approximately $153.17 million remained in the trust account after $140.84 million was redeemed at approximately $10.41 per share[26]. - A subsequent redemption on January 26, 2024, resulted in $24.63 million remaining in the trust account after $134.06 million was redeemed at approximately $10.78 per share[29]. - The company anticipates a redemption price of approximately $10.00 per public share upon completion of the initial business combination[52]. - Redemptions will not proceed if the business combination does not close, and all shares submitted for redemption will be returned[53]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the public offering without prior consent, which aims to discourage large block accumulations[61]. - The company has 24 months from the closing of the public offering to consummate an initial business combination, or it will cease operations and redeem public shares at a per-share price equal to the aggregate amount in the Trust Account[68]. - If the initial business combination is not completed, public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for the applicable pro rata share of the Trust Account[67]. - The per-share redemption amount upon dissolution is expected to be $10.00, but may be subject to claims from creditors[72]. - The company will not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001 to avoid SEC's "penny stock" rules[70]. - The company anticipates that funds for dissolution expenses will be funded with up to $100,000 from the Trust Account[71]. Business Combination and Partner Selection - The company has not yet selected a prospective partner for its initial business combination and has not initiated substantive discussions with any potential candidates as of December 31, 2023[32]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available in the trust account[33]. - The evaluation of prospective partner businesses will include extensive due diligence, including meetings with management, document reviews, and financial assessments[37]. - The company is not prohibited from pursuing a business combination with an affiliated company, but will seek an independent valuation opinion to ensure fairness[35]. - The company may complete a business combination without seeking shareholder approval if not required by law or stock exchange rules[87]. - The company may depend entirely on the future performance of a single business post-combination, increasing risk due to lack of diversification[39]. - The initial business combination may subject the company to negative economic, competitive, and regulatory developments impacting the specific industry[40]. - There is uncertainty regarding the management team's ability to effectively manage the combined company post-business combination[41]. - The company may face significant competition for business combination opportunities, which could limit its ability to complete an initial business combination[103]. - The company may pursue business combinations with private companies, which often have limited public information available, increasing the risk of unprofitable acquisitions[141]. Shareholder Approval and Voting - Shareholder approval may be required for the initial business combination if certain conditions are met, such as issuing over 20% of outstanding shares[45]. - A majority vote from shareholders is required for the initial business combination to be approved, with 35.9% of public shares needed for approval[56]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for a business combination, limiting potential partners[92]. - The company has not specified a maximum redemption threshold, which may allow it to complete a business combination even if a majority of shareholders disagree[142]. - The company’s Sponsor and management team own 34.12% of the outstanding ordinary shares, which may influence shareholder approval for business combinations[91]. Financial Risks and Concerns - As of December 31, 2023, the company had $0 in cash held outside of the Trust Account, raising concerns about its ability to continue as a going concern[84]. - The company may need to rely on loans from its Sponsor or affiliates to fund its search for a prospective partner business[107]. - The funds in the Trust Account will be invested in U.S. government treasury bills, which could yield negative interest rates, potentially reducing the per-share redemption amount[108]. - The company may face bankruptcy risks that could deplete the Trust Account, potentially reducing the per-share amount received by shareholders to approximately $10.00 or less upon liquidation[111]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value[133]. - The company may face challenges in obtaining additional financing for the initial business combination, which could lead to restructuring or abandonment of the deal[150]. Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified as of December 31, 2023, which could lead to misstatements in financial statements[159]. - Management has implemented remediation steps to improve internal controls, but effectiveness cannot be guaranteed[161]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition[155]. - The company’s tax obligations may become more complex and burdensome post-business combination, potentially affecting shareholder returns[157]. - The company may be subject to significant tax obligations in multiple jurisdictions if the business combination involves operations outside the United States[158]. Conflicts of Interest - The company may face conflicts of interest if it engages in business combinations with entities affiliated with its sponsor, executive officers, or directors[129]. - The management team may face conflicts of interest due to their involvement in other business activities, potentially affecting the completion of the initial business combination[185]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting a prospective partner business[183]. - The company has not adopted a policy prohibiting directors and officers from having financial interests in transactions, which may lead to conflicts of interest[189]. - The independent directors may choose not to enforce indemnification obligations against the sponsor, potentially reducing funds available for public shareholders[128]. Share Structure and Securities - The company may issue up to 200,000,000 Class A ordinary shares, with 184,417,591 authorized but unissued shares available for issuance[208]. - Holders of Class A ordinary shares will not have voting rights on director appointments until after the initial business combination[195]. - The company may issue additional shares under an employee incentive plan after the initial business combination, which could dilute existing shareholders' interests[207]. - The company’s Second Amended and Restated Memorandum and Articles of Association allow for the conversion of Class B ordinary shares into Class A ordinary shares at the time of the initial business combination[208]. - The company may issue a substantial number of additional Class A ordinary shares or preference shares to complete its initial business combination or under an employee incentive plan[209]. - Issuing additional shares may significantly dilute the equity interest of investors in the public offering, especially if Class B ordinary shares convert to Class A ordinary shares at a greater than one-to-one ratio[210]. Warrant and Liability Issues - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 for any 20 trading days within a 30 trading-day period[217]. - The warrants will be accounted for as a warrant liability and recorded at fair value upon issuance, which may adversely affect the market price of Class A ordinary shares[213]. - The company utilized a binomial/lattice model for the initial valuation of the Public Warrants and a Black-Scholes Option Pricing model for the Founder Warrants and Private Placement Warrants[213]. - The company may amend the terms of the warrants in a manner that could be adverse to holders of public warrants with the approval of at least 50% of the then-outstanding public warrants[211]. - The warrant agreement designates the courts of the State of New York as the exclusive forum for certain types of actions, which may limit the ability of warrant holders to obtain a favorable judicial forum[214].

Financial Performance - For the three months ended September 30, 2023, the company recorded net income of $1,883,025, primarily from interest and dividend income of $2,596,438 [155]. - For the nine months ended September 30, 2023, net income was $7,947,874, driven by interest and dividend income of $9,090,382 and a gain on receivable related to potential business combination of $374,975 [157]. - The company incurred net cash used in operating activities of $742,860 for the nine months ended September 30, 2023, reflecting ongoing operational costs [159]. - For the nine months ended September 30, 2023, net cash used in financing activities was $140,113,808, primarily due to cash payments to redeeming shareholders totaling $140,838,808 [163]. Cash and Liabilities - As of September 30, 2023, the company held cash of $259,009 and current liabilities of $1,428,807, indicating a decrease in cash from $726,869 as of December 31, 2022 [145]. - As of September 30, 2023, the company had cash of $259,009 held outside the Trust Account and a working capital deficit of $1,126,141, which may not be sufficient for operations over the next 12 months [169]. - The company entered into a $1,500,000 Working Capital Loan in August 2023 to cover monthly Trust Account contributions and other working capital needs [169]. - As of September 30, 2023, the principal amount outstanding under the Working Capital Loan was $725,000, with a fair value of $154,200 [180]. Business Combination and Shareholder Actions - The company held an Extraordinary General Meeting on July 27, 2023, where shareholders approved an extension to complete the initial business combination until July 30, 2024 [148]. - Following the extension proposal, 13,532,591 Class A ordinary shares were redeemed for approximately $10.41 per share, totaling an aggregate redemption amount of $140,838,808 [150]. - The company signed a non-binding letter of intent for a business combination with Glowforge Inc. on July 26, 2023, with further details expected in Q4 2023 [152]. - The company has until July 30, 2024, to complete a Business Combination, after which a mandatory liquidation will occur if not completed [170]. Financing and Costs - The company has a Working Capital Loan facility of $1,500,000 from a newly formed affiliate of the Sponsor to cover monthly payments and operating expenses [151]. - The company expects to incur significant costs in pursuit of its initial business combination, which may lead to insufficient funds to operate if a combination is not completed [168]. - The company may need to seek additional financing to complete its business combination or to redeem a significant number of Public Shares [168]. - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $5,650,000, upon the closing of the IPO and partial exercise of the over-allotment option [174]. IPO and Off-Balance Sheet Arrangements - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit, with offering costs of approximately $13.75 million [139]. - The company has no off-balance sheet arrangements as of September 30, 2023 [172].

Financial Performance - For the three months ended June 30, 2023, the company recorded net income of $3,943,986, primarily from interest and dividend income of $3,453,154 and a gain on fair value of warrant liability of $844,141 [155]. - The company recorded net income of $6,064,849 for the six months ended June 30, 2023, driven by interest and dividend income of $6,493,944 and a gain on receivable related to potential business combination of $374,975 [158]. - The company has incurred significant operational costs, with net cash used in operating activities of $422,356 for the six months ended June 30, 2023 [160]. - The company has incurred and expects to continue incurring significant costs in pursuit of its initial business combination, raising concerns about its ability to continue as a going concern [171]. Cash and Liabilities - As of June 30, 2023, the company held cash of $304,513 and current liabilities of $1,141,554, indicating a decrease in cash from $726,869 as of December 31, 2022 [145]. - As of June 30, 2023, the company had $304,513 in cash held outside of the Trust Account and a working capital deficit of $776,843, which may not be sufficient for operations for at least the next 12 months [169]. - The company must complete one or more initial business combinations with an aggregate fair market value of at least 80% of the net assets held in the Trust Account [143]. Business Combination and Extensions - An Extraordinary General Meeting on July 27, 2023, approved an extension for the company to consummate its initial business combination until July 30, 2024, with 13,532,591 Class A ordinary shares redeemed for approximately $140,838,808 [150]. - The company signed a non-binding letter-of-intent for a business combination with Glowforge Inc. on July 26, 2023, with expectations to announce further details in Q4 2023 [152][153]. - The company has until July 30, 2024, to complete a business combination, after which mandatory liquidation will occur if not completed [170]. Financing and Operational Support - The company has a commitment from its Sponsor to make monthly payments of $225,000 to cover operational expenses during the extension period [150]. - The company may need to obtain additional financing to complete its business combination or to redeem a significant number of Public Shares [168]. - Up to $1,500,000 of loans from the Sponsor or affiliates may be convertible into units of the post-business combination company at a price of $10.00 per unit [166]. IPO and Shareholder Matters - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 Units at $10.00 per Unit, with offering costs of approximately $13.75 million [138]. - The underwriters were paid a cash underwriting discount of $0.20 per unit, totaling $5,650,000, upon the closing of the IPO and partial exercise of the over-allotment option [175]. - All 28,250,000 Class A ordinary shares sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance [178]. - The company recognizes changes in the redemption value of ordinary shares immediately and adjusts the carrying value accordingly [179]. Valuation and Accounting - The initial fair value of Public Warrants was estimated using a binomial/lattice model, while the fair value of Founder and Private Placement Warrants was set equal to that of Public Warrants due to lack of meaningful volatility [182]. - As of June 30, 2023, the company had no cash flows from investing or financing activities, indicating a focus on operational and strategic activities [162][163].

Financial Position - As of March 31, 2023, the company held cash of $343,009 and current liabilities of $1,303,590[140] - The company has a working capital deficit of $423,534 as of March 31, 2023, which may not be sufficient for operations over the next 12 months[155] Income and Expenses - For the three months ended March 31, 2023, the company recorded net income of $2,120,863, primarily from interest and dividend income of $3,040,790[144] - The company incurred operating and formation costs of $450,768 for the three months ended March 31, 2023[144] - The company expects to continue incurring significant costs in pursuit of its initial business combination[154] Business Combination - The company must complete a business combination by July 30, 2023, or face mandatory liquidation[156] - The company has recorded a receivable of $374,975 related to potential business combination expenses as of March 31, 2023[142] - The company has not generated any operating revenues to date and does not expect to until after completing a business combination[143] - The company intends to use substantially all funds in the Trust Account to complete its initial business combination[151] IPO and Underwriting - The company generated gross proceeds of $250.0 million from its IPO, with offering costs of approximately $13.75 million[133] - Underwriters partially exercised the over-allotment option to purchase an additional 3,250,000 Units at an offering price of $10.00 per Unit, totaling $32,500,000[159] - The cash underwriting discount paid to underwriters was $0.20 per Unit, amounting to $5,650,000 in total, with an additional deferred fee of $0.35 per Unit, totaling $9,887,500[160] Share and Warrant Classification - A total of 28,250,000 Class A ordinary shares sold in the IPO contain a redemption feature, classified outside of permanent equity due to SEC guidance[163] - Changes in redemption value of redeemable ordinary shares are recognized immediately, adjusting the carrying value to equal the redemption value at each reporting period[164] - Warrants are classified as either equity or liability based on specific terms and applicable guidance, with assessments conducted at issuance and quarterly[165] - For warrants meeting equity classification criteria, they are recorded as additional paid-in capital; otherwise, they are recorded at fair value[166] - The initial fair value of Public Warrants was estimated using a binomial/lattice model, while the fair value of Founder and Private Placement Warrants was set equal to Public Warrants due to volatility issues[166] Accounting Standards and Reporting - Management believes that recently issued accounting standards will not materially affect the financial statements[167] - The company is classified as a smaller reporting company, making certain market risk disclosures not applicable[168]

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit, with offering costs of approximately $13.75 million[21]. - An additional 3,250,000 units were sold under the over-allotment option, generating approximately $32.5 million in gross proceeds[21]. - The private placement of 800,000 units at $10.00 per unit generated gross proceeds of $8.0 million, and an additional 65,000 units raised $650,000[22]. - Approximately $250.0 million of the net proceeds from the IPO and certain private placement proceeds were placed in a trust account, to be invested in U.S. government securities[23]. - The company has $272,612,500 in net proceeds from the public offering and private placement units available for initial business combination[148]. Business Combination Requirements - The company must complete one or more initial business combinations with an aggregate fair market value of at least 80% of the net assets held in the trust account[25]. - If a business combination is not completed within 24 months from the IPO, the company will redeem public shares at a price equal to the amount in the trust account, minus certain expenses[26]. - The company must consummate an initial business combination within 24 months from the closing of the public offering, which may limit negotiation leverage with prospective partner businesses[100]. - The company may not hold a shareholder vote for the initial business combination if not required by law, potentially allowing completion without majority shareholder support[91]. - The company must maintain net tangible assets of at least $5,000,001 to avoid being classified as a "penny stock" under SEC rules[96]. Redemption Rights and Procedures - Public shareholders will have the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the Trust Account, calculated two business days prior to the business combination[51]. - The company will not redeem public shares if the business combination does not close, even if a shareholder has elected to redeem[51]. - Shareholders can withdraw their redemption requests up to two business days before the scheduled vote on the business combination[66]. - Public shareholders must tender their shares or deliver them electronically to exercise redemption rights, with a deadline of two business days prior to the scheduled vote on the business combination[63]. - If the initial business combination is not completed within 24 months from the public offering, the company will redeem public shares at a per-share price equal to the amount in the Trust Account, which could be less than $10.00[70]. Financial Condition and Risks - As of December 31, 2022, the company had $726,869 in cash held outside of the Trust Account and a working capital deficit of $347,748, which may not be sufficient for operations for at least the next 12 months[88]. - The company may face challenges in completing a business combination due to the impact of COVID-19 and other unforeseen events on financial markets and business operations[101]. - The company may depend on loans from its sponsor or affiliates to fund its search for a prospective partner business if net proceeds are insufficient[116]. - The company may face bankruptcy claims that could reduce the per-share amount received by shareholders during liquidation, potentially lowering it below $10.00 per public share[122]. - The company may face significant tax obligations in multiple jurisdictions if the business combination involves operations outside the United States, increasing complexity and risk[169]. Management and Operational Challenges - The management team will conduct extensive due diligence on prospective partner businesses, including meetings with management and reviews of financial information[35]. - Key personnel of an acquisition candidate may resign after the initial business combination, negatively affecting operations and profitability[174]. - The unexpected loss of key personnel could adversely affect the company's ability to operate and achieve profitability post-combination[188]. - Conflicts of interest may arise as executive officers and directors allocate their time between various business activities, potentially hindering the completion of the initial business combination[194]. - The company may seek complex acquisition opportunities that require significant operational improvements, which could delay achieving desired results[181]. Shareholder Influence and Rights - A total of 8,975,001 public shares, or 35.9% of the 25,000,000 public shares sold in the public offering, must be voted in favor of the initial business combination for approval[57]. - The sponsor owns 20% of the outstanding ordinary shares, which may influence the likelihood of receiving requisite shareholder approval for business combinations[95]. - Initial shareholders will own 20% of the issued and outstanding ordinary shares upon closing of the public offering, potentially exerting substantial influence over shareholder votes[163]. - The company has authorized the issuance of up to 200 million Class A ordinary shares, with 170,885,000 available for issuance, which could dilute shareholder interests[215]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could further dilute existing shareholders[216]. Regulatory and Compliance Issues - The company must ensure that investment securities do not constitute more than 40% of its assets to avoid being classified as an investment company[124]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete initial business combinations[128]. - The SEC's proposed rules may materially impact the company's ability to complete initial business combinations and increase associated costs[129]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the prospective partner business is not compliant[167]. - The company is not required to obtain an independent valuation opinion for the price paid in business combinations, relying instead on its board's judgment[135]. Warrant and Shareholder Rights - The company may amend the terms of the public warrants with the approval of at least 50% of the then-outstanding public warrants[219]. - The company can redeem unexpired warrants prior to their exercise, potentially making them worthless[219]. - The existence of registration rights for initial shareholders may complicate the completion of the initial business combination and adversely affect the market price of Class A ordinary shares[214]. - If the Class A ordinary shares are not registered, warrant holders may only exercise their warrants on a cashless basis, resulting in fewer shares received[210]. - The terms of private placement warrants may also be amended with the approval of 50% of the then outstanding private placement warrants[219].