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].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $542,884, driven by interest and dividend income of $1,275,127 from investments held in the Trust Account[153]. - For the nine months ended September 30, 2022, the company recorded a net income of $6,769,548, resulting from a gain on fair value of warrant liability of $6,949,642 and interest income of $1,684,938[155]. - The company incurred net cash used in operating activities of $1,120,106 for the nine months ended September 30, 2022, primarily due to changes in fair value of the warrant liability[157]. Initial Public Offering (IPO) - 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[144]. - 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[167]. - A cash underwriting discount of $0.20 per Unit was paid, amounting to $5,650,000 in total, with an additional deferred fee of $0.35 per Unit, totaling $9,887,500[168]. Financial Position - As of September 30, 2022, the company held cash of $1,004,079 and current liabilities of $697,140, compared to cash of $2,124,185 and current liabilities of $193,254 as of December 31, 2021[151]. - As of September 30, 2022, the company had no off-balance sheet arrangements[166]. - The company has 28,250,000 Class A ordinary shares subject to possible redemption, which are classified outside of permanent equity due to redemption provisions[171]. Business Combination - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[152]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with the remaining proceeds potentially used for working capital[163]. - If the company fails to complete a business combination within the Combination Period, it will redeem Public Shares at a per-share price equal to the amount in the Trust Account[150]. - The company has incurred significant costs in pursuit of its initial business combination and may need additional financing to complete it[165]. Shareholder Equity - Changes in redemption value of redeemable ordinary shares are recognized immediately, adjusting the carrying value to equal the redemption value at each reporting period[172]. - Warrants are assessed for classification as either equity or liability based on specific terms, with initial fair value estimated using binomial/lattice and Black-Scholes models[175].

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%201%20-%20FINANCIAL%20INFORMATION) This section presents the financial information for Alpha Partners Technology Merger Corp [Condensed Financial Statements](index=4&type=section&id=Item%201.%20CONDENSED%20FINANCIAL%20STATEMENTS) This section presents Alpha Partners Technology Merger Corp.'s unaudited condensed financial statements, detailing its balance sheets, operations, shareholder deficit, and cash flows [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2022, total assets were $284.7 million, liabilities $11.7 million, and shareholders' deficit improved to $9.9 million from $15.7 million Condensed Balance Sheet Summary (as of June 30, 2022 vs. December 31, 2021) | Metric | June 30, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,392,907 | $2,124,185 | | Investments held in Trust Account | $282,918,132 | $282,508,321 | | **Total Assets** | **$284,703,486** | **$285,166,743** | | **Liabilities & Shareholders' Deficit** | | | | Warrant liabilities | $1,258,767 | $8,276,150 | | Deferred underwriting fee payable | $9,887,500 | $9,887,500 | | **Total Liabilities** | **$11,666,983** | **$18,356,904** | | Class A ordinary shares subject to possible redemption | $282,918,132 | $282,508,321 | | **Total Shareholders' Deficit** | **($9,881,629)** | **($15,698,482)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Net income for the three and six months ended June 30, 2022, was $3.0 million and $6.2 million, primarily due to non-cash gains from warrant liabilities Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Operating and formation costs | ($575,990) | ($1,200,530) | | Interest and dividend income on investments | $381,481 | $409,811 | | Change in fair value of warrant liabilities | $3,203,124 | $7,017,383 | | **Net income** | **$3,008,615** | **$6,226,664** | | Basic and diluted net income per share, Class A | $0.08 | $0.17 | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Shareholders' deficit improved from $15.7 million to $9.9 million by June 30, 2022, driven by $6.2 million net income - The total shareholders' deficit decreased from **$(15,698,482)** on January 1, 2022, to **$(9,881,629)** on June 30, 2022[19](index=19&type=chunk) - The primary drivers for the change in shareholders' deficit during the first six months of 2022 were net income of **$6,226,664** and remeasurement of Class A ordinary shares to redemption amount totaling **$(409,811)**[19](index=19&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $731,278 for the six months ended June 30, 2022, with cash decreasing to $1.4 million Cash Flow Summary (Six Months Ended June 30, 2022) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($731,278) | | Net cash provided by financing activities | $0 | | **Net Change in Cash** | **($731,278)** | | Cash - Beginning of period | $2,124,185 | | **Cash - End of period** | **$1,392,907** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) Notes detail the company's blank check status, going concern warning, warrant liability classification, and related party transactions - The Company is a blank check company formed to effect a Business Combination and has not commenced any operations, with a 24-month deadline from its IPO closing (July 30, 2021) to complete a transaction[25](index=25&type=chunk)[38](index=38&type=chunk) - Management has determined that the company's liquidity condition and the July 30, 2023, deadline to complete a Business Combination raise substantial doubt about its ability to continue as a going concern[45](index=45&type=chunk) - The company accounts for its public, private, and founder warrants as liabilities at fair value, with changes recognized in the statement of operations due to terms precluding equity classification under ASC 815-40[113](index=113&type=chunk)[116](index=116&type=chunk) - The fair value of warrant liabilities decreased significantly, resulting in a gain of **$7.0 million** for the six months ended June 30, 2022, with Founder and Private Placement Warrants estimated at **$0.12** each as of June 30, 2022, down from **$0.78** at year-end 2021[130](index=130&type=chunk)[128](index=128&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's financial condition and results, highlighting its non-operating nature, reliance on non-cash gains, and liquidity challenges as a blank check company - The company's activities are limited to organizational tasks and identifying a target for a business combination, having generated no operating revenues to date[144](index=144&type=chunk) - Net income for the six months ended June 30, 2022, was **$6.2 million**, primarily from a **$7.0 million** non-cash gain on warrant liability fair value, offset by **$1.2 million** in operating costs[146](index=146&type=chunk) - As of June 30, 2022, the company had **$1,392,907** in cash held outside the Trust Account to fund its search for a business combination and other operating expenses[151](index=151&type=chunk) - The company has a deferred underwriting commission of **$9,887,500**, payable from the Trust Account only upon Business Combination completion[158](index=158&type=chunk) - Management acknowledges that the company may have insufficient funds to operate for the next year and may need to obtain additional financing to complete a business combination[155](index=155&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not applicable as the company is a smaller reporting company - The company is a smaller reporting company and is therefore not required to provide the information requested under this item[168](index=168&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective due to a material weakness in accounting for complex financial instruments, with remediation efforts underway - A material weakness was identified in the company's internal control over financial reporting concerning the accounting for complex financial instruments, leading to initial misclassification of warrants as equity instead of liabilities[170](index=170&type=chunk) - As of June 30, 2022, management concluded that the company's disclosure controls and procedures were not effective due to this material weakness[171](index=171&type=chunk) - Remediation efforts are underway, including enhancing processes to apply complex accounting standards and increasing consultation with third-party professionals[172](index=172&type=chunk) [PART II - OTHER INFORMATION](index=31&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides other required information, including legal proceedings, risk factors, and exhibits [Legal Proceedings](index=31&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company reports no legal proceedings to disclose - The company has no legal proceedings to report[173](index=173&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20RISK%20FACTORS) Updated risk factors include potential adverse effects from SEC's proposed SPAC rules and geopolitical instability impacting business combination efforts - The SEC's proposed rules on SPACs, issued March 30, 2022, may adversely affect the company's ability to negotiate and complete its Business Combination and could increase related costs and time[176](index=176&type=chunk) - Geopolitical conditions, particularly the invasion of Ukraine by Russia and subsequent sanctions, could materially and adversely affect the company's search for a Business Combination and the operations of a potential target business[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&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 - The company reports 'None' for this item[181](index=181&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports no defaults upon senior securities - The company reports 'None' for this item[182](index=182&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - This item is not applicable[183](index=183&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20OTHER%20INFORMATION) The company reports no other information - The company reports 'None' for this item[184](index=184&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20EXHIBITS) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and XBRL data - The exhibits filed with the report include certifications from the Principal Executive Officer and Principal Financial Officer, as required by the Sarbanes-Oxley Act, and XBRL interactive data files[186](index=186&type=chunk)

PART I—FINANCIAL INFORMATION [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20CONDENSED%20FINANCIAL%20STATEMENTS) Alpha Partners Technology Merger Corp.'s unaudited Q1 2022 financial statements reflect pre-business combination status, dominated by trust account investments and net income from warrant liability revaluation [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2022, total assets were $284.8 million, primarily trust account investments, with $14.7 million in liabilities and a $12.5 million shareholders' deficit Condensed Balance Sheet Highlights (as of March 31, 2022) | Category | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,740,087 | $2,124,185 | | Investments held in Trust Account | $282,536,651 | $282,508,321 | | **Total Assets** | **$284,768,437** | **$285,166,743** | | **Liabilities & Shareholders' Deficit** | | | | Warrant liabilities | $4,461,891 | $8,276,150 | | Deferred underwriting fee payable | $9,887,500 | $9,887,500 | | **Total Liabilities** | **$14,740,549** | **$18,356,904** | | Class A ordinary shares subject to possible redemption | $282,536,651 | $282,508,321 | | **Total Shareholders' Deficit** | **($12,508,763)** | **($15,698,482)** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Q1 2022 net income of $3.2 million was primarily driven by a $3.8 million non-cash gain on warrant liabilities, offsetting operating costs Condensed Statement of Operations Summary | Item | Three Months Ended March 31, 2022 | Period from Feb 5, 2021 to Mar 31, 2021 | | :--- | :--- | :--- | | Operating and formation costs | ($624,540) | ($11,764) | | Interest and dividend income on investments | $28,330 | $0 | | Change in fair value of warrant liabilities | $3,814,259 | ($1,030,208) | | **Net income (loss)** | **$3,218,049** | **($2,255,514)** | | **Basic and diluted net income (loss) per share** | **$0.09** | **($0.36)** | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Shareholders' deficit improved from $15.7 million to $12.5 million in Q1 2022, primarily due to a $3.2 million net income - The shareholders' deficit decreased from **$15.7 million** to **$12.5 million** during the first quarter of 2022, primarily due to the net income of **$3.2 million**[20](index=20&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $384,098 for Q1 2022, with no financing or investing activities, ending with $1.74 million cash Cash Flow Summary (Three Months Ended March 31, 2022) | Category | Amount | | :--- | :--- | | Net cash used in operating activities | ($384,098) | | Net cash provided by financing activities | $0 | | **Net Change in Cash** | **($384,098)** | | Cash—Beginning of period | $2,124,185 | | **Cash—End of period** | **$1,740,087** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) Notes detail the company's blank check nature, going concern doubt due to limited liquidity, warrant accounting, and commitments - The Company is a blank check company formed to effect a Business Combination and has **24 months** from its IPO to do so[27](index=27&type=chunk)[39](index=39&type=chunk) - Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to its liquidity condition, as cash held outside the trust account may be insufficient to operate for the next **12 months**[43](index=43&type=chunk)[44](index=44&type=chunk) - Warrants are accounted for as liabilities at fair value, with changes recognized in the statement of operations, due to specific terms precluding equity classification under ASC 815-40[56](index=56&type=chunk)[100](index=100&type=chunk) - The company has a commitment to pay an affiliate of the Sponsor **$55,000 per month** for administrative support services[84](index=84&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the blank check company's Q1 2022 net income of $3.2 million, limited liquidity of $1.74 million, and potential need for additional financing - The company is a blank check company with the purpose of effectuating a business combination, with activities focused on organization, IPO, and target search[117](index=117&type=chunk)[126](index=126&type=chunk) - For Q1 2022, net income of **$3,218,049** was driven by a **$3,814,259** gain on the fair value of warrant liability, offsetting **$624,540** in operating costs[127](index=127&type=chunk) - As of March 31, 2022, the company had **$1,740,087** in cash held outside the Trust Account to fund its search for a business combination and other operating expenses[132](index=132&type=chunk) - The company may have insufficient funds to operate for the next year and may need to obtain additional financing from its Sponsor or affiliates to complete a business combination[135](index=135&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not applicable as the company qualifies as a smaller reporting company - The company is a smaller reporting company and is not required to provide the information under this item[147](index=147&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Disclosure controls were ineffective as of March 31, 2022, due to a material weakness in warrant accounting, with remediation efforts underway - A material weakness was identified in internal control over financial reporting due to the incorrect initial accounting for warrants as equity instead of liabilities[149](index=149&type=chunk) - As a result of the material weakness, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were not effective as of March 31, 2022[150](index=150&type=chunk) - Remediation efforts are underway, including enhancing processes to identify and apply complex accounting standards[152](index=152&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company reports no legal proceedings - None[153](index=153&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20RISK%20FACTORS) Key risks include adverse effects from proposed SEC SPAC rules and geopolitical conditions impacting business combination efforts - Proposed SEC rules from March 30, 2022, relating to SPACs could materially and adversely affect the company's ability to negotiate and complete its Business Combination and may increase related costs and time[156](index=156&type=chunk) - The company's search for a Business Combination may be materially and adversely affected by geopolitical conditions resulting from the invasion of Ukraine by Russia, which could lead to market disruptions, volatility, and supply chain interruptions[157](index=157&type=chunk)[158](index=158&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&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 during the period - None[160](index=160&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports no defaults upon senior securities - None[161](index=161&type=chunk) [Item 4. Mine Safety Disclosures](index=29&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[162](index=162&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20OTHER%20INFORMATION) The company reports no other information - None[163](index=163&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20EXHIBITS) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents - Exhibits filed with the report include Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906, as well as various Inline XBRL files[165](index=165&type=chunk)

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[20]. - An additional 3,250,000 units were sold under the over-allotment option, generating approximately $32.5 million in gross proceeds[20]. - The private placement of 800,000 units at $10.00 per unit generated gross proceeds of $8.0 million, with an additional 65,000 units sold for $650,000[21]. - 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[22]. - The company has $272,612,500 available from the public offering and private placement units to complete its initial business combination[149]. 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[24]. - If the company fails to complete a business combination within the specified period, it will redeem public shares at a price equal to the amount in the trust account divided by the number of outstanding public shares[25]. - The company is obligated to complete its initial business combination within 24 months from the closing of the public offering, which may limit negotiation leverage with prospective partner businesses[101]. - The company requires 8,975,001 public shares, or 35.9% of the 25,000,000 public shares sold, to be voted in favor of the initial business combination for approval[56]. - If the initial business combination is not completed within 24 months from the closing of the public offering, public shareholders may receive approximately $10.00 per share upon liquidation[161]. Redemption Rights and Procedures - Shareholders may redeem their public shares upon completion of the initial business combination at a per-share price equal to the aggregate amount in the Trust Account, calculated two business days prior to the consummation[50]. - 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[62]. - The transfer agent typically charges a fee of approximately $80.00 for the tendering process, which may be passed on to the redeeming holder at the broker's discretion[63]. - The company will not proceed with redemptions if the business combination does not close, even if a public shareholder has elected to redeem their shares[50]. - If the Trust Account funds are reduced below $10.00 per public share due to creditor claims, the actual redemption amount may be less than anticipated[75][78]. Financial and Operational Risks - The company has identified a material weakness in internal control over financial reporting, which could affect investor confidence and financial results[92]. - The company may face challenges in raising equity and debt financing due to market volatility and decreased liquidity caused by COVID-19 and other events[106]. - The company may incur substantial costs in investigating potential partner businesses, which would not be recoverable if a business combination is not completed[134]. - 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[120]. - The company may not be able to complete an initial business combination within 24 months after the public offering, potentially leading to a redemption of public shares at approximately $10.00 per share[108]. Management and Governance - The company has not yet selected a prospective partner for a business combination and has not initiated substantive discussions with any candidates[28]. - The management team will conduct extensive due diligence on prospective partner businesses, including meetings with management and document reviews[34]. - The company may not hold a shareholder vote for its initial business combination if not required by law, which could lead to combinations without majority shareholder support[88]. - The company may face conflicts of interest due to relationships with affiliated entities during the business combination process[141]. - The company has not adopted a policy to prohibit its directors and officers from having financial interests in transactions, potentially leading to conflicts of interest[197]. Shareholder Considerations - The company will provide public shareholders with the opportunity to redeem their shares regardless of their voting decision on the proposed business combination[50]. - If too many public shareholders exercise their redemption rights, the company may not meet closing conditions for business combinations, potentially leading to unsuccessful transactions[97]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a majority of shareholders do not agree with[154]. - Shareholders may be held liable for claims against the company to the extent of distributions received upon redemption of their shares[127]. - The company may not provide cash distributions to shareholders for tax liabilities arising from the initial business combination, potentially requiring shareholders to use personal funds[168]. Market and Competitive Environment - The company anticipates sourcing prospective partner businesses from various unaffiliated sources, including investment firms and private equity groups[31]. - The company expects to encounter intense competition from other entities with similar business objectives, which may limit its ability to acquire sizable prospective partner businesses[113]. - The company may face intense competition from other entities in identifying and selecting prospective partner businesses[80]. - The ability of public shareholders to redeem shares for cash may deter potential business combination partners[97]. - The market for directors and officers liability insurance has become less favorable, potentially increasing costs and complicating the negotiation of initial business combinations[178]. Legal and Regulatory Compliance - The company is required to file regular reports with the SEC, ensuring transparency and compliance with regulatory requirements[84]. - If deemed an investment company under the Investment Company Act, the company may encounter burdensome compliance requirements that could hinder its ability to complete initial business combinations[121]. - Changes in laws or regulations could adversely affect the company's ability to negotiate and complete initial business combinations[125]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition due to the need for adequate internal controls[167]. - The provisions of the amended and restated memorandum and articles of association can be amended with a shareholder vote[218].

Financial Performance - For the three months ended September 30, 2021, the company recorded a net income of $3,013,329, primarily due to a gain on fair value of warrant liability of $3,812,458 [132]. - From inception (February 5, 2021) through September 30, 2021, the company reported a net income of $973,440, which included a gain on fair value of warrant liability of $2,997,875 [133]. - Net cash used in operating activities from inception through September 30, 2021, was $847,941, primarily due to changes in fair value of the warrant liability [134]. - The company incurred expenses of $521,414 related to offering costs and $280,068 for formation and operating costs during the three months ended September 30, 2021 [132]. Cash and Financing - As of September 30, 2021, the company had cash of $2,367,778 held outside the trust account, intended for identifying and evaluating prospective partner businesses [142]. - The company generated gross proceeds of $250,000,000 from the Initial Public Offering of 25,000,000 units at $10.00 per unit [137]. - The underwriters partially exercised the over-allotment option on August 5, 2021, purchasing an additional 3,250,000 units, generating gross proceeds of $32,500,000 [140]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination [143]. - The company may seek additional financing to complete its business combination if necessary, particularly if it targets larger businesses than the net proceeds from the Initial Public Offering can cover [145]. Investment Activities - The company had net cash used in investing activities of $282,500,000, resulting from the deposit of net proceeds from the Initial Public Offering into the trust account [135]. Risk and Valuation - As of September 30, 2021, the company was not subject to any market or interest rate risk [158]. - Issued or modified warrants that meet equity classification criteria are recorded as additional paid-in capital at issuance [157]. - Warrants not meeting equity classification criteria are recorded at their initial fair value on the date of issuance [157]. - Changes in estimated fair value of warrants are recognized as non-cash gains or losses on the statements of operations [157]. - The fair value of Public Warrants was estimated using a binomial/lattice model [157]. - The fair value of Founder Warrants and Private Placement Warrants was estimated using a Black-Scholes Option Pricing Model [157].

Financial Performance - For the three months ended June 30, 2021, the company reported a net income of $215,625, attributed entirely to the change in fair value of warrant liability[115]. - For the period from February 5, 2021, through June 30, 2021, the company experienced a net loss of $2,039,889, resulting from a loss on sale of warrants of $1,213,542 and a change in fair value of warrant liability of $814,583[117]. Liquidity and Funding - As of June 30, 2021, the company had $500,000 in its operating bank account[120]. - The company completed its Initial Public Offering on July 30, 2021, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit[120]. - The underwriters partially exercised the over-allotment option on August 5, 2021, purchasing an additional 3,250,000 units, generating gross proceeds of $32,500,000[121]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination[123]. - The company expects primary liquidity requirements to include approximately $155,000 for legal and accounting expenses, $75,000 for regulatory reporting, and $700,000 for director & officer liability insurance premiums[128]. - The company issued a promissory note for up to $300,000 to cover expenses related to the Initial Public Offering, with $151,402 outstanding as of June 30, 2021[132]. - The company does not anticipate needing to raise additional funds prior to completing its initial business combination, aside from potential loans from affiliates[126]. Operations and Revenue - The company has not engaged in any operations or generated operating revenues to date, with non-operating income expected to come from interest on cash and cash equivalents[114]. - As of June 30, 2021, the company was not subject to any market or interest rate risk[140]. Warrant Accounting - Issued or modified warrants that meet equity classification criteria are recorded as additional paid-in capital at issuance[139]. - Warrants not meeting equity classification criteria are recorded at their initial fair value on the date of issuance[139]. - Changes in estimated fair value of warrants are recognized as a non-cash gain or loss on the statements of operations[139]. - The fair value of the Founder Warrants was estimated using a Black-Scholes Option Pricing Model[139].