IPO and Financial Proceeds - The company completed its initial public offering on February 23, 2022, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[23]. - A total of $294,687,500 was placed in the trust account, which includes proceeds from the initial public offering and private placement warrants[25]. - The company has approximately $19.9 million available for a business combination as of December 31, 2023, assuming no redemptions[53]. - The company intends to complete its initial business combination using cash from the IPO proceeds, placement warrants, shares, debt, or a combination of these[55]. - The anticipated redemption price for public shareholders upon completion of the initial business combination is approximately $11.03 per public share[81]. - As of May 18, 2023, approximately 26,946,271 Class A ordinary shares were redeemed for cash at a redemption price of approximately $10.55 per share, totaling an aggregate redemption amount of approximately $284 million[140]. - The company made a true-up payment of approximately $0.02 per share to redeeming shareholders, amounting to a total of $632,968 on August 18, 2023[140]. - The anticipated per-share redemption amount upon liquidation is $11.03, but this may be subject to claims from creditors[101]. - The company has no liquid assets outside the trust account as of December 31, 2023, to cover potential claims or expenses[100]. - The company has until May 23, 2024, to consummate an initial business combination, or it will cease operations and redeem public shares at a per-share price based on the trust account balance[97]. Business Combination and Strategy - The company must complete its initial business combination by May 23, 2024, or its existence will terminate, leading to the distribution of trust account funds[26]. - Shareholders approved an extension of the deadline for the initial business combination from May 23, 2023, to May 23, 2024, with approximately 26,946,271 Class A ordinary shares redeemed[28]. - The company entered into a merger agreement with Visiox Pharmaceuticals, intending to exchange all outstanding capital stock of Visiox for shares of the company[32]. - The company plans to migrate from the Cayman Islands to Delaware prior to the closing of the merger, with a one-for-one conversion of Class A and Class B shares[33]. - The management team possesses over 25 years of experience in capital raising, mergers, and acquisitions, led by Suren Ajjarapu[34]. - The company established acquisition criteria focusing on competitive position, management team capability, and potential for growth and value creation[36]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[41]. - The company anticipates structuring the initial business combination to ensure post-combination ownership of at least 50% of the target's voting securities[42]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[62]. - The company must select a target business with an aggregate fair market value equal to at least 80% of the balance in the trust account at the time of signing a definitive agreement[59]. - The company intends to conduct a thorough due diligence review of prospective target businesses, including meetings with management and document reviews[64]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[48]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.07 billion or the market value of its Class A ordinary shares held by non-affiliates equals or exceeds $700 million[50]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements[51]. - The company has not taken steps to secure third-party financing for its initial business combination, and there is no assurance that it will be available[53]. - The company may seek to raise additional funds through a private offering of debt or equity securities in connection with its initial business combination[57]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[177]. - The company has registered its units, Class A ordinary shares, and warrants under the Exchange Act and is subject to periodic reporting requirements[111]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to the consummation of its initial business combination[115]. Shareholder Rights and Redemption - Public shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[90]. - The redemption process will allow shareholders to redeem shares either through a general meeting or a tender offer[83]. - If a tender offer is conducted, it will remain open for at least 20 business days[86]. - The company expects that at the time of any shareholder vote, the sponsor and its permitted transferees will own approximately 20.0% of the issued and outstanding ordinary shares entitled to vote[88]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[82]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive any funds from the trust account[96]. - Initial shareholders and management have waived rights to liquidating distributions from the trust account for founder and placement shares if the business combination is not completed by the deadline[98]. Financial Performance and Reporting - As of December 31, 2023, the company reported a net income of $4,464,079, with operating expenses of $1,340,168 and interest income of $5,813,213[146]. - The company had $19,901,169 in securities held in the Trust Account for a Business Combination and a working capital deficit of $322,105 as of December 31, 2023[151]. - For the year ended December 31, 2023, net cash used in operating activities was $653,107, while net cash provided by investing activities was $284,916,127[149]. - The company has no off-balance sheet financing arrangements as of December 31, 2023[167]. - The company recorded $8,966 of interest expense related to the amortization of the debt discount for the year ended December 31, 2023[161]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for office space and administrative support[174]. Governance and Management - The board of directors consists of five members, with three being independent directors as defined by Nasdaq standards[202]. - Michael L. Peterson serves as the chairman of the audit committee, which is comprised solely of independent directors[206]. - The audit committee is responsible for overseeing the integrity of financial statements and compliance with legal and regulatory requirements[208]. - The company is classified as a "controlled company" until the completion of its initial business combination, meaning only holders of founder shares can vote on director appointments[204]. - The company intends to comply with Nasdaq corporate governance requirements despite its controlled company status[204]. - The company has established an audit committee charter detailing the principal functions of the audit committee, including the appointment and oversight of independent auditors[207]. - The independent directors will hold regularly scheduled meetings to discuss matters without the presence of non-independent directors[203]. - The company has no standing nominating committee but allows independent directors to recommend nominees for the board[207]. - The audit committee is required to pre-approve all audit and non-audit services provided by independent auditors[208]. - The company has a commitment to maintaining financial literacy among its audit committee members, with Michael L. Peterson qualifying as an "audit committee financial expert"[206]. - The company has established a compensation committee composed entirely of independent directors, as required by Nasdaq listing standards[212]. - The compensation committee is responsible for reviewing and approving the corporate goals and objectives relevant to the Chief Executive Officer's compensation[212]. - The company has adopted a code of ethics applicable to directors, officers, and employees, which is available for review[216]. - An insider trading policy has been adopted, requiring insiders to refrain from purchasing shares during blackout periods and to clear all trades with legal counsel[217]. - The company believes that all reports applicable to executive officers, directors, and greater than 10% beneficial owners were filed in a timely manner according to Section 16(a) of the Exchange Act[218]. - The audit committee will review all payments made to the Sponsor, Original Sponsor, officers, directors, or their affiliates on a quarterly basis[219].

Financial Performance - As of September 30, 2023, the company reported a net loss of $69,258, with operating expenses of $324,742 and interest income of $255,484[112]. - For the nine months ended September 30, 2023, the company had a net income of $4,614,992, consisting of operating expenses of $937,553 and interest income of $5,552,545[112]. - The company incurred $90,000 in administrative services fees for the nine months ended September 30, 2023, compared to $70,000 for the same period in 2022[130]. - The company incurred net cash used in operating activities of $496,979 for the nine months ended September 30, 2023[116]. Trust Account and Business Combination - The company had $19,640,501 in securities held in the Trust Account for a Business Combination as of September 30, 2023[119]. - The company expects to use substantially all funds in the Trust Account to complete its initial Business Combination[118]. - The company has until May 23, 2024, to consummate an initial Business Combination, with the possibility of extending this period[120]. - The company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[111]. Capital Structure and Equity - The company generated gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022[115]. - The underwriters waived their entitlement to deferred underwriting commissions amounting to $10,812,500, which was recorded as additional paid-in capital[132]. - As of September 30, 2023, the company accrued $211,937 as 'Due to affiliate' for administrative services fees, compared to $122,689 as of December 31, 2022[133]. - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment[137]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights[138]. - The company applies the two-class method for calculating earnings per share, with specific calculations for Class A and Class B shares[139]. Financial Position - As of September 30, 2023, the company had a working capital deficit of $62,954[119]. - There are no long-term debts or capital lease obligations, only a monthly fee of $10,000 to an affiliate for administrative support services[141]. - The company has no off-balance sheet arrangements or obligations as of September 30, 2023[134]. Regulatory and Reporting Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[142]. - The company is exempt from certain reporting requirements for a period of five years following the IPO completion[143]. - As a smaller reporting company, the company is not required to provide disclosures about market risk[144].

Financial Performance - As of June 30, 2023, the Company reported a net income of $1,811,817 for the three months ended June 30, 2023, compared to a net income of $120,693 for the same period in 2022, reflecting a significant increase of 1,400%[113][115] - For the six months ended June 30, 2023, the Company had a net income of $4,684,250, up from $32,868 for the same period in 2022, marking an increase of 14,200%[113][115] - The Company generated interest income of $2,100,063 for the three months ended June 30, 2023, which is a 401% increase compared to the interest income of $418,533 for the same period in 2022[113][115] Capital and Liquidity - The Company raised gross proceeds of $250,000,000 from its IPO on February 23, 2022, and an additional $37,500,000 from the overallotment option exercised by underwriters[117] - As of June 30, 2023, the Company had a working capital surplus of $261,788, indicating a positive liquidity position[120] - The Company had $20,017,985 in securities held in the Trust Account as of June 30, 2023, which are intended for use in a Business Combination[120] Business Operations and Expenses - The Company incurred $30,000 in administrative services fees for the three months ended June 30, 2023, compared to $40,000 for the same period in 2022[131] - The Company expects to incur increased expenses related to being a public company, including legal and compliance costs, as well as due diligence expenses[112] - As of June 30, 2023, the company has accrued $182,689 as 'Due to affiliate' for administrative services fees and residual balance from IPO proceeds[134] Business Combination and Timeline - The Company has until May 23, 2024, to consummate an initial business combination, with the possibility of extending this period through shareholder approval[121] Financial Structure and Accounting - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital[133] - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment based on specific terms[137] - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights outside of the company's control[138] - The company applies the two-class method for calculating earnings per share, with net income per share for non-redeemable ordinary shares calculated by dividing net income by the weighted average number of shares[139] - The company has no long-term debt or capital lease obligations, incurring a monthly fee of $10,000 to an affiliate for administrative support services[141] Risk Management - As of June 30, 2023, the company was not subject to any market or interest rate risk, with IPO proceeds invested in short-term U.S. government obligations[144] - The company has no off-balance sheet arrangements or obligations as of June 30, 2023, and does not engage in transactions that create variable interest entities[135]

Financial Performance - As of March 31, 2023, the Company reported a net income of $2,872,433, with operating expenses of $324,565 and interest income of $3,196,998[106] - For the three months ended March 31, 2022, the Company incurred a net loss of $87,826, with operating expenses of $109,219 and interest income of $21,393[106] - As of March 31, 2023, the Company had a working capital surplus of $550,034[112] Securities and Funding - The Company had $302,201,081 in securities held in the Trust Account, designated for a Business Combination or to repurchase Ordinary Shares[112] - The Company generated gross proceeds of $250,000,000 from the IPO of 25,000,000 units at $10.00 per unit, along with an additional $13,707,500 from the sale of 9,138,333 private placement warrants[109] - The total deferred underwriting fee is $10,812,500, which will be payable to underwriters only if the Company completes a Business Combination[124] - A deferred fee of $10,812,500 is payable to underwriters from the Trust Account upon completion of a Business Combination[133] Business Operations and Plans - The Company expects to incur significant costs related to being a public company and pursuing acquisition plans[104] - The Company has until May 23, 2023, to consummate an initial business combination, with the possibility of extending this period through shareholder vote[113] Expenses and Liabilities - The Company incurred $30,000 in administrative services fees for the three months ended March 31, 2023, compared to $10,000 for the same period in 2022[123] - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for office space and support services[132] Risk Management - As of March 31, 2023, the company was not subject to market or interest rate risk, with IPO proceeds invested in U.S. government obligations with a maturity of 185 days or less[137] - The Company has no off-balance sheet arrangements as of March 31, 2023[126]

IPO and Financing - The company completed its initial public offering on February 23, 2022, raising gross proceeds of $287.5 million from the sale of 28,750,000 units at $10.00 per unit[22]. - A private sale of 9,763,333 warrants was conducted simultaneously, generating an additional $14.645 million[23]. - The total amount placed in the trust account was $294.6875 million, which will be used for the initial business combination[23]. - The company has $283,875,000 available for a business combination, assuming no redemptions and after paying $10,812,500 in deferred underwriting commissions[55]. - The company intends to complete its initial business combination using cash from the IPO proceeds, placement warrants, shares, debt, or a combination of these[56]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with its initial business combination[58]. - The company has not taken steps to secure third-party financing for its initial business combination, and there is no assurance that such financing will be available[55]. - The company has approximately $497,259 available outside the trust account to cover potential claims and liquidation expenses[105]. - The company has no off-balance sheet financing arrangements as of December 31, 2022[188]. - The net proceeds from the IPO have been invested in U.S. government obligations with a maturity of 185 days or less, minimizing interest rate risk[198]. Business Combination Requirements - The company must complete its initial business combination by May 23, 2023, or its existence will terminate, leading to the distribution of trust account amounts[24]. - The company must complete its initial business combination with target businesses that have an aggregate fair market value of at least 80% of the balance in the trust account[60]. - The company intends to conduct thorough due diligence on prospective target businesses, including meetings with management and reviews of financial and operational information[65]. - The company expects to incur significant costs in the pursuit of acquisition plans and cannot assure the success of completing a Business Combination[166]. - The company may face challenges in completing an initial business combination due to foreign investment regulations and potential CFIUS review[140]. Redemption Rights and Shareholder Approval - Public shareholders have the opportunity to redeem all or a portion of their ordinary shares upon completion of the initial business combination at a per-share price equal to the aggregate amount in the trust account[81]. - The anticipated amount in the trust account is approximately $10.25 per public share, which will be distributed to investors who properly redeem their shares[82]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC regulations[83]. - If shareholder approval is required, the company will conduct redemptions in conjunction with a proxy solicitation, adhering to Regulation 14A of the Exchange Act[89]. - Shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent, aimed at preventing large block accumulations[93]. - The tender offer period for redemptions will be at least 20 business days, and a final proxy statement will be mailed to public shareholders at least 10 days prior to the shareholder vote[87][90]. - The company will not complete the business combination if the aggregate cash consideration for redemptions exceeds the available cash[83]. - The redemption rights will require beneficial holders to identify themselves to validly redeem their shares[82]. - Shareholders must exercise their redemption rights to receive funds from the trust account, and voting alone does not guarantee redemption[114]. Financial Performance and Position - The company had a net income of $3,340,238 for the year ended December 31, 2022, consisting of interest income of $4,316,583, offset by operating expenses of $976,345[168]. - As of December 31, 2022, the company had $299,004,083 in securities held in the Trust Account for a Business Combination[174]. - The company incurred net cash used in operating activities of $1,408,786 for the year ended December 31, 2022[171]. - The company has a working capital surplus of $797,229 as of December 31, 2022[174]. - The company currently has three officers who will devote necessary time to affairs until the initial business combination is completed[117]. Management and Board of Directors - The board of directors consists of five members, with three independent directors as defined by Nasdaq standards[219]. - Jack Tretton, CEO, previously led Sony's gaming division, growing revenue from $1.9 billion in 1995 to $11.6 billion in 2015[210]. - Bruce Hack, Executive Chairman, has extensive experience in the video game industry, including leading the turnaround of Vivendi Games[209]. - Michael Olson, CFO, has a background in equity research covering the video game sector for 19 years[211]. - Gabriel Schillinger, President, previously founded Gamma Innovations, which created a distributed computing platform with nearly one million gamers[212]. - Julie Uhrman, board member, founded OUYA, raising $8.6 million through Kickstarter and later selling to Razer[214]. - Peter Blacklow, board member, co-founded Boston Seed Capital and has experience in digital marketing and gaming[213]. - Kyle Campbell, board member, has expertise in SPAC structures and previously served as CFO of a single-family office[215]. - The board is divided into three classes, with each class serving a 3-year term, ensuring staggered elections[217]. Market and Industry Insights - The gaming industry is projected to grow at a compound annual growth rate (CAGR) of 9% from 2019 to 2022, with mobile gaming representing approximately half of the market and growing 22% year-over-year[28][29]. - The global gaming user base is nearly 2.7 billion, growing at a rate of 5-6% annually, with 60% of gamers playing daily[28]. - The cloud gaming market revenue is expected to rise from $585 million in 2020 to $4.8 billion by 2023[30]. - The metaverse market size was estimated at $48 billion in 2020, with a projected CAGR of 43% to reach $829 billion by 2028[34]. - The company is focusing on acquisition opportunities in interactive media, digital media, sports, entertainment, and leisure, particularly in video gaming and metaverse businesses[21]. - The company has established acquisition criteria emphasizing competitive position, management team capability, growth potential, and risk-adjusted returns[35]. - The company may face intense competition from other entities with similar business objectives, including established blank check companies with greater resources[115].

Financial Performance - As of June 30, 2022, the Company reported a net income of $120,693 for the three months and $32,868 for the six months, with operating expenses of $297,840 and $407,058 respectively, offset by interest income of $418,533 and $439,926 [102]. - The Company had a working capital surplus of $1,062,414 as of June 30, 2022, indicating available funds for operational needs [108]. - As of June 30, 2022, the Company had no outstanding Working Capital Loans, indicating no immediate need for additional financing [118]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative support services [129]. IPO and Fundraising - The Company completed its IPO on February 23, 2022, raising gross proceeds of $250 million from the sale of 25,000,000 units at $10.00 per unit, along with an additional $13,707,500 from the sale of 9,138,333 private placement warrants [105]. - The underwriters received a cash underwriting discount of $5,000,000 at the IPO closing, with an additional deferred fee of $10,812,500 contingent upon the completion of a Business Combination [121]. - The underwriters are entitled to a deferred fee of $10,812,500, payable only upon completion of a Business Combination [130]. Business Operations and Future Plans - The Company has 15 months from the IPO closing to complete its initial Business Combination, with the possibility of extending this period through a shareholder vote [109]. - The Company expects to incur significant costs related to being a public entity, including legal and compliance expenses, as well as due diligence costs for potential acquisitions [101]. - The Company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination [101]. Financial Position and Risk - As of June 30, 2022, the Company had $295,127,426 in securities held in the Trust Account, designated for a Business Combination, and $579,751 in its operating bank accounts [108]. - As of June 30, 2022, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government obligations with a maturity of 185 days or less [134]. - The Company incurred $40,000 in administrative service fees for the six months ended June 30, 2022, with a monthly fee of $10,000 payable to an affiliate of the Sponsor [120].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $87,826, consisting of operating expenses of $109,219 offset by interest income of $21,393[102]. - Net cash used in operating activities for the three months ended March 31, 2022, was $1,287,923, while net cash provided by financing activities was $296,593,545[106]. - As of March 31, 2022, the company had a working capital surplus of $1,211,267[108]. IPO and Fundraising - The company generated gross proceeds of $250,000,000 from the IPO of 25,000,000 units at $10.00 per unit on February 23, 2022[105]. - The underwriters were paid a cash underwriting discount of $5,000,000 at the closing of the IPO, with additional deferred fees totaling $10,812,500[121]. - A deferred fee of $10,812,500 is payable to underwriters from the Trust Account only upon completion of a Business Combination[131]. Trust Account and Business Combination - The company had $294,708,893 in securities held in the Trust Account as of March 31, 2022, to be used for a Business Combination[108]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[107]. - The company has 15 months from the closing of the IPO to consummate an initial business combination, with the possibility of extending this period[109]. Liabilities and Financial Obligations - The company has no long-term debt or significant liabilities, only incurring a monthly fee of $10,000 for administrative support services since February 23, 2022[130]. - The company incurred $10,000 in administrative services fees for office space and administrative services as of March 31, 2022[120]. - The company has no off-balance sheet arrangements as of March 31, 2022[123]. Accounting and Risk Management - The Company accounts for warrants as equity-classified or liability-classified instruments based on specific terms and authoritative guidance, determining that Public Warrants and Private Placement Warrants qualify for equity accounting treatment[126]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights considered outside of the Company's control[127]. - As of March 31, 2022, the Company was not subject to market or interest rate risk, with IPO proceeds invested in U.S. government obligations or money market funds[136].