UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIOPHARMA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 33-3467744 (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41293 ASPIRE BIOPHARMA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 33-3467744 (State or other juris ...

Clinical Trials and Product Development - Aspire plans to conduct clinical trials for its high-dose sublingual aspirin product, with the first trial expected to enroll at least eight healthy adult volunteers in April 2025[32]. - The company has entered into a development and manufacturing agreement with Glatt to produce sufficient quantities of its high-dose sublingual aspirin for clinical trials[24]. - Aspire aims to submit a section 505(b)(2) New Drug Application (NDA) for its aspirin product to the FDA, seeking approval for treatment of suspected acute myocardial infarction[35]. - The company has developed a working formulation for sublingually administered melatonin and plans to conduct a pharmacokinetic study in May 2025[36]. - Aspire's scientists have developed formulations for sublingually administered vitamins D, E, and K, with plans to validate the manufacturing process in the first half of 2025[37]. - The company is developing a formulation for sublingually administered testosterone, with plans for Phase One clinical testing in late 2025 and an NDA submission anticipated in early 2026[38]. - Aspire is finalizing a working formulation for a sublingual semaglutide product, with a timeline to market similar to that of testosterone[39]. - The company has developed a working formula for a single-dose sublingual pre-workout supplement, with consumer and safety testing planned for Q2 2025[40]. - Aspire plans to conduct various clinical trials in April 2025 to support its FDA approval process for its high-dose aspirin product[59]. - Aspire plans to conduct a bioavailability study in April 2025 to evaluate pharmacokinetic endpoints of Instaprin compared to standard oral aspirin[111]. - Following the bioavailability study, Aspire intends to request a pre-IND meeting with the FDA in Q2 2025 to discuss further development of Instaprin[112]. Intellectual Property and Competitive Landscape - Aspire acquired all intellectual property of Instaprin Pharmaceuticals for a purchase price of $3,628,325 plus interest, to be paid from product sales[44]. - Aspire's new patent pending formulation for its aspirin product is a significant improvement over previous formulations, facilitating rapid sublingual absorption[29]. - The company has filed patent applications for sublingual administration of aspirin products, with pending applications expected to expire in 2044 and 2045[50][52]. - The expired patent properties do not cover Aspire's current aspirin formulation technology, which is protected by pending patent applications[52]. - Aspire's management intends to build upon the acquired intellectual property assets to enhance patent protections and develop new products[54]. - Aspire's intellectual property rights may not provide a significant competitive advantage, and failure to protect these rights could adversely impact its competitive position[90]. - Aspire's aspirin products will compete with existing products like Bayer aspirin, Advil, and Tylenol, with no sublingual aspirin products currently on the market[49]. - The biopharmaceutical industry is characterized by intense competition, with major companies having greater resources and experience in product development and commercialization[46]. - Aspire's ability to compete may be affected by competitors obtaining FDA approval more rapidly and the pricing strategies of insurers favoring generic products[48]. - The company faces significant competition from larger pharmaceutical companies with greater resources, which may hinder its market position[149]. Financial Performance and Capital Requirements - Aspire has incurred net losses in every year since its inception and anticipates continuing substantial and increasing net losses in the foreseeable future[80]. - Aspire has no products approved for commercial sale and has not generated any revenue from product sales to date[80]. - Aspire will require substantial additional financing to achieve its goals, and failure to obtain necessary capital could delay or terminate product development efforts[84]. - Aspire's future capital requirements depend on various factors, including the costs of clinical trials and obtaining regulatory approvals[85]. - Aspire is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[66]. - Aspire is also a "smaller reporting company," allowing it to provide reduced disclosure obligations, including only two years of audited financial statements[69]. - As of December 31, 2024, the company reported a net loss of $12,537,472, compared to a net income of $4,464,079 for the year ended December 31, 2023[189]. - The company had $0 in its operating bank account and a working capital deficit of $15,570,205 as of December 31, 2024[193]. - The company completed its Business Combination with Aspire Biopharma Holdings, Inc. on February 17, 2025[187]. - For the year ended December 31, 2024, net cash used in operating activities was $11,160,534, while net cash provided by investing activities was $13,781,323[192]. - The company raised gross proceeds of $250,000,000 from its IPO by offering 25,000,000 units at $10.00 per unit[191]. Risks and Challenges - Aspire's technology platforms and product candidates are based on novel technologies, which may not lead to marketable products[74]. - Aspire may implement new lines of business or new products, but there are substantial risks and uncertainties associated with these efforts[88]. - The company relies on suppliers and contractors for components and services, which could adversely affect its ability to meet customer obligations if there are delays or quality issues[89]. - The development and regulatory approval pathway for Aspire's product candidates is unproven, and market acceptance is uncertain[105]. - Aspire is developing high-dose sublingual aspirin as a potential treatment for heart attacks and strokes, but market acceptance remains uncertain[106]. - Manufacturing and supply chain risks could lead to increased costs and supply limitations for product candidates[143]. - Regulatory compliance is critical, as any failure could result in significant delays or inability to market products[147]. - The company must navigate various foreign regulatory requirements and potential economic instability when expanding internationally[151]. - Aspire faces significant risks related to potential misconduct by employees and third parties, which could lead to substantial fines and operational disruptions[152]. - The company is exposed to product liability risks, which could result in decreased demand, reputational harm, and significant financial liabilities[154]. Operational and Management Considerations - Aspire currently lacks a marketing and sales organization, which may limit its ability to generate product revenue[144]. - The company relies on third parties for clinical trials, and any failure in their performance could adversely affect the development and commercialization of product candidates[136]. - Aspire relies on third-party manufacturers for clinical supplies and commercial production, which poses risks related to compliance and quality control[157]. - The company is dependent on key personnel, and the loss of these individuals could harm its business and operations[93]. - Aspire has not purchased key person life insurance policies, increasing the risk associated with the loss of key personnel[94]. - Damage to Aspire's reputation could negatively impact its business, especially as it enters new markets[96]. - Cybersecurity threats and attacks could disrupt Aspire's operations and compromise sensitive information[97]. - The company emphasizes the importance of employee training and awareness in recognizing and responding to cybersecurity threats[174]. - Aspire's cybersecurity strategy includes proactive risk management and continuous monitoring to protect sensitive information and maintain stakeholder trust[171]. Accounting and Financial Reporting - The company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[213]. - The company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance, determining that Public Warrants and Private Placement Warrants qualify for equity accounting treatment[214]. - Ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights considered outside of the company's control[215]. - The company applies the two-class method in calculating earnings per share, with net income per share for Class A and Class B shares calculated based on specific formulas[216]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid; the company does not expect a material impact from this adoption[217]. - ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requires public entities to disclose significant segment expenses and other segment items regularly provided to the chief operating officer[218]. - The company has no long-term debt or significant liabilities, only incurring a monthly fee of $10,000 for office space and administrative support since February 23, 2022[219].

Financial Performance - As of September 30, 2024, the Company reported a net loss of $537,019 for the three months ended, compared to a net loss of $69,258 for the same period in 2023, reflecting an increase in operating expenses from $324,742 to $630,772[138]. - For the nine months ended September 30, 2024, the Company had a net loss of $3,606,378, which included operating expenses of $3,654,462, compared to a net income of $4,614,992 for the same period in 2023[139]. - The Company incurred net cash used in operating activities of $2,826,804 for the nine months ended September 30, 2024, compared to $496,979 for the same period in 2023[142]. - The Company recognized a $2,000,000 subscription agreement expense as part of the Visiox Merger Agreement during the nine months ended September 30, 2024[139]. - The Company incurred $30,000 and $90,000 in administrative service fees for the three and nine months ended September 30, 2024, respectively[158]. Capital Structure - The Company raised gross proceeds of $250,000,000 from its IPO on February 23, 2022, and an additional $37,500,000 from the underwriter's overallotment option[141]. - The Company had $6,601,357 held in the Trust Account as of September 30, 2024, designated for a Business Combination or to repurchase Ordinary Shares[144]. - As of September 30, 2024, the Company had a working capital deficit of $6,511,072[144]. - The Company has outstanding Working Capital Loans of $449,214 as of September 30, 2024, which may be convertible into warrants of the post-Business Combination entity[152]. - The First Subscription Agreement resulted in a total contribution of $1,000,000 from investors[156]. - The Second Subscription Agreement led to an additional contribution of $500,000, which was loaned to the Company[157]. - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital[159]. - As of September 30, 2024, $328,939 was accrued as 'Due to affiliate' for administrative service fees[160]. Debt and Financing - The Company entered into a Loan and Transfer Agreement, with total borrowings of $199,214 as of September 30, 2024, compared to $0 on December 31, 2023[155]. - The Company recorded interest expenses of $8,496 and $170,071 for the three and nine months ended September 30, 2024, respectively, related to the amortization of the debt discount[155]. - The Company has no off-balance sheet financing arrangements as of September 30, 2024[161]. Business Operations - The Company has not commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[137]. - The Company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote[145]. Accounting and Compliance - The Company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment[163]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[171].

Financial Performance - As of June 30, 2024, the Company reported a net loss of $602,258 for the three months ended, compared to a net income of $1,811,817 for the same period in 2023[128]. - For the six months ended June 30, 2024, the Company had a net loss of $3,069,359, which included a $2,000,000 subscription agreement expense recognized as part of the Merger Agreement[129]. - The Company incurred operating expenses of $501,012 for the three months ended June 30, 2024, compared to $288,246 for the same period in 2023[128]. - The Company recorded $88,644 and $229,919 of interest expense related to the amortization of the debt discount for the three and six months ended June 30, 2024, respectively[143]. - The Company incurred $30,000 and $60,000 in administrative service fees for the three and six months ended June 30, 2024, respectively[146]. Cash and Capital Structure - The Company had $6,524,611 held in the Trust Account as of June 30, 2024, designated for a Business Combination or to repurchase Ordinary Shares[134]. - As of June 30, 2024, the Company had a working capital deficit of $5,897,306[134]. - The Company had $0 in its operating bank account as of June 30, 2024[134]. - The Company entered into Loan and Transfer Agreements totaling $200,000 with New Sponsor, Apogee, and Sheth, with $119,540 and $161,575 recorded as interest expense for the three and six months ended June 30, 2024, respectively[144][146]. - The First Subscription Agreement resulted in a collective contribution of $1,000,000 from investors to the New Sponsor on March 5, 2024[145]. - The Second Subscription Agreement led to an additional $500,000 contribution from investors, which was loaned to the Company[146]. - Deferred underwriting fees totaled $10,812,500, which includes a cash discount of $750,000 and deferred commissions of $10,062,500[147]. - As of June 30, 2024, the Company accrued $298,939 as 'Due to affiliate' for administrative service fees and residual balances[149]. Business Combination and Future Plans - The Company has until February 17, 2025, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote[135]. - The Company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[133]. Debt and Financing - The Company has no off-balance sheet financing arrangements as of June 30, 2024[150]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services[153]. Accounting and Regulatory Matters - The Company does not anticipate a material impact from the adoption of ASU 2023-09 on its financial statements[152]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of certain accounting standards[156].

Financial Performance - As of March 31, 2024, the Company reported a net loss of $2,467,101, with operating expenses of $2,522,678 and interest expense of $183,310, partially offset by interest income of $234,853 [133]. - For the three months ended March 31, 2023, the Company had a net income of $2,872,433, primarily from interest income of $3,196,998 against operating expenses of $324,565 [134]. - The Company incurred $477,791 in net cash used in operating activities for the three months ended March 31, 2024, compared to $182,107 for the same period in 2023 [136]. Trust Account and Business Combination - The Company had $20,136,022 held in the Trust Account as of March 31, 2024, designated for a Business Combination or share repurchase [138]. - The Company intends to use substantially all funds in the Trust Account for the initial Business Combination, with any remaining proceeds used for working capital and growth strategies [137]. - The Company has until February 17, 2025, to complete an initial Business Combination, with the possibility of extending this period through shareholder vote [140]. Debt and Borrowings - The Company is party to a $2,000,000 loan to Visiox Pharmaceuticals as part of the Business Combination Agreement, to be repaid at the date of combination [139]. - As of March 31, 2024, the Company had $419,875 in borrowings under a Loan and Transfer Agreement, with $183,310 recorded as interest expense related to the amortization of the debt discount [148]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative services [162]. Administrative and Underwriting Fees - The company incurred $30,000 in administrative service fees for both the three months ended March 31, 2024 and 2023 [151]. - The underwriters received a cash underwriting discount of $5,000,000 at the closing of the IPO, with an additional deferred fee of $10,812,500 [152]. - As of March 31, 2024, the company accrued $268,939 as 'Due to affiliate' for administrative services fees [154]. Accounting and Financial Reporting - The company accounts for warrants as equity-classified instruments, qualifying for equity accounting treatment [157]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [165]. - The company applies the two-class method for calculating earnings per share for Class A and Class B ordinary shares [160]. Off-Balance Sheet Arrangements - The company has no off-balance sheet financing arrangements as of March 31, 2024 [155]. - The company does not have any obligations or liabilities related to off-balance sheet arrangements [155]. - The company recorded $10,812,500 to additional paid-in capital due to the waiver of deferred underwriting commissions [153].

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[15]. - A total of $294.69 million was placed in the trust account after the IPO and private placement warrant sale[16]. Business Combination Timeline and Requirements - The company must complete its initial business combination by May 23, 2024, or its existence will terminate[17]. - Shareholders approved an extension of the business combination deadline from May 23, 2023, to May 23, 2024, with approximately 26,946,271 Class A ordinary shares redeemed[19]. - 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[35]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the balance in the trust account[53]. - The company intends to structure the initial business combination to acquire at least 50% of the outstanding voting securities of the target business[55]. - The company has until May 23, 2024, to complete an initial business combination, or it will cease operations and redeem public shares at a per-share price equal to the amount in the trust account[93]. Merger and Acquisition Plans - The company entered into a merger agreement with Visiox Pharmaceuticals, intending to exchange all outstanding capital stock of Visiox for shares of the company's common stock[23]. - 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 shares[24]. - The management team possesses over 25 years of experience in growing companies, raising capital, and executing mergers and acquisitions[25]. - The company established acquisition criteria focusing on competitive position, management team capability, and potential for growth[26][27][28]. Financial Resources and Risks - The company has approximately $19.9 million available for a business combination as of December 31, 2023, assuming no redemptions[47]. - The company may seek to raise additional funds through private offerings of debt or equity securities in connection with the initial business combination[51]. - The company has not taken steps to secure third-party financing for the initial business combination, and there is no assurance that it will be available[47]. - The time required to select and evaluate a target business and complete the initial business combination is currently uncertain, which may incur losses if not completed[58]. - The company may not have the resources to diversify operations after the initial business combination, potentially increasing risks associated with being in a single line of business[59]. - The obligation to pay cash for redemptions may reduce available resources for the initial business combination, potentially placing the company at a competitive disadvantage[108]. Redemption and Shareholder Rights - The anticipated redemption price for public shareholders upon completion of the initial business combination is approximately $11.03 per public share[74]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[85]. - The company will not complete the business combination if the aggregate cash consideration for redemptions exceeds the available cash[75]. - Shareholder approval is required for business combinations involving the issuance of more than 20% of the outstanding ordinary shares[76]. - The company expects to conduct redemptions either through a general meeting or a tender offer, depending on legal requirements[76]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001[75]. - The redemption offer will remain open for at least 20 business days following the announcement of the initial business combination[80]. - If the initial business combination is not completed, public shareholders who elected to redeem their shares will not receive any redemption for their shares[92]. - The anticipated per-share redemption amount upon liquidation is $11.03, but this amount may be subject to claims from creditors[98]. - Public shareholders are entitled to redeem their Class A ordinary shares for cash if the initial business combination is not completed by May 23, 2024[105]. Compliance and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[42]. - 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 exceeds $700 million[44]. - The company is also classified as a "smaller reporting company," allowing for reduced disclosure obligations until certain market value or revenue thresholds are exceeded[118]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[110]. - Financial statements of prospective target businesses must comply with GAAP or IFRS, which may limit the pool of potential acquisition candidates[111]. - The company files various reports with the SEC, which are available to the public through its website[119]. Insider Trading and Market Conduct - The company has adopted an insider trading policy to prevent purchases during blackout periods and when in possession of material non-public information[67]. - Any purchases by insiders will comply with Regulation M under the Exchange Act to avoid market manipulation[72]. - Initial shareholders and management have waived their rights to liquidating distributions from the trust account for founder and placement shares if the business combination is not completed by the deadline[94]. - The company expects to fund costs associated with dissolution from remaining funds outside the trust account, which is currently none as of December 31, 2023[97]. - The company aims to have all vendors and service providers execute waivers regarding claims to the trust account, but there is no guarantee this will be achieved[99]. - If the trust account proceeds fall below $11.03 per public share, shareholders may not receive the expected redemption amount[102]. - The company has no liquid assets available to pay potential claims, with estimated liquidation costs not exceeding $100,000[103]. Competition and Market Position - The company faces intense competition from other blank check companies with greater financial and technical resources, limiting its ability to acquire larger target businesses[107]. - The company currently has two officers who will devote necessary time to affairs until the initial business combination is completed, with no full-time employees planned prior to that[109].

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[100] - 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[101] - For the nine months ended September 30, 2022, the Company reported a net income of $1,110,084, with operating expenses of $662,315 and interest income of $1,772,399[102] IPO and Fundraising - The Company raised gross proceeds of $250,000,000 from its IPO of 25,000,000 units at $10.00 per unit on February 23, 2022[103] - The underwriters received a cash underwriting discount of $5,000,000 at the closing of the IPO, with an additional deferred fee of $10,812,500 contingent on the completion of a Business Combination[121] - The underwriters waived their entitlement to deferred underwriting commissions amounting to $10,812,500, which was recorded to additional paid-in capital[122] Business Combination and Trust Account - As of September 30, 2023, the Company had $19,640,501 in securities held in the Trust Account for a Business Combination and a working capital deficit of $62,954[107] - The Company intends to use substantially all funds in the Trust Account to complete its initial Business Combination and may withdraw interest income to pay taxes[106] - The Company has until May 23, 2024, to consummate an initial Business Combination, with the possibility of extending this period through a shareholder vote[108] Administrative Expenses and Obligations - The Company incurred $30,000 in administrative services fees for the three months ended September 30, 2023, and $90,000 for the nine months ended September 30, 2023[120] - 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[123] - The company has no long-term debt or capital lease obligations, with a monthly fee of $10,000 payable to an affiliate for administrative support services[130] - The company has not incurred any obligations related to long-term liabilities other than the aforementioned monthly fee[130] Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[131] - The company applies the two-class method for calculating earnings per share, with net (loss) income per share for Class A and Class B shares calculated based on specific criteria[128] - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[124] - The company has no off-balance sheet arrangements or obligations as of September 30, 2023[124] - The company does not have any recently adopted accounting standards that would materially affect its financial statements[129] - The company has determined that its Public Warrants and Private Placement Warrants qualify for equity accounting treatment[126] Cash Position - The Company had $280 in its operating bank account as of September 30, 2023[107]

Financial Performance - As of June 30, 2023, the Company reported a net income of $1,811,817 for the three months, consisting of interest income of $2,100,063 and operating expenses of $288,246 [104]. - For the six months ended June 30, 2023, the Company had a net income of $4,684,250, with interest income of $5,297,061 and operating expenses of $612,811 [104]. - The Company incurred $60,000 in administrative services fees for the six months ended June 30, 2023, compared to $40,000 for the same period in 2022 [120]. - As of June 30, 2023, the Company had a working capital surplus of $261,788 [110]. - As of June 30, 2023, the company accrued $182,689 as 'Due to affiliate' for administrative services fees, compared to $122,689 as of December 31, 2022 [123]. Business Combination and Capital - The Company had $20,017,985 in securities held in the Trust Account as of June 30, 2023, designated for a Business Combination [110]. - The Company has until May 23, 2024, to consummate an initial business combination, with a potential extension period if approved by shareholders [111]. - The Company generated gross proceeds of $250,000,000 from its IPO by offering 25,000,000 units at $10.00 per unit [107]. - The underwriters waived their entitlement to deferred underwriting commissions of $10,812,500, which was recorded to additional paid-in capital [122]. - The Company may need to raise additional capital through loans or investments to meet working capital needs [112]. Costs and Expenses - The Company expects to incur significant costs related to being a public company and pursuing acquisition plans [102]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $10,000 payable to an affiliate for administrative support services [130]. Accounting and Reporting - The company applies the two-class method for calculating earnings per share, with net income per share of redeemable shares based on interest income from the Trust Account [128]. - The company has determined 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 outside the company's control [127]. - Management does not anticipate any material effects from recently issued accounting pronouncements on the company's financial statements [129]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an emerging growth company [132]. Risk and Obligations - As of June 30, 2023, the company was not subject to any market or interest rate risk, with IPO proceeds invested in U.S. government obligations and money market funds [133]. - 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 [124]. - The company began incurring administrative service fees on February 23, 2022, which will continue until the completion of a Business Combination or liquidation [130].

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[101]. - 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[101]. - As of March 31, 2023, the Company had a working capital surplus of $550,034[106]. IPO and Capital Structure - The Company completed its IPO on February 23, 2022, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit[103]. - The underwriters received a cash underwriting discount of $5,000,000 at the closing of the IPO, with additional deferred fees totaling $10,812,500 contingent on the completion of a Business Combination[117]. - The underwriters are entitled to a deferred fee of $10,812,500, payable only upon completion of a Business Combination[126]. Business Combination and Timeline - The Company has until May 23, 2023, to consummate an initial business combination, with the possibility of extending this period through shareholder vote[107]. - The Company had $302,201,081 in securities held in the Trust Account, designated for a Business Combination or to repurchase Ordinary Shares[106]. Expenses and Costs - 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[116]. - The Company expects to incur significant costs related to being a public company and pursuing acquisition plans[99]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative support services[125]. Accounting and Reporting - The company applies the two-class method for calculating earnings per share, with net income (loss) per share of redeemable shares calculated based on interest income earned on the Trust Account[123]. - Ordinary shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside of the company's control[122]. - The company has adopted recent accounting standards that are not expected to materially affect its financial statements[124]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[127]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[128]. - The company determined that Public Warrants and Private Placement Warrants qualify for equity accounting treatment[121]. - The company has identified critical accounting policies that may lead to material differences between estimated and actual results[120]. Risk Management - As of March 31, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government obligations with a maturity of 185 days or less[131]. - The Company has no off-balance sheet arrangements as of March 31, 2023[119].