IPO and Share Redemption - The Initial Public Offering (IPO) generated gross proceeds of $345.0 million from the sale of 34,500,000 Units at $10.00 per Unit, with offering costs of approximately $19.9 million[148]. - A total of 28,119,098 Public Shares were redeemed at a price of approximately $10.23 per share, resulting in an aggregate redemption amount of approximately $287.7 million during the First Extension[156]. - The Second Extension allowed for an additional six-month period to complete an Initial Business Combination, with 1,339,804 Public Shares redeemed at approximately $10.74 per share, totaling about $14.4 million[157]. - The Third Extension resulted in the redemption of 2,372,565 Public Shares at approximately $11.02 per share, amounting to an aggregate of approximately $26.2 million[159]. - The Fourth Extension saw 2,512,919 Public Shares redeemed at approximately $11.50 per share, leading to an aggregate redemption amount of approximately $28.9 million[161]. - As of October 31, 2025, the outstanding share capital consisted of 4,455,614 Class A Ordinary Shares, with 155,614 being Public Shares[162]. Business Combination and Financial Position - The Company entered into a Merger Agreement with iRocket, which is developing a reusable launch vehicle aimed at reducing costs and increasing launch frequency[151][152]. - The NYSE notified the Company of its intent to delist its securities due to not completing an Initial Business Combination within three years of the IPO[168]. - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Warrants towards consummating the Proposed Business Combination[166]. - If the Company fails to complete the Proposed Business Combination by March 16, 2026, it will cease operations and redeem Public Shares at a price based on the Trust Account balance[167]. - As of September 30, 2025, the company had approximately $0 in its operating bank account and a working capital deficit of approximately $3.9 million[169]. - The company has until March 16, 2026, to consummate the Proposed Business Combination or another Initial Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[176]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of approximately $6.5 million, consisting of approximately $1.1 million in general and administrative expenses and approximately $5.6 million in non-operating loss from the change in fair value of derivative warrant liabilities[178]. - For the nine months ended September 30, 2025, the company had a net loss of approximately $13 million, which included approximately $2.3 million in general and administrative expenses and approximately $11 million in non-operating loss from the change in fair value of derivative warrant liabilities[179]. - The company reported a net income of approximately $0.5 million for the three months ended September 30, 2024, primarily from investments held in the Trust Account and a gain on extinguishment of liabilities[180]. - The company had a net loss of approximately $0.6 million for the nine months ended September 30, 2024, which included approximately $1.9 million in general and administrative expenses[181]. Financing and Liabilities - The company issued a Convertible Note to the Sponsor, allowing it to borrow up to $1,500,000 for ongoing expenses related to the business and the consummation of an Initial Business Combination[172]. - The company had borrowed $0 under the Convertible Note as of September 30, 2025, indicating no current reliance on this financing[172]. - The company has a total of $12.1 million payable to underwriters for deferred underwriting commissions, contingent upon completing an Initial Business Combination[184]. - The company recognized $6,037,500 in waived underwriter fees, which has been recorded as a gain on the waiver[185]. Regulatory and Reporting Status - As of September 30, 2025, and December 31, 2025, the company had no off-balance sheet arrangements[196]. - The company is classified as an "emerging growth company" and may retain this status until December 31, 2026, unless the market value of Class A Ordinary Shares held by non-affiliates exceeds $700 million[197]. - The company has opted not to comply with new or revised financial accounting standards until private companies are required to do so, allowing for an extended transition period[198]. - The company is categorized as a smaller reporting company and is not required to provide certain market risk disclosures[199].

Core Insights - Retail sales in September totaled $733.3 billion, increasing 0.2% month-over-month and 4.3% year-over-year, although falling short of the expected 0.4% rise [3][9] - The Federal Reserve has cut interest rates twice since September, with expectations for another cut in December, which is favorable for the retail sector [5] - The holiday season is anticipated to boost retail sales, with significant online spending observed during Black Friday [6][7] Retail Sector Performance - Retail sales growth has been steady despite inflationary pressures, with a total increase of 4.5% year-over-year from July to September [3] - The rise in retail sales in September followed a 0.6% increase in August, but was impacted by a struggling labor market and high unemployment rates [4] - Online sales on Black Friday reached a record $11.8 billion, up 9.1% year-over-year, indicating strong consumer spending trends [6][7] Investment Opportunities - Recommended retail stocks with strong online presence include Amazon.com, Boot Barn Holdings, Tapestry, and Ross Stores, all carrying a Zacks Rank 2 (Buy) [2] - Amazon.com has an expected earnings growth rate of 29.7% for the current year, with a 4.8% improvement in earnings estimates over the last 60 days [10] - Boot Barn Holdings has an expected earnings growth rate of 20.5%, with a 6.9% increase in earnings estimates over the past 60 days [12] - Tapestry's expected earnings growth rate is 10.4%, with a 3.3% improvement in earnings estimates [14] - Ross Stores has a modest expected earnings growth rate of 0.63%, with a 2.7% increase in earnings estimates [16]

Financial Performance - For the year ended December 31, 2024, the Company reported a net income of approximately $4.2 million, which included approximately $3.6 million of debt forgiveness and $1.2 million of income from investments held in the Trust Account[371]. - For the three months ended June 30, 2025, the Company incurred a net loss of approximately $6.4 million, primarily due to $5.3 million in non-operating losses from changes in fair value of derivative warrant liabilities[374]. - The Company had a net income of approximately $4.5 million for the year ended December 31, 2023, driven by $5.6 million of income from investments held in the Trust Account[372]. Share Redemptions - A total of 28,119,098 Public Shares were redeemed for approximately $287.7 million at a redemption price of about $10.23 per share during the First Extension[350]. - The Second Extension resulted in the redemption of 1,339,804 Public Shares for an aggregate amount of approximately $14.4 million at a redemption price of about $10.74 per share[351]. - During the Third Extension, 2,372,565 Public Shares were redeemed for approximately $26.2 million at a redemption price of about $11.02 per share[352]. - The Fourth Extension saw the redemption of 2,512,919 Public Shares for approximately $28.9 million at a redemption price of about $11.50 per share[354]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $345.0 million from the sale of 34,500,000 Units at $10.00 per Unit, with offering costs of approximately $19.9 million[344]. - As of the Initial Public Offering, 34,500,000 Class A Ordinary Shares subject to possible redemption were presented at redemption value as temporary equity[387]. Business Combination and Extensions - The Company must complete an Initial Business Combination by March 16, 2026, or face liquidation and redemption of Public Shares[360]. - The Company has until March 16, 2026, to consummate the Proposed Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed[369]. - The Company entered into a Merger Agreement with Innovative Rocket Technologies Inc. on July 22, 2025, which will result in iRocket becoming an indirect wholly-owned subsidiary of Holdco[347]. Financial Position and Liabilities - As of June 30, 2025, the Company had approximately $0 in its operating bank account and a working capital deficit of approximately $2.9 million[362]. - The Company issued a Convertible Note to the Sponsor allowing borrowing of up to $1.5 million for ongoing expenses related to the business and Initial Business Combination[365]. - The Company had borrowings of $450,000 under the Extension Note as of December 31, 2024, which were later forgiven[364]. Trust Account and Deposits - The Company has made monthly deposits of $165,000 and $75,000 into the Trust Account for extensions, totaling $990,000 and $450,000 respectively[350][351]. - The Company made monthly deposits of approximately $80,055.99 to the Trust Account between March 16, 2024, and September 26, 2024, totaling approximately $480,335.94[367]. Regulatory and Compliance - The Company received notice from the NYSE on March 18, 2024, regarding the suspension of its securities listing due to failure to complete an Initial Business Combination within three years of its IPO[361]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements[398]. Accounting and Reporting Standards - The company adopted ASU 2023-07 for the annual period ending December 31, 2024, which improves reportable segment disclosure requirements[393]. - The company adopted ASU 2022-03 on December 31, 2023, which clarifies that a contractual sales restriction is not considered in measuring an equity security at fair value[394]. - The company adopted ASU 2016-13 on January 1, 2023, which requires financial assets measured at amortized cost to be presented at the net amount expected to be collected[395]. Administrative and Other Expenses - The Company agreed to pay the Sponsor $10,000 per month for administrative support services starting from the date its securities were listed on the NYSE[380]. - The company received a waiver of underwriter fees amounting to $6,037,500, with $5,579,875 presented in the consolidated statement of changes in shareholders deficit and $457,625 recognized as a gain on the waiver[383]. Shareholder Equity and Warrants - The company recognizes Public Warrants and Private Placement Warrants as derivative liabilities at fair value, with the fair value of Public Warrants as of December 31, 2023, and 2022 based on observable listed prices[386]. - The company calculates net income per ordinary share by dividing net income by the weighted average shares of ordinary shares outstanding for the respective period[389]. - Diluted net income (loss) per share is the same as basic net income (loss) per share for the years ended December 31, 2024, 2023, and 2022, as the exercise of Warrants is contingent upon future events[391]. Off-Balance Sheet Arrangements - As of June 30, 2025, the company did not have any off-balance sheet arrangements[397].

Group 1 - Ross Stores, Inc. has completed its store growth plans for fiscal 2025 by opening 36 Ross Dress for Less and four dd's DISCOUNTS stores across 17 states [1] - The company added a total of 90 new locations throughout the fiscal year, enhancing its brand presence in both existing and new markets [1] - Ross Dress for Less currently operates 1,909 locations, while dd's DISCOUNTS has 364 stores, totaling 2,273 locations across 44 states, the District of Columbia, Guam, and Puerto Rico [2] Group 2 - The company projects future growth, aiming to expand to at least 2,900 Ross Dress for Less and 700 dd's DISCOUNTS locations over time [1] - Ross Stores, Inc. reported fiscal 2024 revenues of $21.1 billion, positioning itself as a leading off-price apparel and home fashion chain in the United States [2]

IPO and Business Combination - The company completed its Initial Public Offering (IPO) on March 16, 2021, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit[129]. - The company extended the deadline for completing an Initial Business Combination from September 16, 2023, to March 16, 2024, with a total of $165,000 deposited into the Trust Account for each month of extension[135]. - The Business Combination Agreement with APRINOIA Therapeutics was terminated on August 21, 2023, releasing all parties from claims related to the agreement[133]. - The company must complete one or more Initial Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[141]. - The company has until March 16, 2024, to consummate an Initial Business Combination, after which it may face mandatory liquidation if unsuccessful[146]. - An aggregate of $12.1 million will be payable to the underwriters of the Initial Public Offering for deferred underwriting commissions, contingent upon the completion of an Initial Business Combination[155]. Shareholder Redemptions - Approximately $287.7 million was redeemed from the Trust Account by shareholders on March 9, 2023, resulting in a redemption price of approximately $10.23 per share[134]. - On September 15, 2023, shareholders redeemed 1,339,804 Class A ordinary shares for an aggregate amount of approximately $14.4 million at a redemption price of approximately $10.74 per share[135]. - The company has 13,666,098 ordinary shares outstanding following the recent redemptions, including 5,041,098 Class A Ordinary Shares and 8,625,000 Founder Shares[135]. Financial Position and Performance - As of September 30, 2023, the company had approximately $10,000 in its operating bank account and a working capital deficit of approximately $7.6 million[144]. - For the three months ended September 30, 2023, the company reported a net income of approximately $2.1 million, which included a $1 million non-operating gain from the change in fair value of derivative warrant liabilities[149]. - For the nine months ended September 30, 2023, the company had a net income of approximately $3.5 million, driven by $5 million of income from investments held in the Trust Account[151]. - The company incurred expenses of $30,000 and $90,000 under the Administrative Support Agreement for the three and nine months ended September 30, 2023, respectively[153]. - As of September 30, 2023, the company had accrued approximately $270,000 for services under the Administrative Support Agreement[153]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if an Initial Business Combination is not consummated by the deadline[146]. Debt and Financing - The company issued an Extension Note to the Sponsor for up to $450,000 to cover extension payments needed until March 16, 2024[137]. - A Convertible Note was issued to the Sponsor allowing the company to borrow up to $1,500,000 for ongoing expenses related to the business and potential Business Combination[139]. - As of September 30, 2023, the company had borrowings of $75,000 for extension payments documented by the Extension Note[138]. Regulatory and Reporting Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO[170]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404[170]. - The company is exempt from certain executive compensation disclosures required of non-emerging growth public companies under the Dodd-Frank Act[170]. - The company does not have any off-balance sheet arrangements as of September 30, 2023[168]. Other Financial Gains - The company recognized a gain of $457,625 from the waiver of underwriter fees by one of the underwriters[156].

Financial Performance - For the three months ended June 30, 2023, the company had a net income of approximately $2.3 million, driven by a $1.6 million non-operating gain from the change in fair value of derivative warrant liabilities[145]. - The company had a net income of approximately $1.4 million for the six months ended June 30, 2023, with $4.4 million from investments held in the trust account[147]. - For the six months ended June 30, 2022, the company reported a net income of approximately $10.0 million, which included a non-operating gain of approximately $13.1 million from the change in fair value of derivative warrant liabilities[148]. Initial Public Offering and Business Combination - The company completed its Initial Public Offering on March 16, 2021, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit[130]. - On August 21, 2023, the company mutually agreed to terminate the Business Combination Agreement with APRINOIA Therapeutics Inc.[134]. - The company extended the deadline to complete an Initial Business Combination from September 16, 2023, to March 16, 2024, following shareholder approval[136]. - The company must complete an Initial Business Combination with a fair market value of at least 80% of the assets held in the Trust Account[138]. - If the company fails to complete an Initial Business Combination by March 16, 2024, it will cease operations and liquidate[139]. - An aggregate of $12.1 million will be payable to the underwriters of the Initial Public Offering for deferred underwriting commissions, contingent upon the completion of an Initial Business Combination[151]. Financial Position and Liabilities - As of June 30, 2023, the company reported a working capital deficit of approximately $7.5 million and only $10,000 in its operating bank account[140]. - As of June 30, 2023, the company had $660,000 outstanding under Working Capital Loans[141]. - Approximately $287.7 million was redeemed from the Trust Account by shareholders exercising their right to redeem shares as of March 9, 2023[135]. - As of June 30, 2023, the company had approximately $240,000 accrued for services related to the Administrative Support Agreement[149]. Accounting and Compliance - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[162]. - The company recognizes changes in the redemption value of Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[157]. - The company has two classes of shares, Class A and Class B, with net (loss) income per ordinary share calculated by dividing net (loss) income by the weighted average shares outstanding[158]. - As of June 30, 2023, the company did not have any off-balance sheet arrangements[164]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[165]. Expenses - The company incurred expenses of $30,000 and $60,000 under the Administrative Support Agreement for the three and six months ended June 30, 2023, respectively, consistent with the previous year[149]. - The company received waivers of underwriter fees totaling $6,037,500 from two underwriters, with $5,579,875 recognized in the statement of changes in shareholders deficit and $457,625 recognized as a gain[152][153].

IPO and Capital Raising - The company completed its Initial Public Offering (IPO) on March 16, 2021, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, with offering costs of approximately $19.9 million[117]. - A private placement of 5,933,333 Private Placement Warrants was executed simultaneously, generating gross proceeds of $8.9 million at a price of $1.50 per warrant[118]. - The Company has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily intended for the Business Combination[143]. Business Combination - The company entered into a Business Combination Agreement with APRINOIA Therapeutics Inc. on January 17, 2023, involving a series of mergers that will result in APRINOIA becoming a wholly-owned subsidiary of the company[120]. - The total consideration for the business combination includes the conversion of 3,018,750 Founder Shares into Class A Ordinary Shares and the issuance of 28,000,000 PubCo Ordinary Shares based on the APRINOIA Exchange Ratio[122][125]. - The APRINOIA Exchange Ratio will determine the number of PubCo Ordinary Shares received by APRINOIA shareholders, calculated based on the total number of APRINOIA shares outstanding[125]. - The business combination is subject to customary conditions and representations, ensuring compliance with regulatory requirements[127]. - The Company has until September 16, 2023, to consummate the proposed Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed[149]. - The Sponsor agreed to support the Business Combination and vote in favor of it, with certain shares subject to forfeiture based on performance milestones[133]. Financial Performance - The Company had a net loss of approximately $1.4 million for the three months ended March 31, 2023, which included a non-operating loss of approximately $3.7 million from the change in fair value of derivative warrant liabilities[153]. - The Company incurred approximately $30,000 in administrative expenses for the three months ended March 31, 2023, under the Administrative Support Agreement[155]. - The Company has a working capital deficit of approximately $6.9 million as of March 31, 2023[146]. - The Company has not generated any operating revenues as of March 31, 2023, and will not do so until the completion of the Initial Business Combination[152]. Shareholder Activity - Shareholders holding 28,119,098 Public Shares redeemed their shares for approximately $287.7 million, resulting in a pro rata payment of about $10.23 per share[141]. - An aggregate of $12.1 million will be payable to the underwriters of the Initial Public Offering for deferred underwriting commissions, contingent upon the completion of an Initial Business Combination[157]. Debt Financing - APRINOIA has secured up to $35 million in debt financing through Convertible Notes, which bear a simple interest rate of 5% per annum[128][129]. - The company received $12.5 million in exchange for Convertible Notes as part of the business combination[129]. - R Investments, an affiliate of the company, entered into a Convertible Note Purchase Agreement for $7.5 million, which is convertible under certain conditions related to the business combination[130]. Accounting and Reporting - The Company recognizes derivative warrant liabilities at fair value, with the Public Warrants valued based on observable listed prices as of March 31, 2023, and December 31, 2022[160]. - As of the Initial Public Offering, 34,500,000 Class A ordinary shares are subject to possible redemption, presented at redemption value as temporary equity[161]. - The Company calculates net (loss) income per ordinary share by dividing net (loss) income by the weighted average shares of ordinary shares outstanding for the respective period[163]. - Diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2023, due to the anti-dilutive effect of warrants[165]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[167]. - As of March 31, 2023, the Company did not have any off-balance sheet arrangements[169]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[170]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[171].

Initial Public Offering and Financing - The company completed its Initial Public Offering on March 16, 2021, raising gross proceeds of $345.0 million from the sale of 34,500,000 units at $10.00 per unit, with offering costs of approximately $19.9 million[18]. - The company placed $345.0 million of net proceeds from the Initial Public Offering into a Trust Account, invested only in U.S. government securities or cash, until the completion of the Initial Business Combination[20]. - Each Private Placement Warrant was sold at $1.50, generating gross proceeds of $8.9 million, with each warrant exercisable for one Class A Ordinary Share at an initial exercise price of $11.50[19]. - APRINOIA has secured up to $35.0 million in aggregate debt financing through Convertible Notes to meet its working capital requirements, with a simple interest rate of 5% per annum[30]. - R Investments, an affiliate of the company, entered into a Convertible Note Purchase Agreement for $7.5 million, which is convertible under certain conditions related to the business combination[31]. - The company has approximately $333 million from the Initial Public Offering and the sale of Private Placement Warrants available for the Initial Business Combination and related expenses[195]. Business Combination Agreement - The company entered into a Business Combination Agreement with APRINOIA Therapeutics Inc. on January 17, 2023, which involves a series of mergers resulting in APRINOIA becoming a wholly-owned subsidiary of the company[22]. - The Business Combination Agreement stipulates that the company will convert each remaining issued and outstanding Founder Share into Class A Ordinary Shares on a one-for-one basis[23]. - The company’s business combination will involve the cancellation of APRINOIA's outstanding shares in exchange for newly issued PubCo Ordinary Shares based on the APRINOIA Exchange Ratio[26]. - The Proposed Business Combination aims for the post-combination company to indirectly own or acquire 100% of APRINOIA's equity interests or assets[55]. - If the Proposed Business Combination is not completed, the company may pursue an alternative Initial Business Combination, potentially acquiring less than 100% of the target business[55]. Trust Account and Redemption Rights - Approximately $287.7 million (approximately $10.23 per share) was redeemed from the Trust Account following shareholder approval on March 13, 2023[43]. - The remaining funds in the Trust Account were approximately $65.46 million as of March 31, 2023[44]. - 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[54]. - The company will not redeem Public Shares if the Proposed Business Combination does not close, even if a Public Shareholder has elected to redeem[75]. - A Public Shareholder is restricted from redeeming more than 15% of the remaining shares sold in the Initial Public Offering without prior consent[85]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a shareholder meeting or a tender offer[78]. - If the Proposed Business Combination is not completed, Public Shareholders may receive approximately $10.00 per Public Share upon liquidation of the Trust Account[161]. Shareholder Approval and Voting - Approval of the Initial Merger requires a special resolution, needing at least two-thirds of the ordinary shares that attend and vote at the shareholder meeting[80]. - The Sponsor owns 57.5% of the outstanding ordinary shares and has agreed to vote in favor of the Proposed Business Combination[134]. - The company may not seek shareholder approval for the Initial Business Combination if it does not require it under applicable laws, potentially allowing completion without majority support[130]. - The company’s Sponsor controls 57.5% of the issued and outstanding ordinary shares, potentially influencing shareholder votes in ways that may not align with broader shareholder interests[209]. Risks and Challenges - The company faces intense competition from other entities seeking similar business combinations, which may limit its ability to acquire sizable target businesses[119]. - The lack of business diversification may expose the company to risks associated with depending on a single business post-combination[69]. - The management team of APRINOIA was closely scrutinized, but there is no assurance that they will have the necessary skills to manage a public company[70]. - The company may face challenges in completing an Initial Business Combination due to the ongoing impacts of COVID-19 on financial markets and potential target businesses[142]. - If too many Public Shareholders exercise their redemption rights, the company may not meet closing conditions for future business combinations[135]. Financial Condition and Indemnification - The company has incurred considerable costs in selecting and evaluating APRINOIA for the Proposed Business Combination[68]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and executive officers, which could impact shareholder interests[173]. - The company has agreed to indemnify its officers and directors, but this may discourage shareholders from bringing lawsuits against them for breach of fiduciary duty[173]. - The Trust Account may be subject to claims from third parties, potentially reducing the per-share redemption amount below $10.00[169]. Compliance and Regulatory Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until it meets specific revenue or market value thresholds[121]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing the Proposed Business Combination, particularly if the target business is not compliant[211]. - The company may face additional risks and complexities if pursuing a target company with operations outside the United States, impacting the ability to complete the Proposed Business Combination[212]. - The company may not be able to maintain control of APRINOIA or another target business post-transaction, affecting operational profitability[201]. Future Outlook - The company must complete the Proposed Business Combination or another Initial Business Combination by September 16, 2023, or it will cease operations and liquidate[145]. - The company expects to operate until at least September 16, 2023, relying on loans from its Sponsor or affiliates if necessary[163]. - If the Proposed Business Combination is not completed by September 16, 2023, Public Shareholders may only receive approximately $10.00 per Public Share upon liquidation[178]. - The company may not complete the Proposed Business Combination if the net proceeds from the Initial Public Offering and Private Placement Warrants are insufficient[164].

Financial Performance - The company had a net income of approximately $3.3 million for the three months ended September 30, 2022, compared to a net income of approximately $466,000 for the same period in 2021[138][139]. - For the nine months ended September 30, 2022, the company reported a net income of approximately $13.4 million, driven by a $14.5 million non-operating gain from the change in fair value of derivative warrant liabilities[140]. - The diluted net income (loss) per share for the three and nine months ended September 30, 2022, is the same as the basic net income (loss) per share due to the anti-dilutive effect of warrants[152]. Financial Position - As of September 30, 2022, the company had approximately $70,000 in its operating bank account and a working capital deficit of approximately $3.8 million[131]. - The company has no amounts outstanding under any Working Capital Loans as of September 30, 2022[133]. - The company has no off-balance sheet arrangements as of September 30, 2022, and December 31, 2021[155]. Initial Public Offering - The company raised gross proceeds of $345.0 million from its Initial Public Offering, with offering costs of approximately $19.9 million[125]. - The company has placed $345.0 million of net proceeds from the Initial Public Offering in a Trust Account, invested only in U.S. government securities[127]. Business Risks and Compliance - The company must complete a business combination by March 16, 2023, or face mandatory liquidation and dissolution[134]. - The company is subject to risks associated with emerging growth companies, including uncertainties related to potential business combinations[124]. Accounting Standards and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[156]. - 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[157]. - The company does not believe that recently issued accounting standards updates will have a material effect on its financial statements[154]. Administrative Expenses - The company incurred $30,000 in administrative support expenses for both the three months ended September 30, 2022, and 2021[142]. Equity and Redemption - The company recognized changes in the redemption value of its Class A ordinary shares, which are subject to possible redemption, as temporary equity[148][149].

Financial Performance - The company had a net income of approximately $1.6 million for the three months ended June 30, 2022, consisting of a $4.4 million non-operating gain from the change in fair value of derivative warrant liabilities[131] - For the six months ended June 30, 2022, the company reported a net income of approximately $10.0 million, which included a $13.1 million non-operating gain from the change in fair value of derivative warrant liabilities[133] - The company had a net income of approximately $9.1 million for the three months ended June 30, 2021, primarily from a $9.2 million non-operating gain from the change in fair value of derivative warrant liabilities[132] - The diluted net income (loss) per share for the three and six months ended June 30, 2022, is the same as the basic net income (loss) per share due to the anti-dilutive effect of warrants[145] Financial Position - As of June 30, 2022, the company had approximately $70,000 in its operating bank account and a working capital deficit of approximately $3.8 million[124] - The company raised gross proceeds of $345.0 million from its Initial Public Offering, incurring offering costs of approximately $19.9 million[118] - The company placed $345.0 million of net proceeds from the Initial Public Offering in a trust account, invested only in U.S. government securities or money market funds[120] Business Combinations - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account by March 16, 2023, or face mandatory liquidation[121] - The company has until March 16, 2023, to consummate the proposed Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed[127] Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified in fiscal year 2021 but has been remediated as of June 30, 2022[155] - The company has enhanced its internal control processes to better evaluate and apply complex accounting standards[155] - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended June 30, 2022[154] - The company conducted an evaluation of its disclosure controls and procedures, concluding they were effective as of June 30, 2022[152] - The company has no off-balance sheet arrangements as of June 30, 2022, and December 31, 2021[148] Accounting Standards - The company is evaluating the impact of the recently issued ASU 2022-03 on its condensed financial statements, effective for fiscal years beginning after December 15, 2023[146] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[149] - The management believes that no recently issued accounting standards updates would have a material effect on the financial statements if adopted[147] Legal Matters - There are no legal proceedings against the company as of the reporting date[156] Administrative Expenses - The company incurred $30,000 in administrative support expenses for both the three months ended June 30, 2022, and 2021[135]