Core Insights - Spree Acquisition Corp. 1 demonstrates significantly lower volatility compared to the S&P 500, with a beta of -0.02, indicating it is 102% less volatile than the index [1] - The company has a net margin of N/A, a return on equity of -22.17%, and a return on assets of 6.72% [2] - In terms of revenue, Spree Acquisition Corp. 1 reported gross revenue of $4.35 million, while its peers generated $1.62 billion in revenue but reported a net income loss of $34.97 million [4] - The price-to-earnings ratio for Spree Acquisition Corp. 1 is lower than that of its peers, suggesting it is more affordable compared to other companies in the industry [4] - Institutional ownership stands at 9.9% for Spree Acquisition Corp. 1, while 58.4% of shares are held by insiders, indicating strong insider confidence [6] - Overall, Spree Acquisition Corp. 1 outperforms its peers in 5 out of 9 evaluated factors [7] Risk & Volatility - Spree Acquisition Corp. 1 has a beta of -0.02, indicating it is 102% less volatile than the S&P 500 [1] Profitability - The company has a return on equity of -22.17% and a return on assets of 6.72% [2] Valuation & Earnings - Spree Acquisition Corp. 1's gross revenue is $4.35 million, while its peers have a total revenue of $1.62 billion [4] - The company has a lower price-to-earnings ratio compared to its peers, indicating it is more affordable [4] Institutional & Insider Ownership - 9.9% of Spree Acquisition Corp. 1 shares are held by institutional investors, while 58.4% are held by company insiders [6]

Financial Position - As of March 31, 2024, the company had $0 in cash and a working capital deficit of approximately ($3,315,000) excluding cash in the trust account[112] - The company has an accumulated deficit of approximately $12,315,000 as of March 31, 2024[123] - The company has no long-term debt or significant liabilities, except for a monthly fee of $10,000 to the sponsor for office space and services[133] - As of March 31, 2024, the company has no off-balance sheet arrangements or commitments for capital expenditures[132] Initial Public Offering - The company completed its initial public offering in December 2021, raising net proceeds of $205,100,000, with $204,000,000 deposited into a non-interest-bearing trust account[123] - The net proceeds from the IPO are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[141] - The company is obligated to pay a deferred underwriting fee of $9,000,000, which is 4.5% of the gross proceeds from the IPO, contingent upon the completion of the initial business combination[135] Business Combination Efforts - A letter of intent for a potential business combination was executed on February 5, 2024, but was unilaterally terminated by the target company on March 5, 2024[118] - The company incurred significant costs related to its search for a business combination, including legal and due diligence expenses, since its initial public offering[119] - The company intends to use substantially all investments held in the trust account to fund its post-business combination operations[124] - The company has not engaged in any revenue-generating operations to date and will not generate operating revenues until after completing a business combination[119] - If the initial business combination is not completed, the required liquidation date is December 20, 2024, raising substantial doubt about the company's ability to continue as a going concern[131] Financing and Liquidity - The company has relied on loans from its sponsor, borrowing $500,000 for monthly trust contributions during the initial extension period[126] - The company may need to continue requesting additional loans from its sponsor to satisfy liquidity needs in pursuit of an initial business combination[129] - The company may need to obtain additional financing to operate the combined entity resulting from the business combination, potentially issuing additional securities or incurring debt[130] Advisory and Transaction Fees - A financial services agreement with Cohen & Company includes an advisor fee of $2,500,000 and a transaction fee of 5.0% of the gross proceeds raised in any financing transaction[140] Delisting - The company was delisted from the NYSE on March 8, 2024, due to noncompliance with the listing standard requiring a market capitalization of at least $40,000,000[115]

Financial Contributions and Trust Account - The company began contributing $100,000 per month to its trust account during the initial extension period due to 4,236,788 public shares remaining outstanding[42] - The company has raised a total of $204 million from its initial public offering and private unit sales, which is placed in the trust account[75] - As of March 31, 2024, the trust fund holds approximately $20,689,000, assuming no redemptions, which can be used for business combination options[105] - The net proceeds from the IPO and private unit sales are invested in U.S. government treasury bills or money market funds, minimizing interest rate risk[118] Market Overview and Growth Potential - The electric vehicle (EV) market is projected to grow at a CAGR of 33.6% from 2020, reaching $2,495.4 billion by 2027, with a volume of 233.9 million units by 2027[53] - The EV market's growth is supported by increasing investments from automotive OEMs and the deployment of charging stations by multinational corporations[53] - Non-incumbents have made over 90% of investments in future-mobility companies since 2010, with traditional automotive companies accounting for only 7%, or approximately $20 billion to $25 billion[48] Business Combination Strategy - The company is evaluating potential business combinations with a fair market value of at least 80% of the assets held in the trust account[81] - The fair market value of the target business must equal at least 80% of the trust account balance at the time of the business combination agreement[110] - The company is currently seeking an initial business combination with a single target business, which may limit diversification and increase risk[112] - The company aims to acquire a target business with significant growth prospects and embedded growth opportunities[92] Acquisition Process and Target Identification - The company has engaged Stifel as a financial advisor for business acquisitions, with compensation determined through arm's length negotiations[81] - The acquisition strategy emphasizes a proactive approach, including due diligence processes involving management meetings and customer interactions[88] - The company aims to identify attractive mobility technology-based businesses that can benefit from access to public markets[71] - The company is focused on sourcing potential business combination targets through extensive industry knowledge and relationships[69] - The company completed a private sale of 945,715 private units at a price of $10.00 per unit, generating gross proceeds of $9,457,150[100] - The company is targeting middle-market businesses, which are believed to provide the greatest number of investment opportunities[90] - The company has a strategy to monitor selected companies for up to four months to assess their activities under regular operating conditions[62] Management and Reporting - The management team has extensive experience in mobility sectors, enhancing the ability to identify and evaluate acquisition opportunities[98] - The company is classified as a "smaller reporting company," allowing for reduced disclosure obligations until certain revenue and market value thresholds are met[117]

Financial Position - As of September 30, 2023, the company had $0 in cash and approximately ($2,756,000) in working capital, compared to approximately $7,000 and ($1,450,000) respectively as of December 31, 2022[139]. - An accumulated deficit of approximately $11,756,000 was reported as of September 30, 2023[172]. - The company has no cash held outside the trust account as of September 30, 2023, which may not be sufficient for operations until December 20, 2024[211]. Trust Account and Shareholder Actions - The trust account balance after a distribution of approximately $166.3 million was approximately $44.9 million[141]. - The net proceeds from the initial public offering and private units amounted to $205,100,000, with $204,000,000 deposited into a non-interest bearing trust account[172]. - As of September 30, 2023, the trust account held approximately $45,724,650 in marketable securities[172]. - Monthly extension period payments of $100,000 were made to the trust account from June 2023 to October 2023, totaling $500,000[174]. - Following two extension meetings, public shares were redeemed, reducing outstanding Class A ordinary shares from 20,945,715 to 2,810,702[210]. - A total of 15,763,212 public shares were redeemed, leaving 5,182,503 Class A ordinary shares and 5,000,000 Class B ordinary shares outstanding[141]. - The company entered into Non-Redemption Agreements with Non-Redeeming Shareholders concerning 1,825,000 shares, with an expected transfer of 638,750 founders shares in exchange for their commitments[165]. Business Combination and Financing - The company extended the deadline to consummate an initial business combination from March 20, 2024, to December 20, 2024, as approved by shareholders[144]. - The sponsor will no longer make $100,000 monthly contributions to the trust account starting November 20, 2023, redirecting efforts towards a successful business combination[145]. - The company may need additional financing to operate the combined entity post-business combination due to potential redemptions of public shares[176]. - The company intends to use funds in the trust account to finance operations of the target business post-business combination[173]. - The company has engaged in discussions for potential business combinations since its IPO in December 2021, including a terminated agreement with WHC[159]. Compliance and Listing Status - The NYSE notified the company of noncompliance with listing standards due to a market capitalization below $40 million, leading to a suspension of trading[168]. - On March 8, 2024, the NYSE delisted the company's securities, which may adversely affect liquidity and value[169]. - The company is evaluating alternatives for listing its securities due to potential NYSE delisting[214].

Financial Position - As of June 30, 2023, the company had $0 in cash and approximately ($2,742,000) in working capital, compared to approximately $7,000 and ($1,450,000) as of December 31, 2022[109]. - The company has not engaged in any revenue-generating operations to date and has an accumulated deficit of approximately $11,742,000 as of June 30, 2023[129][134]. - As of June 30, 2023, the company had approximately $44,884,000 of marketable securities held in the trust account[134]. - The company incurred significant costs in pursuit of financing and acquisition plans, relying on loans from the sponsor, with $500,000 borrowed for monthly trust contributions[138][140]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $10,000 to the sponsor for office space and services[144]. Business Combination Timeline - On June 12, 2023, shareholders approved a nine-month extension for the deadline to consummate the initial business combination, moving it from June 20, 2023, to March 20, 2024[110]. - Following the initial extension meeting, 15,763,212 public shares were redeemed, leaving 5,182,503 Class A ordinary shares and 5,000,000 Class B ordinary shares outstanding[112]. - On June 21, 2023, approximately $166.3 million was distributed from the trust account to redeeming shareholders, leaving a balance of approximately $44.9 million[112]. - The company entered into a Termination Agreement for the WHC Business Combination on August 23, 2023, effectively terminating the agreement[116]. - A second extension meeting was held on December 21, 2023, where shareholders approved an additional nine-month extension to December 20, 2024, for the initial business combination deadline[120]. - In connection with the second extension meeting, 2,371,801 public shares were redeemed, resulting in 2,810,702 Class A ordinary shares remaining outstanding[121]. - On January 3, 2024, the sponsor converted 4,999,999 founders shares from Class B to Class A ordinary shares[124]. - If the initial business combination does not close, the company may be forced to cease operations and liquidate the trust account[140]. Financial Obligations and Costs - The net proceeds from the initial public offering (IPO) were approximately $205,100,000, with $204,000,000 deposited into a non-interest bearing trust account[134]. - The company is obligated to pay a deferred underwriting fee of $9,000,000, which represents 4.5% of the gross proceeds of the IPO, upon the consummation of the initial business combination[144]. - The company has been incurring increased expenses due to being a public company, including legal and financial reporting costs[129]. - The company intends to use substantially all investments held in the trust account to fund the post-business combination company[135]. - The sponsor announced it would cease $100,000 monthly contributions to the trust account starting November 20, 2023, to focus on optimizing efforts for a successful business combination[122]. Compliance and Regulatory Issues - On February 22, 2024, the company received notice of noncompliance with NYSE listing standards, leading to the suspension of trading and potential delisting[126].

Financial Position - As of March 31, 2023, the company had approximately $0 in cash and a working capital deficit of approximately ($1,838,000) compared to approximately $7,000 and ($1,450,000) as of December 31, 2022[95]. - The company has not engaged in any revenue-generating operations to date and has incurred an accumulated deficit of approximately $10,838,000 as of March 31, 2023[99][104]. - The company has no amounts outstanding under loans from its sponsor as of March 31, 2023[101][107]. - As of March 31, 2023, the company had no off-balance sheet arrangements or commitments for capital expenditures[112]. Initial Public Offering - The company completed its initial public offering in December 2021, raising net proceeds of $205,100,000, with $204,000,000 deposited into a non-interest bearing trust account[104]. - A deferred underwriting fee of $9.0 million, representing 4.5% of the gross proceeds of the IPO, is payable upon the consummation of the initial business combination[113]. - The net proceeds from the IPO are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[116]. Business Combination Plans - The company intends to extend the deadline for consummating its initial business combination from June 20, 2023, to September 20, 2023[96]. - The company has entered into a business combination agreement with WHC Worldwide, LLC, and is pursuing additional financing options, including a PIPE financing[93][110]. - The company expects to incur significant costs in pursuit of the WHC Business Combination and cannot assure the success of its plans[95][100]. - The company may need to obtain additional financing to operate the combined company post-business combination, which could involve issuing additional securities or incurring debt[110]. Operational Costs - The company has used proceeds held outside of the trust account primarily for due diligence and evaluation of target businesses[106]. - The company incurs a monthly fee of $10,000 to the sponsor for office space and administrative services, accruing amounts owed due to lack of working capital[113]. - The company may convert up to $1,500,000 of sponsor loans into warrants at a price of $1.00 per warrant upon the closing of its initial business combination[107]. Going Concern - The company has a required liquidation date of June 20, 2023, which raises substantial doubt about its ability to continue as a going concern[111].

Corporate Governance - The company has established an audit committee responsible for overseeing independent auditors and ensuring their independence [314]. - The compensation committee is composed of independent members and is tasked with evaluating executive compensation and overseeing incentive plans [316][317]. - The nominating and corporate governance committee is responsible for reviewing and recommending candidates for the board of directors and overseeing corporate governance guidelines [318][319]. - The company has adopted a code of ethics applicable to all directors, officers, and employees, ensuring compliance with ethical standards [328]. - There are no reported conflicts of interest that have prevented the company from pursuing business opportunities [329]. - The company has a duty to act in good faith and exercise independent judgment in the best interests of the company [332]. - Executive officers and directors have fiduciary duties to other entities, but these obligations are not expected to materially affect the company's business combination plans [333]. - The company has established clear policies for audit partner rotation and pre-approval of audit services to maintain auditor independence [314]. - The company is committed to transparency and will disclose any amendments to its code of ethics on its website [328]. Financial Commitments and Investments - The sponsor paid an aggregate of $25,000 for 5,000,000 Class B ordinary shares, which have an estimated market value of approximately $52.05 million based on a closing price of $10.41 per share on March 22, 2023 [335]. - The sponsor invested $9,457,150 for 945,715 private units, which will be worthless if a business combination is not completed by June 20, 2023, with an aggregate market value of approximately $9.86 million based on the same closing price [335]. - Initial shareholders have agreed to waive their redemption rights regarding founders shares if the initial business combination is not completed within 18 months after the IPO closing date [335]. - The company may incur indemnification costs for its officers and directors, which could adversely affect shareholder investments if the trust account is liquidated [343]. - The trust account is invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk due to the short-term nature of these investments [286]. - The sponsor and its affiliates hold approximately a 22.9% equity stake in the company, consisting of 945,715 Class A ordinary shares and 5,000,000 Class B ordinary shares [336]. - The sponsor may convert up to $1,500,000 in loans into warrants at $1.00 per warrant in connection with the WHC Business Combination [336]. - The sponsor has agreed to indemnify the company to ensure that the trust account proceeds are not reduced below $10.20 per public share in case of liquidation [336]. Business Combination Plans - The company plans to submit the WHC Business Combination to public shareholders for a vote, with initial shareholders agreeing to vote in favor [340]. - The company has entered into indemnity agreements with its officers and directors to attract and retain talent [344].

Financial Position - As of September 30, 2022, total assets amounted to $205,757 thousand, a slight increase from $205,745 thousand as of December 31, 2021[19] - Total current assets decreased to $477 thousand from $1,394 thousand as of December 31, 2021, primarily due to a reduction in cash and cash equivalents[19] - Cash and cash equivalents held in the trust account increased to $205,204 thousand from $204,000 thousand as of December 31, 2021[19] - The Company has approximately $94 thousand in cash and an accumulated deficit of $8,809 thousand as of September 30, 2022[46] - As of September 30, 2022, the company had approximately $205,204,000 in cash and marketable securities held in a trust account, with an accumulated deficit of approximately $8,809,000[103] - The net proceeds from the initial public offering (IPO) were approximately $205,100,000 after deducting offering expenses, with $204,000,000 deposited into a non-interest bearing trust account[103] - The company has no off-balance sheet financing arrangements or long-term debt obligations as of September 30, 2022[110] Performance and Losses - The company reported a net loss of $253 thousand for the nine months ended September 30, 2022, compared to a net profit of $259 thousand for the three months ended September 30, 2022[22] - The company has an accumulated deficit of $8,809 thousand as of September 30, 2022, up from $7,352 thousand as of December 31, 2021[19] - Loss attributable to redeemable Class A ordinary shareholders was $(1,123) thousand for the nine months ended September 30, 2022, compared to $(540) thousand for the three months ended September 30, 2022[75] - Basic and diluted loss per non-redeemable Class A and Class B ordinary shares was $(0.06) for the nine months ended September 30, 2022, compared to $(0.03) for the three months ended September 30, 2022[75] Business Combination Plans - The company intends to focus on mobility-related technology businesses for its initial business combination[32] - The Company intends to complete the Initial Business Combination before the mandatory liquidation date of June 20, 2023[47] - The Company has until March 20, 2023, to consummate the initial Business Combination, or it will face mandatory liquidation[50] - A business combination agreement was entered into with WHC Worldwide, LLC, expected to close in the first half of 2023, subject to shareholder approval[81] - The business combination will utilize cash from the initial public offering, new financing, and/or issuance of shares to target company shareholders[84] - The pre-transaction equity value for WHC, LLC is set at $251 million, with a capital restructuring planned at the closing of the transactions[92] - The combined company will be organized in an "Up-C" tax structure, with WHC, LLC holding substantially all assets and business operations[96] - The consummation of the proposed Business Combination is subject to certain conditions as described in the Business Combination Agreement[97] Funding and Liquidity - The initial public offering raised $200 million, with an additional $9,457 thousand from a private placement[36] - The company has broad discretion regarding the application of net proceeds from the public offering towards the initial business combination[39] - The company may need to obtain additional funds to satisfy liquidity needs in its search for an Initial Business Combination[46] - The company expects to incur significant costs in pursuit of financing and acquisition plans, relying on proceeds from the IPO and potential loans from the sponsor to cover working capital needs until the initial business combination[100] - The company may need to obtain additional financing to operate the combined company post-business combination, which could involve issuing additional securities or incurring debt[108] - The company is dependent on additional funding from its sponsor or affiliates to satisfy liquidity needs prior to the prospective business combination[107] Regulatory and Compliance - The Company has no preference shares issued and outstanding as of September 30, 2022[71] - The Company signed an agreement with the Sponsor to pay a fixed $10 thousand per month for administrative expenses, effective from the registration statement for the Public Offering[78] - The Company will pay an additional fee of 4.5% ($9 million) of the gross proceeds of the Public Offering upon completion of the Business Combination[79] - The company has a deferred underwriting fee obligation of $9,000,000, which is payable upon the consummation of the initial business combination[111] - The company has filed certifications for both the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002[31.1][31.2] - The report was signed by the Chief Executive Officer and Chief Financial Officer on November 14, 2022, indicating compliance with the Securities Exchange Act of 1934[134][135] Market Conditions - Current unfavorable macro-economic trends, including inflation and rising interest rates, may adversely affect the company's ability to consummate the proposed business combination[121] - The company has not engaged in any revenue-generating operations to date and has only incurred organizational and due diligence expenses related to potential business combinations[99]

Financial Position - As of June 30, 2022, total assets amounted to $205,237,000, a slight decrease from $205,745,000 as of December 31, 2021[18] - Total current assets decreased to $825,000 from $1,394,000 as of December 31, 2021[18] - The company has a capital deficiency of $8,109,000 as of June 30, 2022, compared to $7,352,000 at the end of 2021[18] - Cash and cash equivalents held in the trust account were $204,245,000 as of June 30, 2022, slightly up from $204,000,000 at the end of 2021[18] - As of June 30, 2022, the company had approximately $442,000 in cash and $724,000 in working capital, down from $1,011,000 and $1,297,000 respectively as of December 31, 2021[85] - The company has an accumulated deficit of approximately $8,109,000 as of June 30, 2022[90] Operating Results - The company reported a net loss of $512,000 for the six months ended June 30, 2022, compared to a net loss of $290,000 for the same period in the previous year[21] - Operating expenses for the six months ended June 30, 2022, were $757,000, an increase from $454,000 for the same period in the previous year[21] - The Company recorded a loss attributable to redeemable Class A ordinary shareholders of $(583) thousand for the six months ended June 30, 2022, resulting in a basic and diluted loss per share of $(0.02)[74] - The weighted average of non-redeemable Class A and Class B ordinary shares was 5,945,715, with a basic and diluted loss per share of $(0.03) for the six months ended June 30, 2022[74] Business Combination Plans - The company intends to finance its initial business combination with net proceeds from the public offering and private placement, totaling approximately $209,457,150[35] - The Company has until March 20, 2023, to complete the initial Business Combination, or it will face mandatory liquidation[46] - The Company issued 20,000,000 Class A ordinary shares at $10 per Unit, raising a total of $200 million in the Public Offering[67] - The Sponsor purchased 945,715 private shares for a total of $9,457,150 as part of the Private Placement[67] - The Company has a deferred underwriting compensation liability of $9 million, which is 4.5% of the gross proceeds from the Public Offering, payable upon completion of the Business Combination[78] - The company expects to incur approximately $550,000 for legal, accounting, and due diligence expenses related to business combinations, along with $100,000 for regulatory reporting fees[94] Risks and Challenges - The company faces risks from unfavorable macro-economic trends, including supply chain delays and rising shipping costs, which threaten global economic prosperity[111] - The ongoing COVID-19 pandemic has triggered adverse macro-economic trends, including significant inflationary pressures due to loose monetary policy[111] - Russia's invasion of Ukraine may adversely affect the company's ability to consummate a business combination and could lead to increased compliance costs[112] - The company may face challenges in negotiating and completing its initial business combination due to changes in SEC rules affecting special purpose acquisition companies[114] - The SEC proposed new rules that could increase the costs and time needed to negotiate and complete an initial business combination[115] Compliance and Internal Controls - As of June 30, 2022, the company's disclosure controls and procedures were deemed effective by the Certifying Officers[105] - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[107] - The company has not reported any legal proceedings or defaults upon senior securities[110][117] - The use of proceeds from the IPO remains consistent with the expectations outlined in the final prospectus[116] - The company has not experienced any material changes to the risk factors disclosed in its 2021 Annual Report[111] Funding and Financing - The company has no long-term debt or significant liabilities, except for a deferred underwriting fee of $9,000,000 payable upon the consummation of a business combination[101] - The company has not engaged in any revenue-generating operations to date and relies on interest income from funds held in the trust account[86] - The company may need to raise additional financing to operate the combined company post-business combination, subject to compliance with applicable securities laws[98] - The company has incurred significant costs related to being a public entity and searching for target companies[86] - The company has no off-balance sheet financing arrangements as of June 30, 2022[100] - The company is dependent on additional funding from its sponsor or affiliates prior to the initial business combination, raising concerns about its ability to continue as a going concern[99]

Financial Position - As of March 31, 2022, total assets amounted to $205,473,000, a slight decrease from $205,745,000 as of December 31, 2021[17] - Cash and cash equivalents held in the trust account were $204,013,000, remaining stable compared to $204,000,000 at the end of the previous year[17][22] - The company has a capital deficiency of $7,642,000 as of March 31, 2022, an increase from $7,352,000 at the end of the previous year[17][20] - As of March 31, 2022, the company had $803,000 in cash and $1,085,000 in working capital, compared to $1,011,000 in cash and $1,297,000 in working capital as of December 31, 2021[75] - The net proceeds from the initial public offering and the sale of private units amounted to $205,100,000, with $204,000,000 deposited into a non-interest bearing trust account[81] Operating Results - The company reported a net loss of $290,000 for the three months ended March 31, 2022, compared to an accumulated deficit of $7,642,000[19][20] - Operating expenses for the period were $303,000, leading to a basic and diluted loss per Class A ordinary share of $(0.01)[19] - The basic and diluted loss per Class A ordinary share subject to possible redemption was $(0.01) for the three months ended March 31, 2022[67] - The weighted average of Class A ordinary shares subject to possible redemption was 20,000,000 for the same period[67] - The company has not engaged in any revenue-generating operations to date and will not generate operating revenues until after completing its initial business combination[76] Business Combination Plans - The company intends to focus on mobility-related technology businesses for its initial business combination[27] - The company has not yet reached a definitive agreement with a specific target company for the initial business combination[73] - The company has a commitment to complete its initial business combination within 15 months from the public offering, extendable under certain conditions[35] - The Company has until March 20, 2023, to consummate the initial Business Combination, or it will face mandatory liquidation and dissolution[41] - Management has raised substantial doubt about the Company's ability to continue as a going concern if the business combination is not completed by the deadline[42] Financing and Capital Structure - The initial public offering raised $200 million from the sale of 20,000,000 units at $10 per unit, with an additional $9,457,150 from a private placement[31] - The Company issued 20,000,000 Class A ordinary shares at $10 per Unit, raising a total of $200 million in the Public Offering[61] - The Deferred Underwriting Compensation of 4.5% ($9 million) will be payable upon the completion of the Business Combination[70] - The issuance of additional ordinary shares in a business combination may significantly dilute the equity interest of investors[74] - The company intends to utilize cash from the proceeds of the initial public offering and private placement for the business combination[73] Expenses and Costs - The company expects to incur approximately $550,000 for legal, accounting, and due diligence expenses related to business combinations, along with $100,000 for regulatory reporting fees[86] - The company has incurred increased expenses as a public company, including legal and financial reporting costs, since its initial public offering in December 2021[76] - The company has no current intention to seek loans from parties other than its sponsor or an affiliate, as it does not believe third parties are willing to provide such funds[85] - The company may need to obtain additional financing to complete its initial business combination or to redeem a significant number of public shares[88] Risks and Regulatory Environment - The company has identified potential risks to its business combination plans due to unfavorable macro-economic trends related to the COVID-19 pandemic and geopolitical issues[99][100] - On March 30, 2022, the SEC proposed new rules that may increase costs and time for SPAC business combinations, potentially affecting the completion of initial business combinations[104] - The Registration Statement for the IPO was declared effective on December 15, 2021, with no material change in the expected use of proceeds from the IPO[105] - There are no defaults upon senior securities reported[106] - Mine safety disclosures are not applicable to the company[107] - No additional information was provided that is relevant to the financial performance or strategy[108]