Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $976,817, which included interest income of $2,514,666 and a gain from the change in the fair value of warrants of $402,811 [134]. - The company incurred a loss from operations of $612,985 for the three months ended March 31, 2023, primarily due to operating costs [134]. - The company had cash used in operating activities of $598,170 for the three months ended March 31, 2023, compared to $293,274 for the same period in 2022 [139][140]. - Net income per share is calculated by dividing net income by the weighted average number of common stock outstanding, with two classes of shares sharing income and losses pro rata [160]. Initial Public Offering - The company completed its initial public offering on March 2, 2021, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit [128]. - Offering costs related to the initial public offering were allocated between common stock and public warrants, with costs for public warrants expensed immediately [159]. Trust Account and Business Combination - As of March 31, 2023, the company had approximately $32.65 million remaining in the trust account after redemptions, with cash held outside the trust account amounting to $364,104 [138][142]. - The company plans to use substantially all funds in the trust account to complete its initial business combination, with remaining proceeds to be used for working capital [141]. - The company extended the time to complete a business combination to December 2, 2023, following a special meeting where stockholders redeemed shares for approximately $318.4 million [132]. - The company anticipates that the cash held outside the trust account may not be sufficient to operate until the end of the Combination Period if no business combination is consummated [146]. - Management has raised substantial doubt about the company's ability to continue as a going concern if an initial business combination does not occur by the deadline [149]. Equity and Liabilities - As of March 31, 2023, the company had no long-term debt or off-balance sheet arrangements [150][151]. - Class A common stock subject to possible redemption is classified as temporary equity and presented at redemption value, reflecting uncertain future events [155]. - The company has 11,796,667 common stock warrants classified as derivative warrant liabilities, with fair value adjustments made at each reporting period [157]. Accounting Standards and Economic Factors - Recent accounting standards (ASU 2020-06) effective January 1, 2024, may simplify accounting for convertible instruments and affect diluted earnings per share calculations [161]. - Management does not anticipate that recently issued accounting pronouncements will materially affect the financial statements [162]. - Economic uncertainties, including inflation and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination [163].

IPO and Fundraising - The company completed its initial public offering on March 2, 2021, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit[23]. - An additional 4.5 million over-allotment units were sold on March 10, 2021, generating gross proceeds of $45 million[25]. - As of December 31, 2022, the company had marketable securities in the trust account totaling $349,466,161, with interest income of $5,053,210 earned during the year[170]. - The company has $349,466,161 available in the trust account for an initial business combination as of December 31, 2022, with approximately $32.65 million remaining as of March 31, 2023[70]. - The company has approximately $352,305 of proceeds held outside the trust account as of December 31, 2022, to fund costs associated with dissolution if necessary[117]. - The company has $352,305 available from the proceeds of its initial public offering to cover potential claims and expenses related to liquidation[122]. Business Combination and Strategy - The company extended its business combination period from March 2, 2023, to December 2, 2023, following stockholder approval[26]. - The company intends to acquire a target business with an enterprise value significantly above the net proceeds of its initial public offering and may need additional financing to complete the business combination[55]. - The company is focusing on acquiring businesses with equity values between $150 million and $2 billion that have a compelling reason to list in the U.S.[53]. - The company aims to identify targets that can deliver strong earnings and cash flow growth in the short to medium term, with special consideration for those capable of paying dividends post-merger[53]. - The company plans to structure the initial business combination to acquire at least 50% of the outstanding voting securities of the target business[57]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[82]. - The company has the flexibility to identify and select prospective target businesses, although it will focus on a single industry for its initial business combination[86]. Stockholder Actions and Redemption - Following the extension, stockholders redeemed 31,291,466 public shares, resulting in approximately $318.4 million being removed from the trust account[28]. - An aggregate of 31,291,466 public shares were redeemed in connection with the extension of the deadline for the initial business combination[98]. - Public stockholders may redeem up to 15% of the shares sold in the initial public offering without prior consent, to discourage large block accumulations[107]. - The redemption process requires stockholders to tender their certificates or deliver shares electronically up to two business days prior to the vote[108]. - If the initial business combination is not completed by December 2, 2023, the company will redeem public shares at a price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[114]. - If public stockholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn[103]. Financial Performance and Reporting - The company reported a net income of $8,697,124 for the year ended December 31, 2022, which included a gain of $5,716,540 from the change in the fair value of warrant liabilities[166]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022[180]. - The company does not expect any recently issued accounting pronouncements to have a material effect on its financial statements[191]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination, with future dividends dependent on revenues and earnings[152]. - The company has reporting obligations under the Exchange Act, including the requirement to file annual, quarterly, and current reports with the SEC[132]. Risks and Challenges - The company may face risks associated with pursuing a business that is financially unstable or in early stages of development[83]. - The company may encounter increased costs and time delays in completing its initial business combination due to compliance with proposed SEC rules affecting SPACs[140]. - The company’s financial performance may be adversely affected by the lack of established revenue and experienced management in potential target businesses[139]. - Various factors, including economic uncertainty and geopolitical instability, may adversely affect the company's results of operations[192]. - The company may face intense competition from other blank check companies and private equity groups, which may limit its ability to acquire larger target businesses[130]. Governance and Compliance - The board of directors consists of five members, divided into two classes with a two-year term for each class[211]. - The audit committee is composed of independent directors, including Messrs. Richardson, Foresman, and Steains, with Mr. Richardson serving as chair[215]. - The compensation committee is also made up of independent directors, with Messrs. Steains and Richardson as members, and Mr. Steains as chair[216]. - The audit committee is responsible for overseeing the independent registered public accounting firm and ensuring compliance with applicable laws and regulations[217]. - The company has adopted a Code of Ethics applicable to directors, officers, and employees, which is available for public review[220]. - Compliance with Section 16(a) of the Exchange Act has been confirmed, with all required reports filed in a timely manner for the year ended December 31, 2022[221].