IPO and Business Combination Timeline - The company completed its Initial Public Offering (IPO) on May 12, 2022, raising gross proceeds of 225millionfromthesaleof22,500,000unitsat10.00 per unit[26]. - Following the extraordinary general meeting on August 11, 2023, shareholders approved the extension of the business combination deadline to August 12, 2024, and 16,085,554 Class A ordinary shares were redeemed at approximately 10.74pershare,totalingabout172.77 million[27]. - The company has until August 12, 2024, to consummate a business combination, with a maximum aggregate contribution to the trust account not exceeding 1,200,000[89].−IfthebusinesscombinationisnotcompletedbyAugust12,2024,thecompanywillredeempublicsharesatapriceequaltotheamountintheTrustAccount,minusupto100,000 for dissolution expenses[84]. - If the initial business combination is not completed within 27 months of the IPO closing, public shareholders may only receive approximately 10.30pershareuponliquidation[130].BusinessStrategyandTargetFocus−Thecompanyintendstofocusitsacquisitioneffortsonhigh−growthsectorsinIndia,includinghealthcare,software,consumerservices,ITservices,business−to−business,andfintech[36].−Thecompanyaimstotargetcompanieswithanenterprisevalueexceeding1 billion, emphasizing appropriate valuations and strong management teams[37]. - The company may pursue acquisition opportunities in various industries, including early-stage or financially unstable businesses, which carry inherent risks[137]. Financial Condition and Risks - The company has generated non-operating income from interest on proceeds from the IPO, but no operational activities have been initiated since inception[33]. - The company is subject to risks associated with early-stage and emerging growth companies, particularly due to geopolitical factors such as the invasion of Ukraine by Russia[35]. - The company faces risks related to the ability of public shareholders to redeem shares, which may affect the attractiveness of its financial condition to potential targets[63]. - If the company does not complete its initial business combination, public shareholders may receive only approximately 10.30pershareuponliquidation[149].−Thecompanymayincursubstantialdebttocompleteabusinesscombination,whichcouldadverselyaffectitsleverageandfinancialcondition[156].ShareholderDynamicsandGovernance−Initialshareholdersneed1,660,349publicshares(16.9610.30 per Class A ordinary share, potentially increasing to approximately 11.10pershareifthesponsormakestotalcontributionsof1,200,000[99]. - The nominal purchase price for founder shares was 25,000,approximately0.0035 per share, which may lead to significant dilution of public shares upon business combination[218]. - The company must maintain a market value of listed securities of at least $50 million and a minimum of 1.1 million publicly held shares to remain listed on Nasdaq[215]. Management and Operational Risks - The management team possesses extensive experience in sourcing, structuring, and executing mergers and acquisitions, which is expected to provide a competitive advantage in identifying suitable targets[46]. - The departure of key personnel from an acquisition candidate could negatively impact the operations and profitability of the post-combination business[182]. - Limited ability to assess the management of a prospective target business may lead to a combination with management lacking necessary skills[189]. Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[58]. - The company may not proceed with a business combination if it would cause shares to be considered a "penny stock" under the Exchange Act[75]. - The company has not verified whether its sponsor has sufficient funds to satisfy indemnity obligations, which could impact the funds available for business combinations[118].
