10-Q

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, 2023

OR

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     .

Commission File Number 001-40279

DISRUPTIVE ACQUISITION CORPORATION I

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

11501 Rock Rose Avenue, Suite 200 Austin, Texas	78758
(Address of Principal Executive Offices)	Zip Code

Registrant’s telephone number, including area code: +1 424-205-6858

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A ordinary shares, par value $0.0001 per share	DISA	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	DISAW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	DISAU	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes ☒    No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☒    No ☐

As of August 14, 2023, 1,709,100 Class A ordinary shares, par value $0.0001 per share, and 6,875,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

DISRUPTIVE ACQUISITION CORPORATION I

Form 10-Q

For the Quarter Ended June 30, 2023

Table of Contents

		Page
PART I – FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	3
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	4
	Notes to Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. Controls and Procedures		20
PART II – OTHER INFORMATION		22
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		22
Item 3. Defaults Upon Senior Securities		22
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits		23

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

DISRUPTIVE ACQUISITION CORPORATION I
CONDENSED BALANCE SHEETS

	June 30, 2023 (Unaudited)			December 31, 2022
Assets
Current assets:
Cash	$	27,426		$	28,039
Prepaid expenses		209,414			90,445
Total current assets		236,840			118,484
Marketable securities held in trust account		17,959,855			278,984,824
Total assets	$	18,196,695		$	279,103,308
Liabilities, redeemable ordinary shares and shareholders’ deficit
Current liabilities:
Accounts payable and accrued expenses	$	1,709,256		$	1,460,388
Due to related party		40,660			54,241
Promissory note - related party		1,500,000			—
Total current liabilities		3,249,916			1,514,629
Warrant liabilities		1,319,308			177,421
Promissory note - related party - long term		—			750,000
Deferred underwriting discount		9,625,000			9,625,000
Total liabilities		14,194,224			12,067,050
Commitments and contingencies (see Note 6)
Class A ordinary shares subject to possible redemption,1,709,100 and 27,500,000 shares at redemption value of $10.51 and $10.14 at June 30, 2023 and December 31, 2022, respectively		17,959,855			278,984,823
Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2023 and December 31, 2022		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding, excluding 1,709,100 and 27,500,000 shares subject to possible redemption at June 30, 2023 and December 31, 2022		—			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,875,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		688			688
Additional paid-in capital		—			—
Accumulated deficit		(13,958,072	)		(11,949,253	)
Total shareholders’ deficit		(13,957,384	)		(11,948,565	)
Total liabilities, redeemable ordinary shares and shareholders’ deficit	$	18,196,695		$	279,103,308

The accompanying notes are an integral part of the unaudited condensed financial statements.

1

DISRUPTIVE ACQUISITION CORPORATION I

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Formation and operating costs (recovery)	$	(72,271	)	$	330,090		$	866,931		$	810,016
Income (loss) from operations		72,271			(330,090	)		(866,931	)		(810,016	)
Other income:
Dividend earned on trust account		211,610			371,367			2,046,305			399,061
Change in fair value of warrant liabilities		(170,980	)		2,647,404			(1,141,887	)		10,489,890
Total other income, net		40,630			3,018,771			904,418			10,888,951
Net income	$	112,901		$	2,688,681		$	37,487		$	10,078,935
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		1,709,100			27,500,000			9,118,640			27,500,000
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.01		$	0.08		$	0.00		$	0.29
Basic and diluted weighted average shares outstanding, Class B ordinary shares		6,875,000			6,875,000			6,875,000			6,875,000
Basic and diluted net income per share, Class B ordinary shares	$	0.01		$	0.08		$	0.00		$	0.29

The accompanying notes are an integral part of the unaudited condensed financial statements.

2

DISRUPTIVE ACQUISITION CORPORATION I
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

	Ordinary Shares Class B				Additional Paid-In  Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Shares		Amount
Balance as of January 1, 2023		6,875,000	$	688	$	—	$	(11,949,253	)	$	(11,948,565	)
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value		—		—		—		(1,834,695	)		(1,834,695	)
Net loss		—		—		—		(75,414	)		(75,414	)
Balance as of March 31, 2023		6,875,000		688		—		(13,859,362	)		(13,858,674	)
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value		—		—		—		(211,611	)		(211,611	)
Net income		—		—		—		112,901			112,901
Balance as of June 30, 2023		6,875,000	$	688	$	—	$	(13,958,072	)	$	(13,957,384	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

	Ordinary Shares Class B				Additional Paid-In Capital		Accumulated  Deficit			Total Shareholders’ Deficit
	Shares		Amount
Balance as of December 31, 2021 (Audited)		6,875,000	$	688	$	—	$	(21,539,671	)	$	(21,538,983	)
Net income		—		—		—		7,390,254			7,390,254
Balance as of March 31, 2022		6,875,000		688		—		(14,149,417	)		(14,149,417	)
Remeasurement adjustment value of Class A to redemption value		—		—		—		(417,074	)		(417,074	)
Net income		—		—		—		2,688,681			2,688,681
Balance as of June 30, 2022		6,875,000	$	688	$	—	$	(11,877,810	)	$	(11,877,122	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

3

DISRUPTIVE ACQUISITION CORPORATION I
CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	37,487		$	10,078,935
Adjustments to reconcile net income to net cash used in operating activities:
Dividend earned on Trust account		(2,046,305	)		(399,061	)
Change in fair value of warrant liability		1,141,887			(10,489,890	)
Changes in current assets and current liabilities:
Prepaid assets		(118,969	)		169,763
Accounts payable and accrued expenses		248,868			147,497
Net cash used in operating activities		(737,032	)		(492,756	)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemption		263,071,274			—
Net cash provided by investing activities		263,071,274			—
Cash Flows from Financing Activities:
Proceeds from (repayment of) advance from related party		(13,581)			16,563
Proceeds from issuance of promissory note		—			423,000
Repayment of debt to related party		—			(131,634	)
Payment of redemptions		(263,071,274	)		—
Proceeds from promissory note to related party		750,000			—
Net cash provided by (used in) financing activities		(262,334,855	)		307,929
Net Change in Cash		(613	)		(184,827	)
Cash - Beginning		28,039			213,495
Cash - Ending	$	27,426		$	28,668
Supplemental Disclosure of Non-cash Financing Activities
Accretion for Class A Common Stock to redemption	$	2,046,306		$	417,074

The accompanying notes are an integral part of the unaudited condensed financial statements.

4

DISRUPTIVE ACQUISITION CORPORATION I
NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization, Business Operations and Going Concern

Organization and General

Disruptive Acquisition Corporation I (the “Company”) was incorporated as a Cayman Islands exempted company on December 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination.

As of June 30, 2023, the Company had not yet commenced any operations. All activity for the year ended June 30, 2023, relates to the Company’s formation and its initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated in the past and expects to generate in the future non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective on March 23, 2021 (the “Effective Date”). On March 26, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000.

Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale (the “Private Placement”) of 4,666,667 warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) to Disruptive Acquisition Sponsor I, LLC (the “Sponsor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000.

In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,750,000 additional units to cover over-allotments (the “Option Units”), if any. On May 5, 2021, the underwriters purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000. Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 333,333 Private Placement Warrants at a purchase price of $1.50 per Warrant, generating gross proceeds to the Company of $500,000.

Trust Account

Following the closing of the Initial Public Offering on March 26, 2021, an amount of $250,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering has been placed in a trust account (the “Trust Account”). On May 6, 2021, in connection with the partial exercise of the Over-Allotment Option, an additional $25,000,000 from the net proceeds of the sale of the Option Units was placed in the Trust Account, for an aggregate of $275,000,000 of net proceeds placed in the Trust Account. The proceeds are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

On February 14, 2023, the Company held an extraordinary meeting of its shareholders (the “Extraordinary Meeting”). At the Extraordinary Meeting, the Company’s shareholders approved, among other things, an amendment to the Company’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate an initial Business Combination from March 26, 2023 to March 26, 2024 and such earlier date as shall be determined by the Company’s board of directors and publicly announced by the Company. In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 public shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discount and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

5

Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement Warrants, will be held in the Trust Account and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account, except for the withdrawal of interest to pay the Company’s taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering (as such period may be extended pursuant to a shareholder vote, the “Combination Period”), subject to applicable law, or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. On February 14, 2023, the Company held the Extraordinary Meeting. At the Extraordinary Meeting, the Company’s shareholders approved, among other things, an amendment to the Company’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate an initial Business Combination from March 26, 2023 to March 26, 2024 or such earlier date as shall be determined by the Company’s board of directors and publicly announced by the Company (the “Extension Vote”). In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 public shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the taxes, divided by the number of then outstanding public shares. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discount the Company will pay to the underwriters of the Initial Public Offering.

The Class A ordinary shares subject to redemption are recorded at a redemption value and were classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

Following the Extension Vote, the Company has until March 26, 2024 (as the same may be further extended pursuant to a shareholder vote) to complete the initial Business Combination. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

The Sponsor, officers and directors have agreed, pursuant to a letter agreement with the Company, to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than Marcum LLP, the Company’s independent auditor) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

6

Liquidity and Going Concern

As of June 30, 2023, the Company had cash outside the Trust Account of $27,426 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of June 30, 2023, none of the amount in the Trust Account was available to be withdrawn as described above.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

On November 15, 2021, the Company issued an unsecured promissory note (the “Note”) in the amount of up to $250,000 to an affiliate of the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes. The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of the Company’s amended and restated memorandum and articles of association) or (ii) the consummation of the initial Business Combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated. On April 12, 2022, the Company amended and restated the Note in its entirety to increase the Note’s principal amount to $500,000.  On August 18, 2022, the Company further amended and restated the Note in its entirety to increase the Note’s principal amount to $750,000. On April 17, 2023, the Note was further amended and restated to increase its principal amount to $1,500,000. As of June 30, 2023 and December 31, 2022, the Company had $1,500,000 and $750,000 borrowings outstanding under the Note, respectively. On August 14, 2023, the Company again amended and restated the Note to increase its principal amount to $2,500,000.

If the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, the Company may have insufficient funds available to operate its business prior to the consummation of its Business Combination and may need to raise additional capital, e.g., through loans from its Sponsor, officers, directors or third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to preserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company cannot assure you that its plans to raise capital or to consummate an initial Business Combination before March 26, 2024 (absent any further extensions of such period with shareholder approval) will be successful.

In addition, the Company only has until March 26, 2024 (as such period may be further extended pursuant to a shareholder vote) to complete its initial Business Combination. If the Company has not completed its initial Business Combination within this Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, and subject to the Company’s obligations under Cayman Islands law, in the case of clauses (ii) and (iii), provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company does not complete its initial Business Combination within the Combination Period.

Management has determined that the Company could have insufficient liquidity to meet its anticipated obligations for at least twelve months after the financial statements are available to be issued due to recurring operating losses and negative cash utilized in operating activities. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors or third parties as needed. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. The Company cannot provide any assurance that new financing will be available to it on acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has also determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete its Initial Business Combination by March 26, 2024 (unless such a period is extended as described herein), then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 26, 2024.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the Russia-Ukraine war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 17, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. At June 30, 2023 and December 31, 2022, the Trust Account had $17,959,855 and $278,984,824 held in marketable securities, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2023 and 2022, the Company has not experienced losses on this account.

8

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 1,709,100 and 27,500,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2023						2022						2023				2022
	Class A			Class B			Class A			Class B			Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income		$	22,479		$	90,422		$	2,150,945		$	537,736	$	21,373	$	16,114	$	8,063,148	$	2,015,787
Denominator:
Weighted-average shares outstanding			1,709,100			6,875,000			27,500,000			6,875,000		9,118,640		6,875,000		27,500,000		6,875,000
Basic and diluted net income per share		$	0.01		$	0.01		$	0.08		$	0.08	$	0.00	$	0.00	$	0.29	$	0.29

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,166,667 ordinary share warrants issued in connection with the Initial Public Offering (8,333,333), Private Placement (4,666,667), and partial exercise of the Over-Allotment Option (1,166,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering, Private Placement and partial exercise of the Over-Allotment Option has been estimated using Monte-Carlo simulations at each measurement date.

9

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company is currently reviewing what impact, if any, adoption would have on the Company’s financial position, results of operations and cash flows.

Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-third of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. On May 5, 2021, the underwriters purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000.

The aggregate number of Units outstanding as a result of the Initial Public Offering and the partial exercise of the Over-Allotment Option is 27,500,000 and the aggregate gross proceeds are $275,000,000.

All of the 27,500,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity.

The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.  The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit.

As of  June 30, 2023 and December 31, 2022, the ordinary share reflected on the balance sheet are reconciled in the following table:

Contingently redeemable ordinary shares at December 31, 2021	$	275,000,000
Plus:
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value		3,984,823
Contingently redeemable ordinary shares at December 31, 2022	$	278,984,823
Less:
Redemption		(263,071,274	)
Plus:
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value		2,046,306
Contingently redeemable ordinary shares at June 30, 2023	$	17,959,855

10

Note 4 — Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per warrant ($7,000,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A Ordinary Shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.

Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 333,333 Private Placement Warrants at a purchase price of $1.50 per Warrant.

The aggregate number of Private Placement Warrants outstanding as a result of the Initial Public Offering and over-allotment is 5,000,000 and the aggregate proceeds are $7,500,000.

The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial Public Offering.

Note 5 — Related Party Transactions

Founder Shares

On December 30, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B Ordinary Shares, par value $0.0001 (the “Founder Shares”). Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ Over-Allotment Option was exercised. On May 5, 2021, the underwriters partially exercised the Over-Allotment Option, which left 625,000 Founder Shares no longer subject to forfeiture and resulted in aggregate of 6,875,000 Founder Shares outstanding. On March 8, 2021, the Sponsor transferred an aggregate of 135,000 of previously acquired Class B Ordinary Shares to the Company’s directors, in each case at their original purchase price.

The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-Up”). Notwithstanding the foregoing, if (1) the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-Up.

Promissory Notes — Related Party

On November 15, 2021, the Company issued an unsecured promissory note in the amount of up to $250,000 to DTA Master, LLC, a Delaware limited-liability company, a related party and an affiliate of the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes. The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of the Company’s amended and restated memorandum and articles of association) or (ii) the consummation of the initial Business Combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated. On April 12, 2022, the Company amended and restated the Note to increase the Note’s principal amount to $500,000. On August 18, 2022, the Company further amended and restated the Note to increase the Note’s principal amount to $750,000. On April 17, 2023, the Note was further amended and restated to increase its principal amount to $1,500,000. As of June 30, 2023 and December 31, 2022, the Company had $1,500,000 and $750,000 outstanding under the Note, respectively. On August 14, 2023, the Company again amended and restated the Note to increase its principal amount to $2,500,000.

11

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.

Administrative Support Agreement

Commencing on the date of the Prospectus, the Company began to be obligated to pay the Sponsor up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023, the Company incurred and accrued $44,864 and $89,864 of administrative support services fees, respectively. For the three and six months ended June 30, 2022, the Company incurred and accrued $43,362 and $88,362 of administrative support services fees, respectively.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the offering and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. Pursuant to the registration rights agreement and including the underwriters’ exercise of 2,500,000 units of their Over-Allotment Option and $1,500,000 of working capital loans are converted into Private Placement Warrants, the Company will be obligated to register up to 15,166,667 Class A Ordinary Shares and 6,000,000 warrants. The number of Class A Ordinary Shares includes (i) 6,875,000 Class A Ordinary Shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Class A Ordinary Shares underlying the Private Placement Warrants and (iii) 1,000,000 Class A Ordinary Shares underlying the Private Placement Warrants issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Prospectus to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On May 5, 2021, the underwriters partially exercised the Over-Allotment Option to purchase an additional 2,500,000 units and forfeited the remainder.

The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering and exercise of the Over-Allotment Option, or $5,500,000. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering and the partial exercise of the Over-Allotment Option upon the completion of the Company’s initial Business Combination, or an aggregate of $9,625,000.

Legal Fees

The Company has engaged a law firm to provide legal due diligence services and business combination services related to potential business combination target companies. The Company currently expects that all fees and expenses related to the various engagements will be deferred and are to be paid fully upon the closing of its initial Business Combination.  Deferred legal fees of $1,034,398 and $1,147,553 have been recorded and presented within accrued expenses within the accompanying balance sheets as of June 30, 2023 and December 31, 2022, respectively.

Note 7 — Shareholders’ Deficit

Preference shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A Ordinary Shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were 1,709,100 and 27,500,000 shares of Class A Ordinary Shares outstanding, all of which are subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B Ordinary Shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were 6,875,000 Class B Ordinary Shares issued or outstanding.

Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

12

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by public shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Note 8 — Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of its initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the Prospectus forms a part or a new registration statement registering, under the Securities Act, the issuance of the Class A Ordinary Shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth (60^th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.10 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder;

13

• if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”); and

• if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above.

If the Company calls the Warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise his, her or its Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of Class A Ordinary Shares issuable upon the exercise of the Company’s warrants. If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Company’s Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Note 9 — Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	June 30, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Assets:
Cash held in trust account	$	17,959,855	$	17,959,855	$	—	$	—
Liabilities:
Public Warrants		841,500		841,500		—		—
Private Warrants		477,808		—		—		477,808
Total	$	1,319,308	$	841,500	$	—	$	477,808

	December 31, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Assets:
Cash held in trust account	$	278,984,824	$	278,984,824	$	—	$	—
Liabilities:
Public Warrants		110,000		110,000		—		—
Private Warrants		67,421		—		—		67,421
Total	$	177,421	$	110,000	$	—	$	67,421

14

The fair value of the Public Warrants at June 30, 2023 and December 31, 2022 was classified as Level 1 due to the use of an observable market quote in an active market. Taking into account the make-whole provision included in the warrant agreement between the Company and Disruptive Acquisition Sponsor I, LLC, dated March 26, 2021, the Private Warrants are classified as level 3.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides quantitative information regarding fair value measurements of warrant liabilities:

	December 31, 2022			June 30, 2023
Share price	$	10.08		$	10.25
Strike price	$	11.50		$	11.50
Term (in years)		0.61			1.42
Volatility		7.8	%		5.1	%
Risk-free rate		4.75	%		5.18	%
Dividend yield		0.00	%		0.00	%

The following table presents the changes in the fair value of warrant liabilities:

	Public		Private Placement		Redeemable (over-allotment)		Private Placement (over-allotment)		Warrant Liabilities
Fair value as of December 31, 2022	$	100,000	$	62,926	$	10,000	$	4,495	$	177,421
Change in valuation inputs or other assumptions		97,500		59,481		9,750		4,249		170,980
Fair value as of June 30, 2023	$	765,000	$	445,954	$	76,500	$	31,854	$	1,319,308

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On August 14, 2023, the Company amended and restated the Note to increase its principal amount to $2,500,000.

15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report on Form 10-Q (the “Quarterly Report”) to “we,” “our,” “us” or the “Company” refer to Disruptive Acquisition Corporation I. References to our “management” or our “management team” refer to our officers and directors and references to the “Sponsor” refer to Disruptive Acquisition Sponsor I, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated on December 29, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Our sponsor is Disruptive Acquisition Sponsor I, LLC, a Delaware limited liability company.

The registration statement for our initial public offering was declared effective on March 23, 2021. On March 26, 2021, we consummated our initial public offering of 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000 and incurring offering costs of approximately $14,750,000, inclusive of $8,750,000 in a deferred underwriting discount. Substantially concurrently with the closing of our initial public offering, we completed the private sale of 4,666,667 private placement warrants, at a price of $1.50 per private placement warrant, to our sponsor, generating gross proceeds of $7,000,000. On May 5, 2021, the underwriters purchased an additional 2,500,000 units pursuant to the partial exercise of their overallotment option. The units were sold at an offering price of $10.00 per unit, generating additional gross proceeds of $25,000,000. In connection with the partial exercise of the overallotment option, our sponsor purchased an additional 333,333 private placement warrants at $1.50, which generated an additional $500,000 in gross proceeds.

Following our initial public offering, the partial exercise of the overallotment option and the related sales of the private placement warrants described above, a total of $275,000,000 was placed in the trust account and was invested in permitted U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. In total, we incurred $15,712,871 in transaction costs, including $5,500,000 of an underwriting discount, $9,625,000 of a deferred underwriting discount and $587,871 of other offering costs.

On February 14, 2023, we held the Extraordinary Meeting. At the Extraordinary Meeting, our shareholders approved, among other things, an amendment to our amended and restated memorandum and articles of association to extend the date that we have to consummate an initial business combination from March 26, 2023 to March 26, 2024 and such earlier date as shall be determined by our board of directors and publicly announced by us. In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

Our management has broad discretion with respect to the specific application of the net proceeds from our initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination.

We will only have until March 26, 2024 (as such period may be further extended pursuant to a shareholder vote) to complete our initial business combination. If we have not completed our initial business combination within this time frame, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete our initial business combination within the allotted period.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Recent Developments

On June 16, 2023, we received a written notice from the Listing Qualifications Department of Nasdaq indicating that we were no longer in compliance with Listing Rule 5550(b)(2) (the “MVLS Listing Requirement”) with respect to our Class A ordinary shares, which requires us to maintain an aggregate market value of listed securities of at least $35.0 million for continued listing on The Nasdaq Capital Market (the “Notice”). The Notice additionally indicates that we have 180 calendar days from the date of the Notice (the “Compliance Period”), or until December 13, 2023, to regain compliance with the MVLS Listing Requirement. Further, the Notice states that if at any time during the Compliance Period the market value of our Class A ordinary shares closes at a value of at least $35.0 million for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed.

The Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our Class A ordinary shares on The Nasdaq Capital Market. While we are exercising diligent efforts to maintain the listing of our Class A ordinary shares on The Nasdaq Capital Market, there can be no assurance that we will be able to regain compliance with the MVLS Listing Requirement within the Compliance Period or otherwise maintain compliance with other continued listing requirements with respect to any of our listed securities. In addition, if we do not meet the MVLS Listing Requirement by the end of the Compliance Period, our Class A ordinary shares will become subject to delisting. In the event we receive notice that our Class A ordinary shares are being delisted, Nasdaq’s rules permit us to appeal any delisting determination by the Nasdaq staff to a hearings panel.

See “Risk Factors—Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions” in this this Quarterly Report.

16

Liquidity and Capital Resources

As of June 30, 2023, we had cash outside the trust account of $27,426 available for working capital needs. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination. All remaining cash held in the trust account is generally unavailable for its use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares. As of June 30, 2023, none of the amount in the trust account was available to be withdrawn as described above.

Through June 30, 2023, our liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from our initial public offering and the sale of the private placement warrants.

On November 15, 2021, we issued an unsecured promissory note in the amount of up to $250,000 to an affiliate of our sponsor. The proceeds of the note, which may be drawn down from time to time until we consummate our initial business combination, will be used for general working capital purposes. The note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of our initial public offering (or such later date as may be extended in accordance with the terms of our amended and restated memorandum and articles of association) or (ii) the consummation of our initial business combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the note may be accelerated. On April 12, 2022, we amended and restated the note in its entirety to increase the note’s principal amount to $500,000. On August 18, 2022, we further amended and restated the Note to increase the Note’s principal amount to $750,000. On April 17, 2023, we again amended and restated the Note to increase its principal amount to $1,500,000. As of June 30, 2023 and December 31, 2022, we had $1,500,000 and $750,000 in borrowings outstanding under the Note, respectively. On August 14, 2023, we again amended and restated the Note to increase its principal amount to $2,500,000.

Until consummation of our business combination, we will be using the funds not held in the trust account, funds available to us under the Note, and any additional Working Capital Loans (as defined in Note 5 to the unaudited condensed financial statements included herein) from our initial shareholders, officers and directors, or their respective affiliates (which is described in Note 5 to the unaudited condensed financial statements included herein), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating our business combination.

If our estimates of the costs of undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to the consummation of our initial business combination and may need to raise additional capital, e.g., through loans from our Sponsor, officers, directors or third parties. If we are unable to raise additional capital, we may be required to take additional measures to preserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. We cannot assure you that our plans to consummate an initial business combination before March 26, 2024 (absent any further extensions of such period with shareholder approval) will be successful.

In addition, we only have until March 26, 2024 (as such period may be further extended pursuant to a shareholder vote) to complete our initial business combination. If we have not completed our initial business combination within this period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Class A ordinary shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, and subject to our obligations under Cayman Islands law, in the case of clauses (ii) and (iii), provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete our initial business combination within the period.

Management has determined that we could have insufficient liquidity to meet our anticipated obligations for at least twelve months after the unaudited condensed financial statements are available to be issued due to recurring operating losses and negative cash utilized in operating activities. We will need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors or third parties as needed. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. We cannot provide any assurance that new financing will be available to us on acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has also determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. If we are unable to complete our initial business combination by March 26, 2024 (unless such a period is further extended as described herein), then we will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after March 26, 2024.

Risks and Uncertainties

Our management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

17

Results of Operations

All of our activities since inception through June 30, 2023 related to our formation, the preparation for our initial public offering and, since the closing of our initial public offering, the search for a prospective target of our initial business combination.

We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial business combination. We will generate nonoperating income in the form of interest income on cash and cash equivalents held in the trust account. We expect to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2023, we had $112,901 in net income. We recovered $72,271 in operating income and dividends earned on the amounts held in the trust account were $211,610. We also experienced a change in fair value of our warrant liabilities of $170,980.

For the six months ended June 30, 2023, we had $37,487 in net income. We incurred dividends earned on the trust account of $2,046,305 on our amounts held in the trust account. We experienced a change in fair value of our warrant liabilities of $1,141,887 and $866,931 of operating costs.

For the three months ended June 30, 2022, we had $2,688,681 in net income. We incurred $330,090 of formation and operating costs. We experienced a decrease in fair value of our warrant liabilities of $2,647,404 and dividends earned on the trust account of $371,367 on our amounts held in the trust account.

For the six months ended June 30, 2022, we had $10,078,935 in net income. We incurred $810,016 of formation and operating costs. We experienced a decrease in fair value of our warrant liabilities of $10,489,890 and dividends earned on the trust account of $399,061 on our amounts held in the trust account.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than as described below.

We entered into an administrative services agreement to pay our sponsor a monthly fee of up to $15,000 for office space, utilities, secretarial and administrative support services provided to us and other expenses and obligations of our sponsor. We began incurring these fees on March 24, 2021 and will continue to incur these fees monthly until the earlier of the completion of a business combination and our liquidation.

On November 15, 2021, we issued an unsecured promissory note in the amount of up to $250,000 to an affiliate of our sponsor. The proceeds of the note, which may be drawn down from time to time until we consummate our initial business combination, will be used for general working capital purposes. The note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of our initial public offering (or such later date as may be extended in accordance with the terms of our amended and restated memorandum and articles of association) or (ii) the consummation of our initial business combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the note may be accelerated. As of June 30, 2023 and December 31, 2022, we had $1,500,000 and $750,000, in borrowings outstanding under the note. On April 12, 2022, we amended and restated the note in its entirety to increase the note’s principal amount to $500,000. On August 18, 2022, we further amended and restated the Note to increase the Note’s principal amount to $750,000. On April 17, 2023, we again amended and restated the Note to increase its principal amount to $1,500,000. On August 14, 2023, we further amended and restated the Note to increase its principal amount to $2,500,000.

The underwriters of our initial public offering are entitled to a deferred underwriting discount of $0.35 per unit, or $9,625,000 in the aggregate. The deferred underwriting discount will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We have identified the following critical accounting policies:

18

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments, including our warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.

We issued an aggregate of 13,000,000 warrants in connection with our initial public offering and the simultaneous private placement, which are recognized as derivative liabilities in accordance with ASC 815-40. In addition, we issued an aggregate of 1,166,667 warrants in connection with the partial exercise of the underwriters’ overallotment option. Accordingly, we recognize the warrants as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised and any change in fair value is recognized in our statements of operations. The fair value of the warrants issued in connection with our initial public offering, the simultaneous private placement and the partial exercise of the underwriters’ overallotment option has been estimated using Monte Carlo simulations at each measurement date.

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 1,709,100 and 27,500,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets. In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

Net Income per Ordinary Share

We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential ordinary share for outstanding warrants to purchase our shares were excluded from diluted earnings per share because the warrants are contingently exercisable and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods.

Recent Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, it would have on its financial position, results of operations or cash flows.

Off-Balance Sheet Arrangements

As of June 30, 2023 and December 31, 2022, we did not have any off-balance sheet arrangements.

19

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal control over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the report of the independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of our chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of June 30, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

We determined that we had initially recorded our public and private warrants as equity instruments instead of as liabilities in our balance sheet as of March 26, 2021 and failed to record the liability related to the over-allotment option, which we filed with our Current Report on Form 8-K on April 1, 2021.

As such, our internal control over financial reporting was not deemed adequate and resulted in classifying certain of the warrants we issued in March 2021 as equity in error. We determined this to be a material weakness. This error in classification was brought to our attention when the Staff issued the SEC Warrant Statement. The SEC Warrant Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued at the time of our initial public offering in March 2021.

On May 27, 2021, we filed with the SEC Amendment No. 1 on Form 8-K/A to amend and restate our audited balance sheet as of March 26, 2021 to reflect the classification of our warrants as a liability, in accordance with the SEC Statement.

In addition, as part of a review of our accounting for complex financial instruments during the fiscal quarter ended March 31, 2022, we also restated our accounting for our Class A ordinary shares subject to possible redemption to comply with guidance in ASC 480. Redeemable equity instruments (including equity instruments that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of certain events not solely within our control) are classified as temporary equity. Accordingly, we have determined that all of our outstanding Class A ordinary shares should be presented as temporary equity, outside of the shareholders’ deficit section of our balance sheet.

On November 22, 2021, we filed with the SEC Amendment No. 2 on Form 8-K/A to amend and restate our audited balance sheet as of March 26, 2021 to reflect the classification of all of our outstanding Class A ordinary shares as temporary equity.

During the financial close process for the three months ended March 31, 2022, we identified a material weakness related to the Company’s review of accrued liabilities, specifically, the deferred legal fees mentioned in Note 6. While we have a control to reconcile accrued liabilities, we plan to continue to enhance our control around the search of unrecorded liabilities. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

20

As a result of errors identified in the financial reporting and closing process, we determined that a material weakness existed in our internal control.

As required by Rules 13a-15f and 15d-15 under the Exchange Act, our Certifying Officers carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, given the material weakness in our internal control over financial reporting described below, our Certifying Officers concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2023.

Notwithstanding the identified material weakness as of June 30, 2023, management, including the Certifying Officers, believe that the unaudited condensed financial statements contained in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the fiscal period presented in conformity with GAAP.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

21

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Prospectus, our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). As of the date of this Quarterly Report, there have been no material changes to the risk factors described in the Prospectus or the Annual Report, except for the below. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our units, Class A ordinary shares and warrants are listed on Nasdaq. Although in connection with our initial public offering we met the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. In general, following our initial public offering, we must maintain a minimum amount in shareholders’ equity (generally $2.5 million) or a market value of our listed securities (generally $35.0 million) and a minimum number of holders of our securities (generally 300 public holders).

On June 16, 2023, we received a written notice from the Listing Qualifications Department of Nasdaq indicating that we were no longer in compliance with the MVLS Listing Requirement with respect to our Class A ordinary shares, which requires us to maintain an aggregate market value of listed securities of at least $35.0 million for continued listing on The Nasdaq Capital Market. The Notice additionally indicates that we have 180 calendar days from the date of the Notice, or until December 13, 2023, to regain compliance with the MVLS Listing Requirement. Further, the Notice states that if at any time during the Compliance Period the market value of our Class A ordinary shares closes at a value of at least $35.0 million for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed.

The Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our Class A ordinary shares on The Nasdaq Capital Market. While we are exercising diligent efforts to maintain the listing of our Class A ordinary shares on The Nasdaq Capital Market, there can be no assurance that we will be able to regain compliance with the MVLS Listing Requirement within the Compliance Period or otherwise maintain compliance with other continued listing requirements with respect to any of our listed securities. In addition, if we do not meet the MVLS Listing Requirement by the end of the Compliance Period, our Class A ordinary shares will become subject to delisting. In the event we receive notice that our Class A ordinary shares are being delisted, Nasdaq’s rules permit us to appeal any delisting determination by the Nasdaq staff to a hearings panel.

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, Class A ordinary shares and warrants are listed on Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds

Of the $277,000,000 in proceeds we received from our Initial Public Offering and the sale of the private placement warrants, a total of $275,000,000, including $9,625,000 payable to the underwriters for a deferred underwriting discount, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. We incurred a total of $587,871 of other costs and expenses related to our initial public offering and the sale of the private placement warrants. The remaining proceeds were used for working capital purposes.

There has been no material change in the planned use of proceeds from such use as described in our registration statement on Form S-1 (File No. 333-253971), which was declared effective by the SEC on March 23, 2021.

Item 3. Defaults Upon Senior Securities

None.

22

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On August 14, 2023, we amended and restated the unsecured promissory note issued to an affiliate of the sponsor to increase its principal amount to up to $2,500,000. The proceeds of the Note, which may be drawn down from time to time until we consummate our initial business combination, will be used for general working capital purposes. The Note bears no interest and is payable in full upon the earlier to occur of (i) thirty-six (36) months from the closing of our initial public offering (or such later date as may be extended in accordance with the terms of our amended and restated memorandum and articles of association) or (ii) the completion of an initial business combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated.

The foregoing description is qualified in its entirety by the full text of the Note, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 6. Exhibits

Exhibit Number	Description
10.1	Fourth Amended and Restated Promissory Note, dated August 14, 2023, issued by Disruptive Acquisition Corporation I to an affiliate of Disruptive Acquisition Sponsor I, LLC.
31.1	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	By:	/s/ Phillip C. Caputo
		Name:	Phillip C. Caputo
		Title:	Chief Financial Officer
Dated: August 14, 2023

 24

EX-10.1

Exhibit 10.1

THIS FOURTH AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

FOURTH AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: $2,500,000 Dated as of August 14, 2023

Disruptive Acquisition Corporation I, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of DTA Master, LLC, a Delaware limited-liability company, or its registered assigns or successors in interest (the “Payee”),or order, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND U.S. dollars ($2,500,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

This Note is executed and delivered by the Maker to amend and restate in its entirety that certain note, dated as of November 15, 2021 in the original principal amount of up to two hundred fifty thousand dollars ($250,000), as subsequently amended and restated on April 12, 2022, August 18, 2022 and April 17, 2023 (the “Restated Note”), to increase the original principal amount to up to two million five hundred thousand dollars ($2,500,000), executed and delivered by Maker and payable to the order of the Payee (the “Original Note”), to memorialize the amendment to the principal amount. The execution or delivery of this Note does not constitute a payment of any part of the indebtedness evidenced in the Original Note or the Restated Note.

1. Principal. The principal balance of this Note shall be payable on the earlier of: (i) thirty-six (36) months from the closing of the initial public offering (or such later date as may be extended in accordance with the terms of the Maker’s memorandum and articles of association) or (ii) the date on which Maker consummates a business combination. The principal balance may be prepaid at any time.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

4. [Reserved.]

5. [Reserved.]

6. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

7. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)in or to any distribution of or from the trust account in which the proceeds of the initial public offering (the “IPO”)conducted by the Maker (including the deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement that occurred in connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

[Signature Page Follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

DISRUPTIVE ACQUISITION CORPORATION I
a Cayman Islands exempted company
By:	/s/ Phillip C. Caputo
	Name:	Phillip C. Caputo
	Title:	Chief Financial Officer

DTA MASTER, LLC
a Delaware limited-liability company
By:	/s/ Phillip C. Caputo
	Name:	Phillip C. Caputo
	Title:	Chief Financial Officer

[Signature Page to Promissory Note]

 

EX-31.1

Exhibit 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alexander J. Davis, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 of Disruptive Acquisition Corporation I;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 14, 2023

/s/ Alexander J. Davis

Alexander J. Davis

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Phillip C. Caputo, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 of Disruptive Acquisition Corporation I;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 14, 2023

/s/ Phillip C. Caputo

Phillip C. Caputo

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Disruptive Acquisition Corporation I (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alexander J. Davis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2023

/s/ Alexander J. Davis

Alexander J. Davis

Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Disruptive Acquisition Corporation I (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Phillip C. Caputo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2023

/s/ Phillip C. Caputo

Phillip C. Caputo

Chief Financial Officer

(Principal Financial Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 14, 2023
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Document Transition Report	false
Entity File Number	001-40279
Entity Registrant Name	DISRUPTIVE ACQUISITION CORPORATION I
Entity Central Index Key	0001838831
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	11501 Rock Rose Avenue, Suite 200
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78758
City Area Code	424
Local Phone Number	205-6858
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Class A Ordinary Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	DISA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		1,709,100
Redeemable Warrants [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	DISAW
Security Exchange Name	NASDAQ
Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Trading Symbol	DISAU
Security Exchange Name	NASDAQ
Class B Ordinary Shares [Member]
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		6,875,000

XML

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 27,426	$ 28,039
Prepaid expenses	209,414	90,445
Total current assets	236,840	118,484
Marketable securities held in trust account	17,959,855	278,984,824
Total assets	18,196,695	279,103,308
Current liabilities:
Accounts payable and accrued expenses	1,709,256	1,460,388
Due to related party	$ 40,660	$ 54,241
Other Liability, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Promissory note - related party	$ 1,500,000	$ 0
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Total current liabilities	$ 3,249,916	$ 1,514,629
Warrant liabilities	1,319,308	177,421
Promissory note - related party - long term	$ 0	$ 750,000
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Deferred underwriting discount	$ 9,625,000	$ 9,625,000
Total liabilities	14,194,224	12,067,050
Commitments and contingencies (see Note 6)
Class A ordinary shares subject to possible redemption, 1,709,100 and 27,500,000 shares at redemption value of $10.51 and $10.14 at June 30, 2023 and December 31, 2022, respectively	17,959,855	278,984,823
Shareholders' deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2023 and December 31, 2022	0	0
Additional paid-in capital	0	0
Accumulated deficit	(13,958,072)	(11,949,253)
Total shareholders' deficit	(13,957,384)	(11,948,565)
Total liabilities, redeemable ordinary shares and shareholders' deficit	18,196,695	279,103,308
Class A Ordinary Shares [Member]
Shareholders' deficit:
Ordinary shares	0	0
Class B Ordinary Shares [Member]
Shareholders' deficit:
Ordinary shares	$ 688	$ 688

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Liabilities, redeemable ordinary shares and shareholders' deficit
Ordinary shares subject to possible redemption (in shares)	1,709,100	27,500,000
Shareholders' deficit:
Preference shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized (in shares)	1,000,000	1,000,000
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0
Class A Ordinary Shares [Member]
Liabilities, redeemable ordinary shares and shareholders' deficit
Ordinary shares subject to possible redemption (in shares)	1,709,100	27,500,000
Redemption value of shares subject to possible redemption (in dollars per share)	$ 10.51	$ 10.14
Shareholders' deficit:
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Class B Ordinary Shares [Member]
Shareholders' deficit:
Ordinary shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, shares issued (in shares)	6,875,000	6,875,000
Ordinary shares, shares outstanding (in shares)	6,875,000	6,875,000

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Loss from Operations
Formation and operating costs (recovery)	$ (72,271)	$ 330,090	$ 866,931	$ 810,016
Income (loss) from operations	72,271	(330,090)	(866,931)	(810,016)
Other income:
Dividend earned on trust account	211,610	371,367	2,046,305	399,061
Change in fair value of warrant liabilities	(170,980)	2,647,404	(1,141,887)	10,489,890
Total other income (expense), net	40,630	3,018,771	904,418	10,888,951
Net loss	$ 112,901	$ 2,688,681	$ 37,487	$ 10,078,935
Class A Ordinary Shares Subject to Possible Redemption [Member]
Other income:
Weighted average shares outstanding, basic (in shares)	1,709,100	27,500,000	9,118,640	27,500,000
Basic net loss per share (in dollars per share)	$ 0.01	$ 0.08	$ 0	$ 0.29
Weighted average shares outstanding, diluted (in shares)	1,709,100	27,500,000	9,118,640	27,500,000
Diluted net loss per share (in dollars per share)	$ 0.01	$ 0.08	$ 0	$ 0.29
Non-redeemable Ordinary Shares [Member]
Other income:
Weighted average shares outstanding, basic (in shares)	6,875,000	6,875,000	6,875,000	6,875,000
Basic net loss per share (in dollars per share)	$ 0.01	$ 0.08	$ 0	$ 0.29
Weighted average shares outstanding, diluted (in shares)	6,875,000	6,875,000	6,875,000	6,875,000
Diluted net loss per share (in dollars per share)	$ 0.01	$ 0.08	$ 0	$ 0.29

XML

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Ordinary Shares [Member] Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Beginning balance at Dec. 31, 2021	$ 688	$ 0	$ (21,539,671)	$ (21,538,983)
Beginning balance (in shares) at Dec. 31, 2021	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	$ 0	0	7,390,254	7,390,254
Ending balance at Mar. 31, 2022	$ 688	0	(14,149,417)	(14,149,417)
Ending balance (in shares) at Mar. 31, 2022	6,875,000
Beginning balance at Dec. 31, 2021	$ 688	0	(21,539,671)	(21,538,983)
Beginning balance (in shares) at Dec. 31, 2021	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				10,078,935
Ending balance at Jun. 30, 2022	$ 688	0	(11,877,810)	(11,877,122)
Ending balance (in shares) at Jun. 30, 2022	6,875,000
Beginning balance at Mar. 31, 2022	$ 688	0	(14,149,417)	(14,149,417)
Beginning balance (in shares) at Mar. 31, 2022	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value	$ 0	0	(417,074)	(417,074)
Net (loss) income	0	0	2,688,681	2,688,681
Ending balance at Jun. 30, 2022	$ 688	0	(11,877,810)	(11,877,122)
Ending balance (in shares) at Jun. 30, 2022	6,875,000
Beginning balance at Dec. 31, 2022	$ 688	0	(11,949,253)	(11,948,565)
Beginning balance (in shares) at Dec. 31, 2022	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value	$ 0	0	(1,834,695)	(1,834,695)
Net (loss) income	0	0	(75,414)	(75,414)
Ending balance at Mar. 31, 2023	$ 688	0	(13,859,362)	(13,858,674)
Ending balance (in shares) at Mar. 31, 2023	6,875,000
Beginning balance at Dec. 31, 2022	$ 688	0	(11,949,253)	(11,948,565)
Beginning balance (in shares) at Dec. 31, 2022	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income				37,487
Ending balance at Jun. 30, 2023	$ 688	0	(13,958,072)	(13,957,384)
Ending balance (in shares) at Jun. 30, 2023	6,875,000
Beginning balance at Mar. 31, 2023	$ 688	0	(13,859,362)	(13,858,674)
Beginning balance (in shares) at Mar. 31, 2023	6,875,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value	$ 0	0	(211,611)	(211,611)
Net (loss) income	0	0	112,901	112,901
Ending balance at Jun. 30, 2023	$ 688	$ 0	$ (13,958,072)	$ (13,957,384)
Ending balance (in shares) at Jun. 30, 2023	6,875,000

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 37,487	$ 10,078,935
Adjustments to reconcile net income to net cash used in operating activities:
Dividend earned on Trust account	(2,046,305)	(399,061)
Change in fair value of warrant liability	1,141,887	(10,489,890)
Changes in current assets and current liabilities:
Prepaid assets	(118,969)	169,763
Accounts payable and accrued expenses	248,868	147,497
Net cash used in operating activities	(737,032)	(492,756)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemption	263,071,274	0
Net cash provided by investing activities	263,071,274	0
Cash Flows from Financing Activities:
Proceeds from (repayment of) advance from related party	(13,581)	16,563
Proceeds from issuance of promissory note	0	423,000
Repayment of debt to related party	0	(131,634)
Payment of redemptions	(263,071,274)	0
Proceeds from promissory note to related party	750,000	0
Net cash provided by (used in) financing activities	(262,334,855)	307,929
Net Change in Cash	(613)	(184,827)
Cash - Beginning	28,039	213,495
Cash - Ending	27,426	28,668
Supplemental Disclosure of Non-cash Financing Activities
Accretion for Class A Common Stock to redemption	$ 2,046,306	$ 417,074

XML

Organization, Business Operations and Going Concern

6 Months Ended

Jun. 30, 2023

Organization, Business Operations and Going Concern [Abstract]

Organization, Business Operations and Going Concern

Note 1 — Organization, Business Operations and Going Concern

Organization and General

Disruptive Acquisition Corporation I (the “Company”) was incorporated as a Cayman Islands exempted company on December 29, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to the Business Combination.

As of June 30, 2023, the Company had not yet commenced any operations. All activity for the year ended June 30, 2023, relates to the Company’s formation and its initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated in the past and expects to generate in the future non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

Financing

The registration statement for the Company’s Initial Public Offering was declared effective on March 23, 2021 (the “Effective Date”). On March 26, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000.

Substantially concurrently with the closing of the Initial Public Offering, the Company completed the private sale (the “Private Placement”) of 4,666,667 warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”) to Disruptive Acquisition Sponsor I, LLC (the “Sponsor”) at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,000,000.

In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 3,750,000 additional units to cover over-allotments (the “Option Units”), if any. On May 5, 2021, the underwriters purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000. Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 333,333 Private Placement Warrants at a purchase price of $1.50 per Warrant, generating gross proceeds to the Company of $500,000.

Trust Account

Following the closing of the Initial Public Offering on March 26, 2021, an amount of $250,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering has been placed in a trust account (the “Trust Account”). On May 6, 2021, in connection with the partial exercise of the Over-Allotment Option, an additional $25,000,000 from the net proceeds of the sale of the Option Units was placed in the Trust Account, for an aggregate of $275,000,000 of net proceeds placed in the Trust Account. The proceeds are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

On February 14, 2023, the Company held an extraordinary meeting of its shareholders (the “Extraordinary Meeting”). At the Extraordinary Meeting, the Company’s shareholders approved, among other things, an amendment to the Company’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate an initial Business Combination from March 26, 2023 to March 26, 2024 and such earlier date as shall be determined by the Company’s board of directors and publicly announced by the Company. In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 public shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discount and taxes payable) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.

Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds of the Private Placement Warrants, will be held in the Trust Account and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account, except for the withdrawal of interest to pay the Company’s taxes and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering (as such period may be extended pursuant to a shareholder vote, the “Combination Period”), subject to applicable law, or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. On February 14, 2023, the Company held the Extraordinary Meeting. At the Extraordinary Meeting, the Company’s shareholders approved, among other things, an amendment to the Company’s amended and restated memorandum and articles of association to extend the date that the Company has to consummate an initial Business Combination from March 26, 2023 to March 26, 2024 or such earlier date as shall be determined by the Company’s board of directors and publicly announced by the Company (the “Extension Vote”). In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 public shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the taxes, divided by the number of then outstanding public shares. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discount the Company will pay to the underwriters of the Initial Public Offering.

The Class A ordinary shares subject to redemption are recorded at a redemption value and were classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

Following the Extension Vote, the Company has until March 26, 2024 (as the same may be further extended pursuant to a shareholder vote) to complete the initial Business Combination. However, if the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less tax payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

The Sponsor, officers and directors have agreed, pursuant to a letter agreement with the Company, to (i) waive their redemption rights with respect to their Founder Shares (as described in Note 6) and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than Marcum LLP, the Company’s independent auditor) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Liquidity and Going Concern

As of June 30, 2023, the Company had cash outside the Trust Account of $27,426 available for working capital needs. All remaining cash held in the Trust Account are generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of June 30, 2023, none of the amount in the Trust Account was available to be withdrawn as described above.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

On November 15, 2021, the Company issued an unsecured promissory note (the “Note”) in the amount of up to $250,000 to an affiliate of the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes. The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of the Company’s amended and restated memorandum and articles of association) or (ii) the consummation of the initial Business Combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated. On April 12, 2022, the Company amended and restated the Note in its entirety to increase the Note’s principal amount to $500,000.  On August 18, 2022, the Company further amended and restated the Note in its entirety to increase the Note’s principal amount to $750,000. On April 17, 2023, the Note was further amended and restated to increase its principal amount to $1,500,000. As of June 30, 2023 and December 31, 2022, the Company had $1,500,000 and $750,000 borrowings outstanding under the Note, respectively. On August 14, 2023, the Company again amended and restated the Note to increase its principal amount to $2,500,000.

If the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, the Company may have insufficient funds available to operate its business prior to the consummation of its Business Combination and may need to raise additional capital, e.g., through loans from its Sponsor, officers, directors or third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to preserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company cannot assure you that its plans to raise capital or to consummate an initial Business Combination before March 26, 2024 (absent any further extensions of such period with shareholder approval) will be successful.

In addition, the Company only has until March 26, 2024 (as such period may be further extended pursuant to a shareholder vote) to complete its initial Business Combination. If the Company has not completed its initial Business Combination within this Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, and subject to the Company’s obligations under Cayman Islands law, in the case of clauses (ii) and (iii), provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company does not complete its initial Business Combination within the Combination Period.

Management has determined that the Company could have insufficient liquidity to meet its anticipated obligations for at least twelve months after the financial statements are available to be issued due to recurring operating losses and negative cash utilized in operating activities. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors or third parties as needed. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. The Company cannot provide any assurance that new financing will be available to it on acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has also determined that the mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete its Initial Business Combination by March 26, 2024 (unless such a period is extended as described herein), then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 26, 2024.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the Russia-Ukraine war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 17, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. At June 30, 2023 and December 31, 2022, the Trust Account had $17,959,855 and $278,984,824 held in marketable securities, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2023 and 2022, the Company has not experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 1,709,100 and 27,500,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2023						2022						2023				2022
	Class A			Class B			Class A			Class B			Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income		$	22,479		$	90,422		$	2,150,945		$	537,736	$	21,373	$	16,114	$	8,063,148	$	2,015,787
Denominator:
Weighted-average shares outstanding			1,709,100			6,875,000			27,500,000			6,875,000		9,118,640		6,875,000		27,500,000		6,875,000
Basic and diluted net income per share		$	0.01		$	0.01		$	0.08		$	0.08	$	0.00	$	0.00	$	0.29	$	0.29

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,166,667 ordinary share warrants issued in connection with the Initial Public Offering (8,333,333), Private Placement (4,666,667), and partial exercise of the Over-Allotment Option (1,166,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering, Private Placement and partial exercise of the Over-Allotment Option has been estimated using Monte-Carlo simulations at each measurement date.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company is currently reviewing what impact, if any, adoption would have on the Company’s financial position, results of operations and cash flows.

Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

XML

Initial Public Offering

6 Months Ended

Jun. 30, 2023

Initial Public Offering [Abstract]

Initial Public Offering

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one-third of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. On May 5, 2021, the underwriters purchased an additional 2,500,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000.

The aggregate number of Units outstanding as a result of the Initial Public Offering and the partial exercise of the Over-Allotment Option is 27,500,000 and the aggregate gross proceeds are $275,000,000.

All of the 27,500,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity.

The Class A ordinary shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.  The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit.

As of  June 30, 2023 and December 31, 2022, the ordinary share reflected on the balance sheet are reconciled in the following table:

Contingently redeemable ordinary shares at December 31, 2021	$	275,000,000
Plus:
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value		3,984,823
Contingently redeemable ordinary shares at December 31, 2022	$	278,984,823
Less:
Redemption		(263,071,274	)
Plus:
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value		2,046,306
Contingently redeemable ordinary shares at June 30, 2023	$	17,959,855

XML

Private Placement Warrants

6 Months Ended

Jun. 30, 2023

Private Placement Warrants [Abstract]

Private Placement Warrants

Note 4 — Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a price of $1.50 per warrant ($7,000,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A Ordinary Shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.

Also in connection with the partial exercise of the Over-Allotment Option, the Sponsor purchased an additional 333,333 Private Placement Warrants at a purchase price of $1.50 per Warrant.

The aggregate number of Private Placement Warrants outstanding as a result of the Initial Public Offering and over-allotment is 5,000,000 and the aggregate proceeds are $7,500,000.

The Private Placement Warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial Public Offering.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

On December 30, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 shares of Class B Ordinary Shares, par value $0.0001 (the “Founder Shares”). Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ Over-Allotment Option was exercised. On May 5, 2021, the underwriters partially exercised the Over-Allotment Option, which left 625,000 Founder Shares no longer subject to forfeiture and resulted in aggregate of 6,875,000 Founder Shares outstanding. On March 8, 2021, the Sponsor transferred an aggregate of 135,000 of previously acquired Class B Ordinary Shares to the Company’s directors, in each case at their original purchase price.

The initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-Up”). Notwithstanding the foregoing, if (1) the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-Up.

Promissory Notes — Related Party

On November 15, 2021, the Company issued an unsecured promissory note in the amount of up to $250,000 to DTA Master, LLC, a Delaware limited-liability company, a related party and an affiliate of the Sponsor. The proceeds of the Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes. The Note bears no interest and is payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of the Company’s amended and restated memorandum and articles of association) or (ii) the consummation of the initial Business Combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated. On April 12, 2022, the Company amended and restated the Note to increase the Note’s principal amount to $500,000. On August 18, 2022, the Company further amended and restated the Note to increase the Note’s principal amount to $750,000. On April 17, 2023, the Note was further amended and restated to increase its principal amount to $1,500,000. As of June 30, 2023 and December 31, 2022, the Company had $1,500,000 and $750,000 outstanding under the Note, respectively. On August 14, 2023, the Company again amended and restated the Note to increase its principal amount to $2,500,000.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company will repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.

Administrative Support Agreement

Commencing on the date of the Prospectus, the Company began to be obligated to pay the Sponsor up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023, the Company incurred and accrued $44,864 and $89,864 of administrative support services fees, respectively. For the three and six months ended June 30, 2022, the Company incurred and accrued $43,362 and $88,362 of administrative support services fees, respectively.

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the offering and the Class A Ordinary Shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement. Pursuant to the registration rights agreement and including the underwriters’ exercise of 2,500,000 units of their Over-Allotment Option and $1,500,000 of working capital loans are converted into Private Placement Warrants, the Company will be obligated to register up to 15,166,667 Class A Ordinary Shares and 6,000,000 warrants. The number of Class A Ordinary Shares includes (i) 6,875,000 Class A Ordinary Shares to be issued upon conversion of the Founder Shares, (ii) 5,000,000 Class A Ordinary Shares underlying the Private Placement Warrants and (iii) 1,000,000 Class A Ordinary Shares underlying the Private Placement Warrants issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Prospectus to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On May 5, 2021, the underwriters partially exercised the Over-Allotment Option to purchase an additional 2,500,000 units and forfeited the remainder.

The underwriters were entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering and exercise of the Over-Allotment Option, or $5,500,000. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering and the partial exercise of the Over-Allotment Option upon the completion of the Company’s initial Business Combination, or an aggregate of $9,625,000.

Legal Fees

The Company has engaged a law firm to provide legal due diligence services and business combination services related to potential business combination target companies. The Company currently expects that all fees and expenses related to the various engagements will be deferred and are to be paid fully upon the closing of its initial Business Combination.  Deferred legal fees of $1,034,398 and $1,147,553 have been recorded and presented within accrued expenses within the accompanying balance sheets as of June 30, 2023 and December 31, 2022, respectively.

XML

Shareholders' Deficit

6 Months Ended

Jun. 30, 2023

Shareholders' Deficit [Abstract]

Shareholders' Deficit

Note 7 — Shareholders’ Deficit

Preference shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A Ordinary Shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were 1,709,100 and 27,500,000 shares of Class A Ordinary Shares outstanding, all of which are subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B Ordinary Shares at par value of $0.0001 each. At June 30, 2023 and December 31, 2022, there were 6,875,000 Class B Ordinary Shares issued or outstanding.

Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by public shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

XML

Warrants

6 Months Ended

Jun. 30, 2023

Warrants [Abstract]

Warrants

Note 8 — Warrants

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Ordinary Shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five years after the completion of its initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the Prospectus forms a part or a new registration statement registering, under the Securities Act, the issuance of the Class A Ordinary Shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth (60^th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain an effective registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

• in whole and not in part;

• at a price of $0.10 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder;

• if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”); and

• if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described in the Prospectus under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants, as described above.

If the Company calls the Warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise his, her or its Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of Class A Ordinary Shares issuable upon the exercise of the Company’s warrants. If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Company’s Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

XML

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 9 — Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	June 30, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Assets:
Cash held in trust account	$	17,959,855	$	17,959,855	$	—	$	—
Liabilities:
Public Warrants		841,500		841,500		—		—
Private Warrants		477,808		—		—		477,808
Total	$	1,319,308	$	841,500	$	—	$	477,808

	December 31, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Assets:
Cash held in trust account	$	278,984,824	$	278,984,824	$	—	$	—
Liabilities:
Public Warrants		110,000		110,000		—		—
Private Warrants		67,421		—		—		67,421
Total	$	177,421	$	110,000	$	—	$	67,421

The fair value of the Public Warrants at June 30, 2023 and December 31, 2022 was classified as Level 1 due to the use of an observable market quote in an active market. Taking into account the make-whole provision included in the warrant agreement between the Company and Disruptive Acquisition Sponsor I, LLC, dated March 26, 2021, the Private Warrants are classified as level 3.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides quantitative information regarding fair value measurements of warrant liabilities:

	December 31, 2022			June 30, 2023
Share price	$	10.08		$	10.25
Strike price	$	11.50		$	11.50
Term (in years)		0.61			1.42
Volatility		7.8	%		5.1	%
Risk-free rate		4.75	%		5.18	%
Dividend yield		0.00	%		0.00	%

The following table presents the changes in the fair value of warrant liabilities:

	Public		Private Placement		Redeemable (over-allotment)		Private Placement (over-allotment)		Warrant Liabilities
Fair value as of December 31, 2022	$	100,000	$	62,926	$	10,000	$	4,495	$	177,421
Change in valuation inputs or other assumptions		97,500		59,481		9,750		4,249		170,980
Fair value as of June 30, 2023	$	765,000	$	445,954	$	76,500	$	31,854	$	1,319,308

XML

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On August 14, 2023, the Company amended and restated the Note to increase its principal amount to $2,500,000.

XML

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on April 17, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Use of Estimates

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. At June 30, 2023 and December 31, 2022, the Trust Account had $17,959,855 and $278,984,824 held in marketable securities, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2023 and 2022, the Company has not experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares are subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 1,709,100 and 27,500,000 Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. In connection with the shareholders’ vote at the Extraordinary Meeting, the holders of 25,790,900 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of $263,071,274.

Net Income Per Ordinary Share

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2023						2022						2023				2022
	Class A			Class B			Class A			Class B			Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income		$	22,479		$	90,422		$	2,150,945		$	537,736	$	21,373	$	16,114	$	8,063,148	$	2,015,787
Denominator:
Weighted-average shares outstanding			1,709,100			6,875,000			27,500,000			6,875,000		9,118,640		6,875,000		27,500,000		6,875,000
Basic and diluted net income per share		$	0.01		$	0.01		$	0.08		$	0.08	$	0.00	$	0.00	$	0.29	$	0.29

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Derivative Warrant Liabilities

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,166,667 ordinary share warrants issued in connection with the Initial Public Offering (8,333,333), Private Placement (4,666,667), and partial exercise of the Over-Allotment Option (1,166,667) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering, Private Placement and partial exercise of the Over-Allotment Option has been estimated using Monte-Carlo simulations at each measurement date.

Income Taxes

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Recent Accounting Standards

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company is currently reviewing what impact, if any, adoption would have on the Company’s financial position, results of operations and cash flows.

Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

XML

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Significant Accounting Policies [Abstract]

Net Income Per Ordinary Share

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The 27,500,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2023						2022						2023				2022
	Class A			Class B			Class A			Class B			Class A		Class B		Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income		$	22,479		$	90,422		$	2,150,945		$	537,736	$	21,373	$	16,114	$	8,063,148	$	2,015,787
Denominator:
Weighted-average shares outstanding			1,709,100			6,875,000			27,500,000			6,875,000		9,118,640		6,875,000		27,500,000		6,875,000
Basic and diluted net income per share		$	0.01		$	0.01		$	0.08		$	0.08	$	0.00	$	0.00	$	0.29	$	0.29

XML

Initial Public Offering (Tables)

6 Months Ended

Jun. 30, 2023

Initial Public Offering [Abstract]

Ordinary Shares Subject to Possible Redemption

As of  June 30, 2023 and December 31, 2022, the ordinary share reflected on the balance sheet are reconciled in the following table:

Contingently redeemable ordinary shares at December 31, 2021	$	275,000,000
Plus:
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value		3,984,823
Contingently redeemable ordinary shares at December 31, 2022	$	278,984,823
Less:
Redemption		(263,071,274	)
Plus:
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value		2,046,306
Contingently redeemable ordinary shares at June 30, 2023	$	17,959,855

XML

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	June 30, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Assets:
Cash held in trust account	$	17,959,855	$	17,959,855	$	—	$	—
Liabilities:
Public Warrants		841,500		841,500		—		—
Private Warrants		477,808		—		—		477,808
Total	$	1,319,308	$	841,500	$	—	$	477,808

	December 31, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Description
Assets:
Cash held in trust account	$	278,984,824	$	278,984,824	$	—	$	—
Liabilities:
Public Warrants		110,000		110,000		—		—
Private Warrants		67,421		—		—		67,421
Total	$	177,421	$	110,000	$	—	$	67,421

Level 3 Fair Value Measurement Inputs

The following table provides quantitative information regarding fair value measurements of warrant liabilities:

	December 31, 2022			June 30, 2023
Share price	$	10.08		$	10.25
Strike price	$	11.50		$	11.50
Term (in years)		0.61			1.42
Volatility		7.8	%		5.1	%
Risk-free rate		4.75	%		5.18	%
Dividend yield		0.00	%		0.00	%

Changes in Fair Value of Warrant Liabilities

The following table presents the changes in the fair value of warrant liabilities:

	Public		Private Placement		Redeemable (over-allotment)		Private Placement (over-allotment)		Warrant Liabilities
Fair value as of December 31, 2022	$	100,000	$	62,926	$	10,000	$	4,495	$	177,421
Change in valuation inputs or other assumptions		97,500		59,481		9,750		4,249		170,980
Fair value as of June 30, 2023	$	765,000	$	445,954	$	76,500	$	31,854	$	1,319,308

XML

Organization, Business Operations and Going Concern (Details)						6 Months Ended
	Feb. 14, 2023 USD ($) $ / shares shares	Nov. 15, 2021 USD ($)	May 06, 2021 USD ($)	May 05, 2021 USD ($) $ / shares shares	Mar. 26, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) Business $ / shares shares	Aug. 14, 2023 USD ($)	Apr. 17, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Aug. 18, 2022 USD ($)	Apr. 12, 2022 USD ($)	Mar. 03, 2021 USD ($)
Organization and Business Operations [Abstract]
Number of shares issued upon exercise of warrant (in shares) | shares						1
Term of option for underwriters to purchase additional Units to cover over-allotments						45 days
Exercise price of warrant (in dollars per share) | $ / shares						$ 11.5
Gross proceeds from equity issuance, initial public offering			$ 275,000,000		$ 250,000,000
Warrants issued (in shares) | shares					14,166,667
Period to complete Business Combination from closing of Initial Public Offering						24 months
Interest on Trust Account to be held to pay dissolution expenses						$ 100,000
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period						100.00%
Period to redeem shares at per-share price, payable in cash, equal to aggregate amount then on deposit in the Trust Account						2 days
Net Tangible Asset Threshold for Redeeming Public Shares						$ 5,000,001
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period						10 days
Cash						$ 27,426			$ 28,039
Borrowings outstanding						$ 1,500,000			$ 750,000
Notes Payable, Related Party, Type [Extensible Enumeration]						us-gaap:RelatedPartyMember			us-gaap:RelatedPartyMember
Minimum [Member]
Organization and Business Operations [Abstract]
Number of operating businesses included in initial Business Combination | Business						1
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination						80.00%
Post-transaction ownership percentage of the target business						50.00%
Maximum [Member]
Organization and Business Operations [Abstract]
Interest on Trust Account to be held to pay dissolution expenses												$ 100,000
Promissory Note [Member]
Organization and Business Operations [Abstract]
Borrowings outstanding						$ 1,500,000			$ 750,000
Principal amount								$ 1,500,000		$ 750,000	$ 500,000
Promissory Note [Member] | Subsequent Event [Member]
Organization and Business Operations [Abstract]
Principal amount							$ 2,500,000
DTA Master, LLC [Member] | Promissory Note [Member]
Organization and Business Operations [Abstract]
Related party transaction amount		$ 250,000
Period to pay Note payable in full		24 months				24 months
Number of business days to pay principal amount		5 days				5 days
Public Warrants [Member]
Organization and Business Operations [Abstract]
Warrants issued (in shares) | shares					8,333,333
Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Warrants issued (in shares) | shares				333,333	4,666,667
Class A Ordinary Shares [Member]
Organization and Business Operations [Abstract]
Ordinary shares, par value (in dollars per share) | $ / shares						$ 0.0001			$ 0.0001
Redemption price (in dollars per share) | $ / shares	$ 10.2
Number of shares exercised from right to redeem for cash (in shares) | shares	25,790,900
Aggregate redemption amount	$ 263,071,274
Option Units [Member]
Organization and Business Operations [Abstract]
Net proceeds from initial public offering			$ 25,000,000
Public Shares [Member]
Organization and Business Operations [Abstract]
Redemption price (in dollars per share) | $ / shares	$ 10.2
Number of shares exercised from right to redeem for cash (in shares) | shares	25,790,900
Aggregate redemption amount	$ 263,071,274
Initial Public Offering [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) | shares					25,000,000
Share price (in dollars per share) | $ / shares					$ 10
Net proceeds from Initial Public Offering and Private Placement deposited in trust account					$ 250,000,000
Redemption price (in dollars per share) | $ / shares					$ 10
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares						$ 10
Initial Public Offering [Member] | Public Warrants [Member]
Organization and Business Operations [Abstract]
Number of securities included in each Unit (in shares) | shares					0.33
Exercise price of warrant (in dollars per share) | $ / shares					$ 11.5
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Organization and Business Operations [Abstract]
Number of securities included in each Unit (in shares) | shares					1
Ordinary shares, par value (in dollars per share) | $ / shares					$ 0.0001
Number of shares issued upon exercise of warrant (in shares) | shares					1
Over-Allotment Option [Member]
Organization and Business Operations [Abstract]
Units issued (in shares) | shares				2,500,000
Term of option for underwriters to purchase additional Units to cover over-allotments						45 days
Share price (in dollars per share) | $ / shares				$ 10
Gross proceeds from equity issuance, initial public offering				$ 25,000,000		$ 275,000,000
Net proceeds from initial public offering				$ 25,000,000
Warrants issued (in shares) | shares					1,166,667
Over-Allotment Option [Member] | Minimum [Member]
Organization and Business Operations [Abstract]
Related party transaction amount						$ 1,500,000
Over-Allotment Option [Member] | Maximum [Member]
Organization and Business Operations [Abstract]
Additional Units that can be purchased to cover over-allotments (in shares) | shares					3,750,000	3,750,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares					$ 1.5
Warrants issued (in shares) | shares					333,333
Private Placement [Member]
Organization and Business Operations [Abstract]
Gross proceeds from private placement					$ 7,000,000
Private Placement [Member] | Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Share price (in dollars per share) | $ / shares				$ 1.5	$ 1.5
Warrants issued (in shares) | shares					4,666,667
Gross proceeds from private placement				$ 500,000
Private Placement [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Organization and Business Operations [Abstract]
Number of shares issued upon exercise of warrant (in shares) | shares					1
Exercise price of warrant (in dollars per share) | $ / shares					$ 11.5

XML

Significant Accounting Policies, Marketable Securities Held in Trust Account (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Cash Held in Trust Account [Abstract]
Marketable securities held in trust account	$ 17,959,855	$ 278,984,824

XML

Significant Accounting Policies, Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	Feb. 14, 2023	Jun. 30, 2023	Dec. 31, 2022
Ordinary Shares Subject to Possible Redemption [Abstract]
Ordinary shares subject to possible redemption (in shares)		1,709,100	27,500,000
Class A Ordinary Shares [Member]
Ordinary Shares Subject to Possible Redemption [Abstract]
Ordinary shares subject to possible redemption (in shares)		1,709,100	27,500,000
Number of shares exercised from right to redeem for cash (in shares)	25,790,900
Redemption price (in dollars per share)	$ 10.2
Aggregate redemption amount	$ 263,071,274

XML

Significant Accounting Policies, Net Income Per Ordinary Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net Income Per Ordinary Share [Abstract]
Antidilutive shares excluded from computation (in shares)	27,500,000			27,500,000
Class A [Member]
Numerator [Abstract]
Allocation of net income	$ 22,479	$ 2,150,945	$ 21,373	$ 8,063,148
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	1,709,100	27,500,000	9,118,640	27,500,000
Diluted weighted average shares outstanding (in shares)	1,709,100	27,500,000	9,118,640	27,500,000
Basic net income per share (in dollars per share)	$ 0.01	$ 0.08	$ 0	$ 0.29
Diluted net income per share (in dollars per share)	$ 0.01	$ 0.08	$ 0	$ 0.29
Class B [Member]
Numerator [Abstract]
Allocation of net income	$ 90,422	$ 537,736	$ 16,114	$ 2,015,787
Denominator [Abstract]
Basic weighted average shares outstanding (in shares)	6,875,000	6,875,000	6,875,000	6,875,000
Diluted weighted average shares outstanding (in shares)	6,875,000	6,875,000	6,875,000	6,875,000
Basic net income per share (in dollars per share)	$ 0.01	$ 0.08	$ 0	$ 0.29
Diluted net income per share (in dollars per share)	$ 0.01	$ 0.08	$ 0	$ 0.29

XML

Significant Accounting Policies, Derivative Warrant Liabilities (Details) - shares	May 05, 2021	Mar. 26, 2021
Derivative Warrant Liabilities [Abstract]
Warrants issued (in shares)		14,166,667
Over-Allotment Option [Member]
Derivative Warrant Liabilities [Abstract]
Warrants issued (in shares)		1,166,667
Public Warrants [Member]
Derivative Warrant Liabilities [Abstract]
Warrants issued (in shares)		8,333,333
Private Warrants [Member]
Derivative Warrant Liabilities [Abstract]
Warrants issued (in shares)	333,333	4,666,667
Private Warrants [Member] | Over-Allotment Option [Member]
Derivative Warrant Liabilities [Abstract]
Warrants issued (in shares)		333,333

XML

Significant Accounting Policies, Income Taxes (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	0	$ 0
Provision for income tax	$ 0

XML

Initial Public Offering (Details) - USD ($)				6 Months Ended	12 Months Ended
	May 06, 2021	May 05, 2021	Mar. 26, 2021	Jun. 30, 2023	Dec. 31, 2022
Initial Public Offering [Abstract]
Number of shares issued upon exercise of warrant (in shares)				1
Exercise price of warrant (in dollars per share)				$ 11.5
Term of option for underwriters to purchase additional Units to cover over-allotments				45 days
Gross Proceeds from Issuance, Initial Public Offering	$ 275,000,000		$ 250,000,000
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Ordinary shares, redemption (in shares)				1,709,100	27,500,000
Contingently redeemable ordinary shares				$ 278,984,823
Contingently redeemable ordinary shares				$ 17,959,855	$ 278,984,823
Class A Ordinary Shares [Member]
Initial Public Offering [Abstract]
Ordinary shares, par value (in dollars per share)				$ 0.0001	$ 0.0001
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Ordinary shares, redemption (in shares)				1,709,100	27,500,000
Initial Public Offering [Member]
Initial Public Offering [Abstract]
Units issued (in shares)			25,000,000
Share price (in dollars per share)			$ 10
Initial Public Offering [Member] | Public Warrants [Member]
Initial Public Offering [Abstract]
Number of securities included in each Unit (in shares)			0.33
Exercise price of warrant (in dollars per share)			$ 11.5
Initial Public Offering [Member] | Class A Ordinary Shares [Member]
Initial Public Offering [Abstract]
Number of securities included in each Unit (in shares)			1
Ordinary shares, par value (in dollars per share)			$ 0.0001
Number of shares issued upon exercise of warrant (in shares)			1
Class A Ordinary Shares Subject To Possible Redemption [Abstract]
Ordinary shares, redemption (in shares)			27,500,000
Contingently redeemable ordinary shares				$ 278,984,823	$ 275,000,000
Redemption				(263,071,274)
Remeasurement of adjusted value of Class A Ordinary Shares to redemption value				2,046,306	3,984,823
Contingently redeemable ordinary shares				$ 17,959,855	$ 278,984,823
Over-Allotment Option [Member]
Initial Public Offering [Abstract]
Units issued (in shares)		2,500,000
Share price (in dollars per share)		$ 10
Term of option for underwriters to purchase additional Units to cover over-allotments				45 days
Gross Proceeds from Issuance, Initial Public Offering		$ 25,000,000		$ 275,000,000
Units Outstanding (in shares)				27,500,000
Over-Allotment Option [Member] | Maximum [Member]
Initial Public Offering [Abstract]
Additional Units that can be purchased to cover over-allotments (in shares)			3,750,000	3,750,000

XML

Private Placement Warrants (Details) - USD ($)	May 05, 2021	Mar. 26, 2021	Jun. 30, 2023
Private Placement [Abstract]
Warrants issued (in shares)		14,166,667
Number of ordinary share called by each warrant (in shares)			1
Exercise price of warrant (in dollars per share)			$ 11.5
Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)	333,333	4,666,667
Private Placement [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)		4,666,667
Share price (in dollars per share)	$ 1.5	$ 1.5
Proceeds from private placement of warrants		$ 7,000,000
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Shares [Member]
Private Placement [Abstract]
Number of ordinary share called by each warrant (in shares)		1
Exercise price of warrant (in dollars per share)		$ 11.5
Over-Allotment Option [Member]
Private Placement [Abstract]
Warrants issued (in shares)		1,166,667
Share price (in dollars per share)	$ 10
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Warrants issued (in shares)		333,333
Share price (in dollars per share)		$ 1.5
IPO [Member]
Private Placement [Abstract]
Share price (in dollars per share)		$ 10
IPO [Member] | Class A Ordinary Shares [Member]
Private Placement [Abstract]
Number of ordinary share called by each warrant (in shares)		1
IPO [Member] | Private Placement Warrants [Member]
Private Placement [Abstract]
Proceeds from private placement of warrants		$ 7,500,000
Warrants outstanding (in shares)		5,000,000

XML

Related Party Transactions, Founder Shares (Details) - USD ($)			6 Months Ended
	Mar. 08, 2021	Dec. 30, 2020	Jun. 30, 2023	Dec. 31, 2022	May 05, 2021
Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary shares, par value (in dollars per share)			$ 0.0001	$ 0.0001
Shares outstanding (in shares)			0	0
Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary shares, par value (in dollars per share)			$ 0.0001	$ 0.0001
Shares outstanding (in shares)			6,875,000	6,875,000
Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Proceeds from issuance of common stock		$ 25,000
Share price (in dollars per share)		$ 0.003
Issuance of Class B ordinary shares to Sponsor (in shares)		7,187,500
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member]
Founder Shares [Abstract]
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Founder Shares [Member] | Sponsor [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Founder Shares [Abstract]
Share price (in dollars per share)			$ 12
Threshold period after initial Business Combination			150 days
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member]
Founder Shares [Abstract]
Ordinary shares, par value (in dollars per share)		$ 0.0001
Number of shares no longer subject to forfeiture (in shares)					625,000
Shares outstanding (in shares)					6,875,000
Number of shares transferred to directors (in shares)	135,000
Holding period for transfer, assignment or sale of Founder Shares			1 year
Founder Shares [Member] | Sponsor [Member] | Class B Ordinary Shares [Member] | Maximum [Member]
Founder Shares [Abstract]
Shares subject to forfeiture (in shares)		937,500

XML

Related Party Transactions, Promissory Notes - Related Party (Details) - USD ($)		6 Months Ended
	Nov. 15, 2021	Jun. 30, 2023	Aug. 14, 2023	Apr. 17, 2023	Dec. 31, 2022	Aug. 18, 2022	Apr. 12, 2022
Promissory Notes Related Party [Abstract]
Borrowings outstanding		$ 1,500,000			$ 750,000
Notes Payable, Related Party, Type [Extensible Enumeration]		us-gaap:RelatedPartyMember			us-gaap:RelatedPartyMember
Promissory Note [Member]
Promissory Notes Related Party [Abstract]
Borrowings outstanding		$ 1,500,000			$ 750,000
Principal amount				$ 1,500,000		$ 750,000	$ 500,000
Promissory Note [Member] | Subsequent Event [Member]
Promissory Notes Related Party [Abstract]
Principal amount			$ 2,500,000
DTA Master, LLC [Member] | Promissory Note [Member]
Promissory Notes Related Party [Abstract]
Related party transaction amount	$ 250,000
Period to pay Note payable in full	24 months	24 months
Number of business days to pay principal amount	5 days	5 days

XML

Related Party Transactions, Working Capital Loans (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Working Capital Loans [Abstract]
Borrowings outstanding	$ 1,500,000	$ 750,000
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member]
Working Capital Loans [Abstract]
Borrowings outstanding	0	$ 0
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member]
Working Capital Loans [Abstract]
Amount of related party transaction	$ 1,500,000
Share price (in dollars per share)	$ 1.5

XML

Related Party Transactions, Administrative Support Agreement (Details) - Administrative Support Agreement [Member] - USD ($)		3 Months Ended		6 Months Ended
	Mar. 26, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Administrative Support Agreement [Abstract]
Due to related party		$ 44,864	$ 43,362	$ 89,864	$ 88,362
Sponsor [Member] | Maximum [Member]
Administrative Support Agreement [Abstract]
Monthly related party fee	$ 15,000

XML

Commitments and Contingencies (Details)			6 Months Ended
	May 05, 2021 shares	Mar. 26, 2021 USD ($) shares	Jun. 30, 2023 USD ($) Individual shares	Dec. 31, 2022 USD ($)
Registration Rights [Abstract]
Warrants to be registered pursuant to registration rights agreement (in shares)			6,000,000
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments			45 days
Cash underwriting discount percentage		2.00%
Underwriter deferred fee discount		3.50%
Legal Fees [Abstract]
Deferred legal fees | $			$ 1,034,398	$ 1,147,553
Class A Ordinary Shares [Member]
Registration Rights [Abstract]
Ordinary shares to be registered pursuant to registration rights agreement (in shares)			6,875,000
Class A Ordinary Shares [Member] | Working Capital Loans [Member]
Registration Rights [Abstract]
Ordinary shares to be registered pursuant to registration rights agreement (in shares)			1,000,000
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Registration Rights [Abstract]
Ordinary shares to be registered pursuant to registration rights agreement (in shares)			5,000,000
Maximum [Member]
Registration Rights [Abstract]
Number of demands eligible security holder can make | Individual			3
Minimum [Member]
Registration Rights [Abstract]
Ordinary shares to be registered pursuant to registration rights agreement (in shares)			15,166,667
Initial Public Offering [Member]
Registration Rights [Abstract]
Units issued (in shares)		25,000,000
Underwriting Agreement [Abstract]
Underwriting discount | $		$ 5,500,000
Over-Allotment Option [Member]
Registration Rights [Abstract]
Units issued (in shares)	2,500,000
Underwriting Agreement [Abstract]
Term of option for underwriters to purchase additional Units to cover over-allotments			45 days
Over-Allotment Option [Member] | Maximum [Member]
Underwriting Agreement [Abstract]
Additional Units that can be purchased to cover over-allotments (in shares)		3,750,000	3,750,000
Underwriting discount | $		$ 9,625,000
Over-Allotment Option [Member] | Minimum [Member]
Registration Rights [Abstract]
Amount of related party transaction | $			$ 1,500,000

XML

Shareholders' Deficit (Details)	6 Months Ended
	Jun. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Stockholders' Deficit [Abstract]
Preference shares, shares authorized (in shares)	1,000,000	1,000,000
Preference shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0
Ordinary shares subject to possible redemption (in shares)	1,709,100	27,500,000
Number of votes per share | Vote	1
Stock conversion percentage threshold	20.00%
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination	1
Class A Ordinary Shares [Member]
Stockholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Ordinary shares subject to possible redemption (in shares)	1,709,100	27,500,000
Class B Ordinary Shares [Member]
Stockholders' Deficit [Abstract]
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares issued (in shares)	6,875,000	6,875,000
Ordinary shares, shares outstanding (in shares)	6,875,000	6,875,000

XML

Warrants (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Warrants [Abstract]
Number of shares issued upon exercise of warrant (in shares) | shares	1
Exercise price of warrant (in dollars per share)	$ 11.5
Trading day period to calculate volume weighted average trading price	10 days
Warrant redemption price (in dollars per share)	$ 0.01
Period to exercise warrants after business combination	30 days
Expiration period of warrants	5 years
Period to file registration statement after initial Business Combination	15 days
Period for registration statement to become effective	60 days
Trading day period to calculate volume weighted average trading price	10 days
Redemption period.	3 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Threshold trading days	20 days
Threshold Consecutive Trading Days	30 days
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 18
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 0.1
Notice period to redeem warrants	30 days
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Ordinary Shares [Member] | Minimum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 10
Additional Issue of Common Stock or Equity-Linked Securities [Member]
Warrants [Abstract]
Warrant redemption price (in dollars per share)	$ 18
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member]
Warrants [Abstract]
Percentage Multiplier	115.00%
Aggregate gross proceeds from issuance as a percentage of total equity proceeds	60.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Maximum [Member]
Warrants [Abstract]
Percentage Multiplier	180.00%
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Ordinary Shares [Member] | Maximum [Member]
Warrants [Abstract]
Share price (in dollars per share)	$ 9.2

XML

Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Liabilities [Abstract]
Warrant liabilities	$ 1,319,308	$ 177,421
Recurring [Member]
Assets [Abstract]
Cash held in trust account	17,959,855	278,984,824
Liabilities [Abstract]
Total	1,319,308	177,421
Recurring [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liabilities	841,500	110,000
Recurring [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liabilities	477,808	67,421
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets [Abstract]
Cash held in trust account	17,959,855	278,984,824
Liabilities [Abstract]
Total	841,500	110,000
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liabilities	841,500	110,000
Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liabilities	0	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets [Abstract]
Cash held in trust account	0	0
Liabilities [Abstract]
Total	0	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liabilities	0	0
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liabilities	0	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Assets [Abstract]
Cash held in trust account	0	0
Liabilities [Abstract]
Total	477,808	67,421
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities [Abstract]
Warrant liabilities	0	0
Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities [Abstract]
Warrant liabilities	$ 477,808	$ 67,421

XML

Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details)	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value Measurements [Abstract]
Term (in years)	5 years
Warrants [Member]
Fair Value Measurements [Abstract]
Term (in years)	1 year 5 months 1 day	7 months 9 days
Warrants [Member] | Share Price [Member]
Fair Value Measurements [Abstract]
Measurement input	10.25	10.08
Warrants [Member] | Strike Price [Member]
Fair Value Measurements [Abstract]
Measurement input	11.5	11.5
Warrants [Member] | Volatility [Member]
Fair Value Measurements [Abstract]
Measurement input	0.051	0.078
Warrants [Member] | Risk Free Rate [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0518	0.0475
Warrants [Member] | Dividend Yield [Member]
Fair Value Measurements [Abstract]
Measurement input	0	0

XML

Fair Value Measurements, Change in Fair Value of Warrant Liabilities (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Public Warrants [Member] | Initial Public Offering [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	$ 100,000
Change in valuation inputs or other assumptions	97,500
Fair value	765,000
Public Warrants [Member] | Over-Allotment Option [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	10,000
Change in valuation inputs or other assumptions	9,750
Fair value	76,500
Private Placement Warrants [Member] | Private Placement [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	62,926
Change in valuation inputs or other assumptions	59,481
Fair value	445,954
Private Placement Warrants [Member] | Over-Allotment Option [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	4,495
Change in valuation inputs or other assumptions	4,249
Fair value	31,854
Warrant Liabilities [Member]
Changes in Fair Value of Warrant Liabilities [Roll Forward]
Fair value	177,421
Change in valuation inputs or other assumptions	170,980
Fair value	$ 1,319,308

XML

Subsequent Events (Details)	Aug. 14, 2023 USD ($)
Subsequent Event [Member]
Subsequent Event [Line Items]
Promissory note payable to related party	$ 2,500,000